Terms and conditions

General Terms and Conditions

MEMBERSHIP TERMS AND CONDITIONS

Updated: May 26, 2023

Your membership with 36N is conditioned on your acceptance and compliance with these Membership Terms and Conditions (“Terms and Conditions”) which are available for you to review and print via the 36N electronic membership portal located at https://members.36n.co (“Membership Portal”) or incorporated by reference through the Camp II Membership Acceptance to which these Terms and Conditions are attached. As used herein “Member”, “you” or “your” means the person whose name appears on the Membership Portal. By submitting your information via the Membership Portal, and by paying the Membership Fee (defined below), you agree to these Term and Conditions for the benefit of 36 Degrees North Co., an Oklahoma not for profit corporation (“36N”). These Terms and Conditions taken together with the information submitted on the Membership Portal or the Camp II Membership Acceptance to which these Terms and Conditions are attached, as applicable, creates your “Membership” with 36N and affords you the associated benefits of Membership as further described below.

Purpose

36N operates co-working and incubation facilities located at 302 East Mathew Brady Street, Tulsa, Oklahoma 74103 (“Camp II”), 36 East Cameron Street, Tulsa, Oklahoma 74103 (“Basecamp”), and 175 East 2nd Street, Tulsa, Oklahoma 74103 (“Incubator”) (each a “Facility”) whereby members may license and use space as further described below for the purpose of conducting business. For purposes of these Terms and Conditions, the term “Facility” means, with respect to a Member, the Facility at which the Services will be provided.

Member desires to license space at the Facility under these Terms and Conditions and agrees as follows:

1. MEMBERSHIP LEVELS AND ASSOCIATED SERVICES 36N offers the following Membership Levels and associated services set out below (“Services”). Members agrees to pay the monthly Membership Fee in effect at the time that Member joins 36N, for the desired Membership Level as indicated by Member on the Membership Portal and in the confirmation email or for the Membership Level requested by Member at a date subsequent to joining 36N.

Connect Member Services:

· Member-only events and benefits outlined on the Membership Portal

Co-Working Member Services:

· Access to Basecamp during “Business Hours” (Monday - Friday // 8:00 am - 5:00 pm) excluding observed holidays. Observed Holidays: New Years Day, Martin Luther King Jr. Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Indigenous Peoples' Day, Thanksgiving and the following day, Christmas Eve through New Years Day.

· Use any of non-reserved work areas.

· Wi-Fi access

· Coffee and water

· Print & copy machine access

· Member-only events and benefits outlined on the Membership Portal

· Reservable conference room hours

24/7 Access Member Services:

· Co-Working Member Services

· Access to the Facility via a keycard 24 hours a day, 7 days a week. The key card will be provided at the time membership commences. Replacement key cards are $15.

Dedicated Desk Member Services:

· Co-Working Member Services

· 24/7 Access Member Services

· A reserved desk with locked storage

· Ethernet Connection

· Ability to use 36N’s address as its postal address

Private Office Member Services:

· Co-Working Member Services

· 24/7 Access Member Services

· A locked office, furnished with desks and chairs

· Ethernet Connection

· Ability to use 36N’s address as its postal address

Camp II Dedicated Desk Member Services:

· Co-Working Member Services

· Access to Camp II via a company keycode and/or keycard 24 hours a day, 7 days a week. The keycard will be provided at the time membership commences. Replacement keys are $15.

· A reserved desk with locked storage

· Ability to use 36N's address as its postal address

Camp II Office Member Services:

· Co-Working Member Services

· Access to Camp II via a company keycode and key 24 hours a day, 7 days a week. The keycode number will be assigned upon payment of security deposit. Replacement keys are $15.

· A locked office, furnished with desks, chairs, and locked storage.

· Ethernet Connection

· Ability to use 36N's address as its postal address

Incubator Dedicated Desk Member Services:

· Access to Incubator via employee badges 24 hours a day, 7 days a week. Replacement badges are distributed and replaced by the building operator.

· A reserved desk with locked storage

· Ability to use 36N’s address as its postal address

Incubator Office Member Services:

· Access to Incubator via employee badges 24 hours a day, 7 days a week. Replacement badges are distributed and replaced by the building operator.

· A locked office, furnished wish desks, chairs, and locked storage

· Ability to use 36N’s address as its postal address

2. LICENSE GRANT; USE OF FACILITY.

By Clicking the “submit” button on the Membership Portal or otherwise accepting these Terms and Conditions, Member acknowledges and agrees that 36N is granting, and Member is receiving, a revocable, nontransferable, nonexclusive, limited license to use the Facility (“License”) for the sole and exclusive purpose of either use of general office space or space for educational purposes.

