Membership Terms

Updated August 15, 2016

ROAM

MEMBERSHIP AGREEMENT

In consideration of your payment in advance of the cost of the Membership Package you selected and the representations, warranties and covenants you make in this membership agreement (“Agreement”), VantagePoint Centers, LLC d/b/a Roam (“Roam”, “we” or variants) will provide you (“you” or variants) the services and benefits during this Agreement described in the Membership Package you selected, including use of the space at the facility for which you signed up (the “Facility”) (collectively, the “Services”), subject to this Agreement, which may be updated from time to time. By renewing (or not cancelling) your membership, you agree to and are bound by the terms of this Agreement.

Nature of this Agreement

The whole of the Facility remains in our possession and control. YOU ACKNOWLEDGE AND AGREE THAT THIS MEMBERSHIP AGREEMENT CREATES NOTENANCY INTEREST, LEASEHOLD ESTATE, USUFRUCT, OR OTHER REAL PROPERTY INTEREST IN YOUR FAVOR WITH RESPECT TO THE FACILITY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY US NOR THIS MEMBERSHIP AGREEMENT SHALL IN ANY MANNER CREATE OR CONSTITUTE A LANDLORD/TENANT RELATIONSHIP. Instead, we are giving you the right to share with us the use of the Facility on the terms provided herein so that you can receive the Services. This Membership Agreement is personal to you and cannot be transferred to anyone else.

Term of this Agreement

This Agreement shall be effective when your initial payment has been received. The initial term of this Agreement shall be for two months (the “Initial Membership Term”) and will automatically renew on a monthly basis until terminated by you or us. If you join mid-month, the first month’s membership fee and Hours will be pro-rated. All Roam memberships expire and/or renew on the last day of the month (the “Renewal Date”) and the next month’s membership fee will be charged on or about the 1st day of the month. If you decide for any reason not to renew your membership, you must give us written notice on or before the 25th of the month prior to the next renewal date. If we decide for any reason not to renew your membership, we will give you written notice containing the date of termination.

Fees and Payment

Membership fees are posted on the Roam website and are subject to change. We will post any increase in fees at least 30 days prior to any increase. All amounts are in U.S. dollars.

Your monthly membership fee includes the use of the Facility for the number of hours per month at the membership level for which you have applied (Café, Gold, Platinum, Group, etc.) (“Hours”). If you use the Facility for more than the allotted Hours, you will be charged for the overage according to our then-current rates. You agree to pay the Initial Membership Term fee, even if you terminate this Agreement at the end of the first month. There is no rollover of unused Hours in a given month. Amenities for the month paid for are provided starting the first day of the next month.

By clicking on the “Place Order” button, you hereby authorize us to initiate a charge to your credit card in the amount indicated below plus a one-time activation fee of $35. Additional members that are added to Platinum Group Memberships will require a one-time $10 activation fee per person. Your initial order is for two months (the Initial Membership Term), which will be charged in two monthly amounts, and will be automatically renewed there after on a monthly basis until terminated by you or Roam. Your order includes our automatic renewal service. This means you authorize Roam to automatically charge the then-current monthly renewal fee to the credit card stored with your account before your subscription expires.

No charges other than your monthly membership will be automatically charged to your credit card. If your credit card is cancelled or a charge is declined, failure to update the card information by the 10th
of the then-current month may result in suspension or termination of your access and/or your account. You agree that you will not dispute any valid charges unless you have already made an effort in good faith to rectify the situation directly, and those efforts have failed. You represent and warrant you are the legal cardholder for this credit card, and that you are legally authorized to enter into this recurring agreement with Roam.

Termination

To the maximum extent permitted by applicable law, we may terminate this Agreement immediately by giving you written notice and without need to follow any additional procedure if (a) you become insolvent, file a petition for bankruptcy, go into liquidation or become unable to pay your debts as they fall due, or (b) you are in breach of one of your obligations which cannot be cured or which we have given you notice of default and which you have failed to cure within fourteen (14) days of that notice, or (c) your conduct, or that of someone at the Facility with your permission or invitation, violates our policies. If we terminate this Agreement for any of the above reasons it does not terminate any outstanding obligations, including additional services used and the monthly fee for the remainder of the period for which this Agreement would have lasted if we had not terminated it.

In the event that we are permanently unable to provide the Services at the Facility for which you selected during signup then this Agreement will terminate when such Facility closes and you will only have to pay monthly fees up to the date the Facility closes and for the additional services you have used up to the date of termination. We will use commercially reasonable efforts try to find suitable alternative accommodation(s) for you at another Facility.

Subject to applicable law, we reserve the right to deny, suspend or terminate your membership in its sole discretion. You also agree that we may from time to time adopt policies regarding content, advertising and on-premises behavior. These policies will be available on our Privacy Policy website at www.meetatroam.com/privacy_policy_roam_virutal, as updated from time to time.

These policies are intended to complement our family friendly business environment. We do not allow behavior that threatens or puts in danger other members, guests or Roam’s employees. We expect respectful behavior from our members, and we prohibit sexually explicit, hateful and violent content that we believe impacts the Roam name or business. Members are responsible for damages to our property and that of our Members. Your failure to comply with these policies may result in termination of your membership.

Prohibited Activities

You agree that while you are a member, in the Facility or using the Services, you will not: (a) use the Facility or Services for any purpose that is unlawful or prohibited by this Agreement, or interfere with the use of the Facility by us or by others, cause any nuisance, harass or annoy any other members, cause an increase in insurance premiums or cause loss or damage to us or any other member or user of the Facility; (b) place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in our judgment, appear unsightly from the common areas or from the outside of the building; (c) use the Facility for retail activity open to the general public, use the Facility in any way that creates a health or safety risk, including, without limitation, chemical, biological or medical research, or otherwise conduct activities at the Facility that are inconsistent with a non-industrial office environment; (d) bring into the Facility, or knowingly permit guests or invitees to bring into the Facility, any hazardous, flammable or combustible materials, explosives, fireworks or weapons, regardless of whether you possess a concealed carrypermit; (e) install fixtures to or otherwise undertake any structural or cosmetic changes to the Facility building, parking deck or surrounding areas,including, without limitation, moving, removing or adding walls, painting walls, removing or adding doors, installing or removing carpet or other flooring, disabling or tampering with HVAC, elevators, fire alarms, fire doors or security systems, or adding or removing locks or other access restraint device on doors or windows; (f) install any cabling, IT or telecom connections without our consent, which may be refused in its absolute discretion; (g) obstruct or use for any purpose other than for ingress to and egress from the Facility, the sidewalks, halls, passages, exits, entrances, elevators and stairways; (h) make any holes in the walls of any assigned space or any community space in the Facility, or (i) make any modifications to any assigned space. The halls, passages, exits, entrances, elevators, stairways, and balconies are not for the use of the general public and we shall, in all cases, retain the right to control and prevent access there to by all persons whose presence in our judgment reasonably exercised, shall be prejudicial to thesafety, character, reputation and interests of Roam or its members.

Internet
Access to the Internet is provided to you in the Facility during your membership. Service interruptions, if they occur, will be handled as promptly as possible. We are not responsible for any loss, interruption, corruption, or modification of data, and any business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, intrusion or other malicious attack.

Unless we otherwise in writing, you are receiving a single user account solely for your use of the Internet through one unit per login session.[1] You agree not to resell any aspect of the Internet service, whether for profitor otherwise, share your IP address or ISP Internet connection with anyone,access the Internet service simultaneously through multiple units or toauthorize any other individual or entity to use the Internet service. You agreethat sharing the Internet service with a third party breaches this Agreement and may constitute fraud or theft, for which we reserve all rights andremedies. You have no proprietary or ownership rights to a specific IP or other address, log-in name or password that you use on our network. We may changeyour address, log-in name or password at any time. We may assign you an IP address each time you access the Internet service, and it will vary. You may not assign your log-in name, password or IP address to any other person. You agree not to use the Internet service, our network or website for any fraudulent, unlawful, harassing, illegal or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities,or to any person or entity. Improper uses of the Internet service we provide, include, but are not limited to: (a) Violating any applicable law or regulation; (b)posting or transmitting (either uploading or downloading) content you do not have the right to post or transmit; (c) posting or transmitting (eitheruploading or downloading) content that infringes a third party’s trademark,patent, trade secret, copyright, publicity, privacy or other right; (d) posting or transmitting (either uploading or downloading) content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion; (e) attempting to intercept, collect or store data about third parties without their knowledge or consent; (f) deleting, tamperingwith or revising any material posted by any other person or entity (other than with respect to sites and services owned or managed by you); (g) accessing, tampering with or using non-public areas of the Internet service or ourwebsite, computer systems or network, or blocking, jamming or otherwise interfering with the Internet or internal communications of any member; (h)attempting to probe, scan or test the vulnerability of a system or network orto breach security or authentication measures (other than by an authorized Internet security firm); (i) attempting to access or search the Internet service or our network or website with any engine, software, tool, agent,device or mechanism other than the software and/or search agents provided by us or other generally available third party web browser; (j) sending unsolicited messages, including, without limitation, promotions or advertisements forproducts or services, “pyramid schemes,” “spam,” “chain mail” or “junk mail”;(k) using the Internet service or our website or network to send altered, deceptive or false source-identifying information; (l) attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Internet service or our website or network; (m)uploading files that contain viruses, Trojan horses, works, time bombs,cancelbots, ransomware, corrupted files or any other similar software or programs that may damage the operation or use of computer, network, data or property of another; (n) interfering or attempting to interfere with the accessof any user, host or network, including, without limitation, sending a virus or other malware to the Internet service or our website or network, overloading, “flooding,” “spamming,” “crashing” or “mailbombing” the Internet service or ourwebsite or network; or (o) impersonating or misrepresenting your affiliation with any person or entity.
If we suspect violations of any of the above, we will investigate and may institute legal action, immediately deactivate your access to Internet service in the Facility without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings againstviolators. You agree to cooperate with us in investigating suspected violations.