Member agrees that it shall only use the space, office or desk(s) assigned by 36N and shall not encroach upon or obstruct the neighboring members, any Common Areas (defined below) of the Facility, passageways or use any other areas for any other purpose unless otherwise provided for herein without the prior written consent of 36N. Member acknowledges and agrees that it is not receiving, and Member shall not at any time claim that it received, any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever other than the License granted herein. Member hereby unconditionally and irrevocably releases 36N from any claim it may now or ever have in respect of any interest other than the License granted herein. Further, Members receiving Services at Incubator hereby unconditionally and irrevocably release the City of Tulsa (“Incubator Landlord”) and Tulsa Public Facilities Authority (“Incubator Owner”), from any claim such Members may now or ever have in respect of any real estate interest in and to the Incubator Facility other than the License granted herein.

All Members have shared use of Common Areas with other Members. “Common Areas” includes the kitchen, bathrooms, Community Hall, lounges, phone booths, and conference rooms. All conference rooms MUST be reserved. These conference rooms may be reserved through the member portal. Failure to reserve conference rooms while using could lead to being asked to vacate the room if another member or team reserves that room. Common Areas do not include private offices or dedicated desks. Common Areas used by you must be kept clean, inviting, and ready for the next Member. Member access to the Executive Briefing Center and Conference Center at Incubator however, shall be solely coordinated by 36N staff on behalf of Members through Incubator Landlord.

Members receiving Services at Incubator shall be subject to the Incubator Landlord’s building rules and regulations, a copy of which may be found at: 100 S Cincinnati Ave, 5th Floor, Tulsa, OK 74103. A Member’s breach of such rules and regulations shall be deemed a breach of such Member’s Membership hereunder.

3. USE OF SHARED RESOURCES

Member agrees to use the utilities, copy machines, printers and internet services (“Common Resources”) in a manner that is reasonable, in the ordinary course of doing business and on average about the same as other members. Any additional usage must be with 36N’s written consent. If 36N becomes concerned about Member’s use of Common Resources, 36N will provide Member with a written warning and a reasonable opportunity to cure. Failure to cure is a breach of the Membership. 36N may implement a metering system, as it deems necessary, to ensure fair and orderly access to Common Resources.

4. NETWORK

Member shall not use, and shall cause its employees to not use, the internet for any unlawful or illegal purpose or for viewing pornography. Member agrees not to send unsolicited commercial email (spam) using 36N’s network, and if requested by 36N, will cooperate fully with any investigation by 36N. If requested by 36N, Member will cooperate to remove viruses, worms, Trojans, bots and other malware from its computer systems. To minimize interference with the common wireless data and voice network(s), Member agrees that it will not set up an independent wireless network at the Facility without prior consultation and written approval from 36N.

5. DEDICATED RESOURCES PROVIDED ‘AS IS’

Member accepts (as applicable): (a) the assigned desk(s) assigned, or (b) the assigned office, or (c) the Common Area desks; on an “as is” basis with no representation or warranty by 36N regarding the condition of the Common Areas or the office or desk(s) or their suitability for Member’s business. 36N has no obligation to repair any part of the office or desk(s) unless 36N otherwise agrees to such repairs in writing. Member acknowledges and agrees that even in the best-managed office environments, systems, services, and security failures will occur.

6. USE OF DEDICATED RESOURCES; PERMITS

Dedicated Desk and Private Office Members shall maintain, at their respective sole cost and expense, the desk(s) or office assigned by 36N in the same condition in which the desks and/or offices(s) were delivered to Member, ordinary wear and tear accepted. Member shall be responsible to pay for all necessary replacements and repairs to the assigned desk(s) or office to the extent the need for replacements or repairs was caused by the negligence or willful misconduct of Member. Member shall not make any alterations or additions, nor permit the making of holes in the Facility’s walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards, promotions or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about the Facility under any circumstances without the prior written consent of 36N. Member shall comply with all laws, ordinances, orders and regulations affecting Member’s business and this License. Member acknowledges and agrees that it shall not conduct any trade or occupation in the Facility, or shall it make use thereof, if the trade or occupation would be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the city of Tulsa, Oklahoma.

Licensee shall not use any method of heating or air conditioning other than that which is supplied by 36N, without the prior written consent of 36N.

If there are any memberships, authorizations, licenses, permits and/or other requirements by any governmental agency or authority for the conduct of Member’s business at the office or desk(s) assigned by 36N, Member shall be responsible for obtaining them at Member’s expense.

7. PROHIBITED ACTIONS; LIENS

Member shall not bring or keep, or permit to be brought or kept, in the Facility any weapon or flammable, combustible or explosive fluid, chemical or substance.

Member shall comply with all workplace smoking Laws. 36N is a smoke free facility. There shall be no smoking or vaping in bathrooms, lobbies, and other common areas or otherwise in the Facility.

Dedicated Desk and Private Office Members agree not to suffer any mechanic’s lien to be filed against the Facility by reason of any work, labor, Services, or materials performed at or furnished to assigned office or desk(s).

8. RELOCATION

Member acknowledges that no exclusive rights or use a particular desk or office have been granted by 36N and that the desk(s) or office assigned to any Member by 36N may be relocated within the Facility at any time by 36N, with no liability to 36N

9. 36N FACILITY MANAGEMENT

Member acknowledges that 36N’s active management of the Facility necessitates access by 36N to the office or desk(s) assigned to Member, without advance notice, in order to provide the Services, view the condition of the office or desk(s), make alterations and repairs and so forth. 36N will use reasonable efforts to ensure that such visits do not disrupt Member’s operations. Additionally, Members grant the same access and rights to Facility landlords and their representatives or agents.

10. 36N ACTIVITIES AND EVENTS

36N may hold public or private events at the Facility during and after Business Hours. To accommodate such events, 36N may, on occasion, temporarily move Member work areas. 36N shall make reasonable efforts to keep such distraction to a minimum. Property within Private Offices will not be disturbed.

11. CHILDREN; GUESTS; PETS; BIKES

36N supports families and understands that, on occasion, Members may need to bring children to the Facility. While 36N is first and foremost a workplace, it also desires to provide visiting children with a positive and creative experience. 36N is committed to developing and improving ways to engage children without disrupting other Members. If your children are in the Facility, please ensure your children do not interfere with the productive environment for other Members. Do not bring ill children to the Facility. Members with disruptive children may be asked to remove the children from the Facility and you agree to comply with any such request.

All guests are required to sign in at the front desk and abide by all 36N policies, which are available at the front desk. If you have a guest visiting for longer than 2 hours they should either: (1) buy a day pass from the front desk or (2) rent a conference room (subject to availability) for the duration of their stay. This applies to daytime and after-hours guests.

Pets are not allowed on the Facility premises although working Service Animals, as defined under the Americans with Disabilities Act, may accompany a Member or guest.

Outside bike racks are available to Members and guests. Please secure your bike with an effective lock. 36N is not responsible for the theft or vandalism of any bike stored in the bike racks. Members receiving services at Incubator may receive access to the Facility’s locked bike storage.

12. ACCESS CARD ACCESS

A “Card-Holder” is any person who takes possession of an access card to 36N or any 36N building. Card-Holders must secure the building: (a) after entering the Premises any time after 6pm and before 8am, and (b) at any other time when the Card Holder believes himself/herself to be the last person in the Facility.

Members who pay for 24/7 access are subject to a background check conducted by a third party prior to being issued an access card. Members receiving services at Incubator shall also be subject to such processes and requirements as established by Incubator Landlord and Incubator Owner for obtaining, replacing, or returning access cards.

24/7 access and/or your Membership may be: (a) denied if Member was convicted of any of the following offenses within the time frame indicated, or (b) revoked if Member is convicted of any of the following offenses at any time after joining 36N, or (c) denied or revoked as otherwise stated below:

· Any felony convictions of homicide (no time limit).

· Any sex offense resulting in Member being registered as a sex offender (no time limit).

· Crimes of violence (including but not limited to assault, sexual offenses, arson, kidnapping) (conviction within 15 years preceding the submittal of application).

· Any offense involving non-violent unlawful sexual behavior (conviction within 10 years preceding the submittal of application).

· An offense of domestic violence (conviction within 7 years preceding the submittal of application).

· Any crime of child abuse or neglect (conviction/adjudication within 7 years preceding the submittal of application).

· Any crime related to the sale, possession, distribution or transfer of narcotics or controlled substances (conviction within 7 years preceding the submittal of application).

· Any felony theft (convicted within 7 years preceding the submittal of application).

· Any misdemeanor theft (convicted within 5 years preceding the submittal of application).

· An misdemeanor or felony of moral turpitude not otherwise specified in this Section which include, but are not limited to, prostitution, sexual exploitation of a minor and criminal invasion of privacy (conviction within 7 years preceding the submittal of application).

· Any criminal or domestic offense, regardless of the type, which is still pending in the courts (without legal disposition) at the submittal of application.

· Two (2) or more DUIs (conviction within the 7 year period immediately preceding the submittal of application).

· One (1) DWI (conviction within the 7 year period immediately preceding the submittal of application).

· Anyone who is included on the U.S. Treasury, Office of Foreign Assets Control (OFAC), List of Specially Designated Nationals (no time limit).

13. CONFIDENTIALITY

36N is an open environment shared by many different people and organizations. Anything said should be expected to be heard by others. Given this dynamic you are responsible for ensuring appropriate confidentiality of your business or personal information. While all members are expected to respect the privacy and confidentiality of others, 36N bears no responsibility in this matter.

14. ANTI-HARRASSMENT POLICY; INTOXICATION AND ILLEGAL DRUG USE

36N is dedicated to providing a harassment-free experience for everyone, regardless of gender, gender identity and expression, sexual orientation, disability, physical appearance, body size, race, ethnicity or religion. 36N does not tolerate any form of harassment of people at its Facility or at its events. Further, 36N does not tolerate intoxication or illegal drug usage.

Harassment includes, but is not limited to:

· Offensive verbal comments

· Sexual images

· Deliberate intimidation

· Stalking

· Intrusive photography or recording without consent

· Sustained disruption of talks or other events

· Inappropriate physical contact

· Unwelcome sexual attention

The above behaviors will not be tolerated and anyone asked to stop is expected to comply immediately. If a participant behaves unacceptably, the 36N staff may take any action it deems appropriate, including removal from the Facility without warning and no pro-rated refund of the Membership Fee will be provided.

36N may exclude or remove from the Building any person who, in the judgment of 36N, is intoxicated or under the influence illegal drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.

If you observe a violation of this 36N Anti-Harassment Policy or are aware of another member using illegal drugs at the Facility or repeatedly showing up intoxicated, please report same to 36N Staff or Board of Directors immediately. Reports can also be made anonymously using this form: http://36n.co/safe.

15. PAYMENT OF MONTHLY FEE; SECURITY DEPOSIT

The monthly “Membership Fee” is the amount currently being charged by 36N for the particular Membership Level requested by Member either on the date Member joins 36N, or on a subsequent date if Member requests a change of its Membership Level. The initial monthly Membership Fee will be paid at the time of Member’s acceptance of these Terms and Conditions. In the event the Membership commences on any day other than the first day of a calendar month, the monthly Membership Fee shall be prorated based upon the actual number of days remaining in such calendar month. Unless otherwise agreed by 36N, Member shall provide a credit card number to be retained on file with a third party vendor to 36N and the monthly Membership Fee will be automatically paid by via credit card each month. The Monthly Membership Fee may be increased once each calendar year in the sole discretion of 36N upon thirty (30) days prior written notice.

Regular Membership Fees are due on the 1st of each month and are late after the 10th of each month. Late payments are subject to a late fee of up to 10%. Failure to pay Membership Fee within thirty (30) days of the due date could result in revocation of membership. If revocation of membership occurs, Member is still responsible for any unpaid Membership Fees and late fees.

Members renting a private office must pay a security deposit in the amount charged by 36N at the time Member accepts these Terms and Conditions (the “Security Deposit”). Upon acceptance of these Terms and Conditions, Member shall deliver the Security Deposit to 36N. The Security Deposit will be held by 36N, without interest, and may be commingled with other assets of 36N. Member acknowledges that if Member defaults in the performance of any of its obligations hereunder, 36N may, but shall be under no obligation, to use the Security Deposit to satisfy any or all of such obligations which includes, without limitation, payment of Membership Fees, payment for damages to the Facility or any office or desk(s). The Security Deposit, or a portion thereof (if any), shall be returned to Member 10 days after the later of: (i) termination of the Membership; or (ii) the date Member vacates the office or desk(s) assigned by 36N, or (iii) after 36N completes any repairs due to damage caused by Member. 36N’s obligation to return the Security Deposit, or a portion thereof, shall be met by refunding the amount to the credit card on file.

16. TERMINATION

Termination for Convenience

With respect to those Members whose license is on a month to month term, either party may terminate the Membership at any time upon written notice of termination to the other, and termination will become effective on the first day of the month following receipt of such notice. In the event Member and 36N have agreed upon a term longer than month to month, including a twelve (12) month term by certain Camp II Members, such Members shall be required to continue its obligations under these Terms and Conditions, including the payment of the Membership Fee, for the duration of such term. A termination notice may be provided via the Membership Portal or via email to the Executive Director.

Termination for Cause

Member shall be in default, and 36N may immediately upon written notice terminate the Membership for cause if Member: (i) fails to perform any of the material terms, conditions or covenants of the Membership, including without limitation, failure to pay the monthly Membership Fee; (ii) vacates the office or desk(s) assigned by 36N coupled with the failure to pay any fees or payments required hereunder; (iii) ceases to use an assigned office or dedicated desk for a period of more than thirty (30) days, whether or not Member is still paying the Membership Fee, (unless Member has provided 36N with a reason that Member will not be using the Facility for an extended period of time), or (iv) becomes insolvent or becomes unable to pay debts with they become due. In the event of any of the foregoing, 36N shall have the immediate right to remove Member and any persons claiming rights through or under Member and their property from the Facility, lock out and bar Member and all persons claiming rights through or under Member from doing business in 36N, deactivate key cards, all amounts due and owing shall immediately become due and payable including, with respect to those Members who have agreed to a term other than month to month, the Membership Fee for the remainder of the term, and 36N shall, without prejudice, retain all other rights and remedies under law and in equity. All rights and remedies of 36N herein or at law and in equity are cumulative. Notwithstanding the foregoing right of immediate termination, in the event Member fails to pay the Membership Fee, 36N may, in its sole discretion, contact member and demand payment.

Members whose Membership has been terminated may attend public events at the Facility; provided however, Members terminated for harassment or other security reasons are permanently barred from the Facility and may not enter the Facility for any reason.

If a membership that is paid for or sponsored by a 36 Degrees North Partner is revoked by that Partner for any violation of terms and conditions, community standards, and/or code of conduct, that individual is barred from the Facility and may not enter the Facility for any reason, including but not limited: to attending public or private events, applying for an individual membership, or acting as a guest of other members.

17. INDEMNIFICATION

Member hereby releases and agrees to defend, indemnify, and hold harmless 36 Degrees North Co., its direct and indirect affiliates, and its and their respective members, directors, managers, employees, agents, contractors, lessees, successors, assigns, heirs or representatives of any of the above mentioned parties (collectively, “36N Indemnitees”) from and against any and all injuries, illnesses, liabilities, losses, claims, suits, actions, liens, demands, expenses, damages and judgments for loss, (including attorney fees, disbursements, and all other costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity) for bodily injuries, property damage, loss of life or physical property, and claims of third parties (all referred to as “Claims"), incurred due to, arising from or in any way connected with Member’s or its employees’, members’, agents’, contractors’, invitees’, or affiliates’ (including those who have executed a Terms and Conditions Acceptance) (“Member Group”) business, activities or access to and use of the Facility, except those Claims caused or occasioned solely by the gross negligence or willful misconduct of the indemnified party for such Claim.

Any Member receiving services at Incubator hereby releases and agrees to defend, indemnify, and hold harmless Incubator Landlord and Incubator Owner, their direct and indirect affiliates, and its and their respective members, directors, managers, employees, agents, contractors, lessees, successors, assigns, heirs or representatives of any of the above mentioned parties (collectively, “City Indemnitees”) from and against any and all injuries, illnesses, liabilities, losses, claims, suits, actions, liens, demands, expenses, damages and judgments for loss, (including attorney fees, disbursements, and all other costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity) for Claims incurred due to, arising from or in any way connected with Member’s or Member Group business, activities or access to and use of the Incubator Facility, except those Claims caused or occasioned solely by the gross negligence or willful misconduct of the indemnified party for such Claim.

18. LIMITATION OF LIABILITY

Member acknowledges that neither 36N (nor, with respect to Incubator, Incubator Landlord or Incubator Owner), is responsible for financial or other losses as a consequence of Member’s receipt of Services from 36N, or the lack or insufficiency of the Services, regardless of the cause. 36N (and, with respect to Incubator, Incubator Landlord or Incubator Owner), shall not be liable to Member Group for indirect, special, incidental, consequential or other similar damages, including loss of work, profit, goodwill or otherwise, for any delay or cessation in the commencement or continuance of Member’s business operations. 36N’s only obligation under the Membership is to perform the obligations prescribed to it pursuant to the Membership and for any direct damages arising out of 36N’s gross negligence, willful misconduct or fraud.

36N (and, with respect to Incubator, Incubator Landlord or Incubator Owner), shall not be responsible or liable for, and Member, on behalf of itself and Member Group, hereby expressly waives, any and all claims against 36N (and, with respect to Incubator, Incubator Landlord or Incubator Owner), and 36N Indemnitees (and, with respect to Incubator, City Indemnities), for injury to persons or damage to Member Group’s property, regardless of the cause and in the event of casualty or condemnation, except to the extent caused by the gross negligence or willful misconduct of 36N (and, with respect to Incubator, Incubator Landlord or Incubator Owner), or their agents, employees or contractors. Member Group’s property located anywhere in the Facility shall be there at Member Group’s sole risk. Except to the extent caused by the gross negligence or willful misconduct of 36N (and, with respect to Incubator, Incubator Landlord or Incubator Owner), or their agents, employees or contractors, 36N (and, with respect to Incubator, Incubator Landlord or Incubator Owner), and 36N Indemnitees (and, with respect to Incubator, or City Indemnities), shall not be liable for, and Member, on behalf of itself and Member Group, waives, all claims for loss or damage to Member Group’s business or damage to persons or property sustained by Member Group or any person claiming by, through or under Member Group resulting from any accident or occurrence anywhere in, on or about the Facility, including, without limitation, claims for loss, theft or damage resulting from: (i) equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind or weather; (iii) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air-conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (vii) the escape of steam or water; (viii) water, snow or ice being upon or coming through the roof, stairs, doorways, windows, walks or any other place upon or near the Facility; (ix) the falling of any fixture, plaster, tile, stucco or other material; (x) any act, omission or negligence of other Members or any other persons or occupants of the Facility or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi-public work; or (xi) any cause of action of any kind or nature.

19. NO ASSIGNMENT

Member shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer the Membership or any interest herein, without 36N’s prior written approval, which may be withheld at 36N’s sole and exclusive discretion.

20. SUBORDINATION

Member’s rights under the Membership shall be subject and subordinate at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting the office or desk(s) assigned hereunder or the Facility; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Facility or any ground leases or underlying leases for the benefit of 36N. Termination of 36N’s lease will immediately and automatically terminate the Membership and all of 36N’s obligations to Member without the need for a further written instrument. Notwithstanding the foregoing sentence, if for any reason 36N’s lease is terminated, 36N will provide a courtesy notice to Member, who will immediately remove all belongings and vacate the Facility.

21. ATTORNEY FEES

Member shall reimburse 36N, upon written demand, for all actual and reasonable costs, expenses and attorneys’ fees and disbursements that 36N incurs in connection with a breach or default by Member under the Membership or the enforcement of any provision or covenant of the Membership against Member, regardless whether suit is commenced, or settled or judgment is entered.

22. CHOICE OF LAW/WAIVER OF JURY TRIAL

The Membership shall be subject to, interpreted by and in accordance with the laws (excluding conflict of law provisions) of the state of Oklahoma. MEMBER HEREBY EXPRESSLY AND KNOWINGLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL IN ANY ACTION, SUIT, CLAIM OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OR NON- PERFORMANCE HEREOF.

23. SURRENDER; ABANDONMENT

Upon termination of the Membership for any reason, Member shall remove its effects and belongings, peaceably surrender such the office or assigned desk(s) or the Common Areas, in not worse than the same order, repair and condition in which it was received, subject to ordinary wear and tear, and damage caused by 36N or its agents, employees or contractor and vacate the Facility. Should Member fail to remove its effects, surrender the office or desk(s) assigned by 36N and vacate the Facility following the termination of the Membership, Member’s personal property shall be deemed to be abandoned and 36N may remove the dispose of Member’s personal property in any manner it desires and Member hereby releases 36N and irrevocably waives any claim against 36N for such removal and disposition and 36N shall have no liability for same. If the assigned desk or office requires repairs, 36N will repair the damage and withhold the amount for the repairs from Member’s security deposit. If the cost to repair damage exceeds the amount of the security deposit, 36N will invoice Member and Member agrees to immediately pay the invoiced amount in readily available funds.

Any time 36N reasonably believes a Member has vacated or abandoned the office or desk(s) assigned by 36N, 36N may deem Member’s office or desk(s) to be vacant, 36N may pack up and remove Member’s belongings, and 36N may redeploy the office or desk(s) to another member. If Member has not given formal notice of termination, 36N will deem that Member’s notice was given on the date that 36N makes the above determination. 36N will use its best efforts to inform the responsible parties at Member of this action.

24. NO WAIVER

The failure of 36N to insist upon strict performance by Member of any of the conditions, provisions, rules and regulations, expectations and agreements in the Membership, or to exercise any option, shall not be deemed a waiver of any of 36N’s future rights or remedies. 36N may, in its sole and exclusive discretion, waive any one or more of these Terms and Conditions for the benefit of any particular member. Such waiver shall not prevent 36N from thereafter enforcing any such term or condition against Member or any or all other members of the Facility.

25. AMENDMENT

36N may, at any time, to change or rescind any one or more of these Terms and Conditions, or to make such other and further reasonable terms and conditions as in 36N’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the Facility, and for the preservation of good order therein, as well as for the convenience of other occupants and licensees.

26. INTELLECTUAL PROPERTY

Member shall not refer to 36N in any manner including, without limitation, use of the words “36 Degrees North Co.”, 36°” or “36N” in any name, logo or other means of identifying Member or its business without the consent of 36N, provided, Member may use 36N or the address of 36N for mailing address purposes. Member shall grant 36N a limited, non-exclusive, revocable license to use Member’s name or mark on 36N’s website and other print and electronic publications for promotion, advertising and marketing purposes for the Facility. 36N may offer branding opportunities for Member, including signage above dedicated desk or office area.

27. NOTICES

Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by electronic mail to 36N or to Member at the email address on file, as the case may be. Notice shall be deemed to have been given when delivered personally or the same day mailed electronically. Either party may designate another address for notice by providing notice to the other of its change of address pursuant to this provision.

28. INSURANCE

36N shall keep in force policies of Property Insurance and General Liability Insurance sufficient to cover the common areas of the Facility and any permanent improvements in the Facility and worker’s compensation, if applicable.

All members and guests are responsible for their own belongings and actions. It is strongly recommended that Members carry a Renters’ Insurance policy to cover your own equipment while using the 36N Facility, as well as insurance required by law, including worker’s compensation insurance, if applicable.

36N and Member agree to obtain and maintain throughout the term of the Membership endorsements to their respective insurance policies waiving the right of subrogation of their insurance companies against the other party and its agents and employees. Member shall cause its insurer to name 36N as an additional insured.

29. PRIVACY POLICY

36N’s policy on its gathering and use of information is set out in the attached Privacy Policy, attached hereto as Attachment 1 and incorporated herein by this reference.

ATTACHMENT 1

Privacy Policy

This Privacy Policy (“Privacy Policy”) is attached to and made a part of the Membership Terms and Conditions.

Uppercase terms used but not otherwise defined herein have the meaning in set out in the Membership Terms and Conditions.

1. General

This Privacy Policy explains under what circumstances 36 Degrees North Co.(36N), an Oklahoma not for profit corporation (sometimes referred to in this Privacy Policy as “we,” “us,” or “our”) gathers information in connection with the access of the Facility and use of Services and the website located at www.36degreesnorth.co (the “Website”) by each member, guest and any other person who uses 36N’s Services or the Website (referred to in this Privacy Policy as “you” or “your”), how we use such information, and who may access that information.

2. Use is Acceptance

YOUR USE OF THE SERVICES OR THE WEBSITE CONSTITUTES YOUR UNCONDITIONAL ACCEPTANCE OF THE PRACTICES DESCRIBED IN THIS PRIVACY POLICY. IF YOU DO NOT AGREE WITH AND ACCEPT ALL OF THE PRACTICES DESCRIBED IN THIS PRIVACY POLICY, DO NOT USE THE SERVICES OR THE WEBSITE AND DO NOT PROVIDE OR SUBMIT ANY IDENTIFIABLE INFORMATION VIA OR WHILE USING THE WEBSITE OR THE SERVICES.

3. Revisions

This Privacy Policy may be revised by us periodically. If revised, we will provide notice to you via the email address you indicated on the Membership Portal or that we otherwise have on file. If you change your email address and do not notify us you have irrevocably waived your right to receive notice of any revisions that occur prior to you providing an updated email address. Your continued use of the Services or the Website following our notice, or attempted notice, to you of any changes in this Privacy Policy will constitute your acceptance of such modifications.

4. Consent to Collection and Use

By submitting Personal Information via the Membership Portal or providing 36N with any Personal Information at or via the Website, you are thereby consenting to our use and disclosure of such Personal Information in accordance with the terms and conditions of this Privacy Policy.

5. Collection of Personal Information

We will collect and store certain information about you when you populate and submit the Membership Portal Login and such information will be transported over a third party’s telecommunications network and stored on third party equipment. In addition, you may disclose or disseminate personal or business data and/or information in connection with your use of the Services while using 36N or its affiliates’ networks or equipment, which data and information will be stored or cached on 36N’s systems, computers, servers or other equipment. All of the foregoing referenced information, together with the following information is referred to herein as “Personal Information”:

· your name

· your address

· your e-mail address

· your credit card number and/or other payment account information.

6. Our Use and Sharing of Personal Information

We use your Personal Information as is necessary in order to provide Services to you as a Member of 36N, including without limitation:

· to bill you for payments owed by you;

· for authentication and identification purposes;

· to confirm your compliance with the Member Agreement and/or to investigate any potential breach of the Membership; and

· to protect the networks, data, software or business interests of 36N and members.

We may also use your Personal Information to contact you with information relating to your membership account or the Services provided by 36N.

7. Other Disclosure

We are committed to protecting your privacy and we will not sell or lease your Personal Information to any third party. However, in addition to using and disclosing your Personal Information in the manner described above, we may disclose the applicable and necessary portions of your Personal Information:

· to any person, entity or organization for the purpose of connecting member to other resources for, in our judgement, the benefit of your business;

· to financial institutions and other service providers as is reasonably necessary to verify your credit card information and to bill your credit card for any payments owed by you relating to your Membership with 36N and/or use of the Services;

· to our service provider and agents who provide hosting services, and web and technical support providers, as is necessary or required in connection with the operation, maintenance and support of the Services and the Website;

· to comply with any legal requirements, subpoena, discovery requests, or court orders, to defend any legal or administrative proceedings, or as we believe in good faith is necessary to comply with any laws or legal requirements;

· as 36N believes is necessary or appropriate in an emergency situation, including without limitation, to prevent criminal activity, personal injury or property damage;

· to the police, financial institutions or other appropriate authorities in connection with any investigation of suspected criminal or fraudulent activity by Member or any other person or entity.

· to protect or defend our rights or property (including enforcement of our rights under the Membership); and

· in connection with any legal proceedings relating to your use of the Services or the Website.

Except as described in this Privacy Policy, we will not disclose your Personal Information outside of 36N without your consent. We may share aggregated demographic and statistical information that is not linked in any manner to personal information and that cannot identify any individual person.

8. Use by Other Parties of Your Personal Information

Your Personal Information may be accessed by any person who has access to your account log-in information (“Log-In Information”). You should carefully protect the security and integrity of your Log-In Information to guard against unauthorized access and disclosure of your Personal Information. Further, we cannot control how third parties and other users of the Website may use any information that you disclose in postings or submissions while using the Website or any part of the Services, including without limitation in your postings in chat rooms and on message boards and forums. We encourage you not to disclose or provide any personal or sensitive information while using any generally-accessible sections of the Website.

9. Security

For the processing of credit card payments, our payment processor uses a Secured Socket Layer (SSL) server which encrypts your personally identifiable data prior to transmission of this information over the Internet. We have also put in place reasonable physical measures and administrative procedures to safeguard against unauthorized access of Personal Information and to help prevent the loss, misuse or alteration of Personal Information that we collect in connection with your use of the Services and the Website. However, we cannot guarantee that the security measures we implement in connection with the operation of the Website and the Services will absolutely prevent others from accessing or acquiring any of your Personal Information, including without limitation your credit card information.

10. Email Communications

From time to time, we may email you information relating to other services provided by 36N, its members and/or associated organizations. You consent to the delivery of such communications by e-mail to the e-mail address that you provided in the Membership Portal or while otherwise using the Services or the Website. Email sent by 36N will include an option to unsubscribe from future emails, excluding emails regarding your membership account.

11. Technological Measures

In addition to the Personal Information you provide to us, we may also collect certain, anonymous information as you access and navigate the Website. When you visit the Website, we send one or more cookies- a small file containing a string of characters – to your computer or other device that uniquely identifies your browser. We use cookies to improve the quality of our service, including analyzing the data for storing user preferences and tracking user trends. We may set one or more cookies in your browser when you visit the Website. Cookies are required to use the Services and you may be required to log-in to your account after a certain period of time has elapsed to protect against others accidentally accessing your account information. In addition, when you access the Website, our servers automatically record information that your browser sends. These server logs may include information such as your web request, Internet Protocol address, browser type, browser language, the date and time of your request and one or more cookies that may uniquely identify your browser. We use these technological tools to collect information to have a better understanding of how people use the Services and the Website, to analyze data for trends and statistics, to help diagnose problems with our servers, to enhance the Services, and to enhance and tailor members’ experiences using the Services and the Website. The information collected is not personally identifiable and we do not link this information to any personally identifiable data.

12. Use of Third Party Websites

The Website may contain links to other websites that are owned or operated by third parties that are unrelated to 36N. Once you have clicked on a link or button activator connecting you to such third-party website, you will leave the Website and be taken to a website that we do not control. THIS PRIVACY POLICY DOES NOT APPLY TO ANY PERSONAL INFORMATION COLLECTED ON ANY THIRD PARTY WEBSITE. We suggest that you read the privacy statement of the third-party website before providing any personally identifiable data on that website. We are not responsible for any use by any person or entity of any information that you may provide while accessing or using any third-party website.

13. Accessing and Changing Personal Information

You may access your membership account and amend your Personal Information contained therein at any time. In addition, you have the right to contact us at any time to: (a) ANYTIME AFTER MEMBERSHIP EXPIRES WE CAN REMOVE YOUR PERSONAL INFORMATION FROM OUR DATABASE. You can update and modify your Personal Information relating to your membership account. Please use the contact information provided below. Such request may require us to terminate your membership in 36N. If any such Personal Information is removed from our servers or computer networks, any third party who had access to such Personal Information prior to its removal may have retained some or all of such Personal Information. We are not responsible for the retention or use by third parties of any of your Personal Information at any time, including following its removal from our servers or computer networks.

14. Children’s Privacy

The Website and the Services are designed and intended for use only by individuals who are at least eighteen (18) years old. We are committed to protecting the privacy of children and we do not collect any personally identifiable information from children we actually know are under the age of 18. To ensure compliance with the Children’s Online Privacy Protection Act (COPPA), we will not intentionally or knowingly collect any personal information from any individual who is not at least eighteen (18) years old.

15. Consent to Use Likeness

I understand that when at the Facility I or my employees may be photographed, filmed, interviewed or otherwise for commercial purposes, or my likeness or voice or that of my employees may be in the background of an interview or other publicity coverage. I hereby release any claim I may have with respects to such publicity coverage and grant and convey to 36N all right, title and interest in and to any and all photographs, images, video, audio recording or likeness of me or my employees associated use of the Facility and I agree that 36N may use such photographs, images, audio recordings or likenesses in connection with publicity.

16. Contacting 36N

To contact us with any questions, please send an e-mail to [email protected], and we will work to ensure your inquiry is passed on to and answered by the appropriate person in a timely manner. Please be aware that e-mail you send us is not necessarily secure against interception. If your communication pertains to sensitive information then you should contact us in person or via regular mail or telephone. If you have any questions about this Privacy Policy or the practices of 36N, you can contact us at [email protected] or at (918) 884-3550.