Rights to Publicity; Required Disclosure

You agree to allow us to publish your name, company name, title, website, likeness and other similar details on the web or in print; provided, however, that we shall have no obligation to do so. We reserve the right at all times to disclose any information about you, your participation inand use of the Services as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

Authority

You hereby represent and warrant that you are 18 years of age or older and have all requisite legal power and authority to enter into this Agreement and abide by the terms and conditions of this Agreement and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict withor result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.

Warranty Disclaimer

THE FACILITY, FURNISHINGS, EQUIPMENT AND SERVICES ASSOCIATED WITH THIS MEMBERSHIP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ROAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIEDWARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROAM OR ANY OF ITS AFFILIATES, THEIR RESPECTIVE PAST, PRESENT ANDFUTURE SHAREHOLDERS, PARTNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, FRANCHISEES, REPRESENTATIVES OR AGENTS (THE “ROAM PARTIES”) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF ORIN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE FACILITY, MATERIALS, EQUIPMENT OR SERVICES CONTEMPLATED BY THIS MEMBERSHIP AGREEMENT OR THE ACTS OF THE OTHER MEMBERS, INCLUDING, WITHOUT LIMITATION, ANY BODILY INJURY, DEATH ORPROPERTY DAMAGE, AND EVEN IF ROAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF THE ROAM PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE FACILITY, MATERIALS, EQUIPMENT OR SERVICES CONTEMPLATED BY THIS AGREEMENT SHALL NOT EXCEED ANY AMOUNTS PAID BY YOU TO ROAM DURING THE TWELVE (12) MONTHS PRECEDING THE ACT OR OMISSION OUT OF WHICH SUCH LIABILITY ARISES.

Indemnification

You agree to defend, indemnify and hold harmless the Roam Parties from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable fees), judgments, fines and penalties based upon or arising out of or related to your activities at the Facility, including, without limitation, any actual or threatened suit, demandor claim arising out of or relating to your use of the Facility, your violation of this Agreement or damage or injury that you cause to any third party.

Assignment

This Agreement and the rights and obligations here under may not be assigned, delegated or transferred by you by contract, merger oroperation of law. This Agreement and the rights and obligations here under shall be freely assignable by us, without your consent. Any transfer in violation of this Agreement shall be of no power or effect.

Waiver or Modification

Any waiver of a breach of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any other breach of such provision of this Agreement. The failure to insist on strict adherence to any term of this Agreement on one or more occasions shall not be considered awaiver or deprive us of the right thereafter to insist on strict adherence to that term or any other term of this Agreement. Neither this Agreement nor any part of it may be waived, changed or terminated orally, and any waiver, amendment or modification must be in writing signed by an authorized member ofthe staff of Roam.

Choice of Law

This Agreement will be governed and construed and enforced in accordance with the laws of the State of Georgia, without regard to its conflicts of law rules.

Notices

All notices given under this Agreement to you shall be in writing and shall be addressed to the most recent email address you provided tous as your address for receiving official notices, delivered to you in person, or delivered to such other address we have on file for you via US Mail. If notice is given by US mail, notice shall be deemed given upon the earlier of actual receipt or 3 business days after the same was posted. All notices to us shall be emailed to [email protected].

Severability

In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in wholeor in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

Entire Agreement

This Agreement, together with the Sign Up Form contains the entire understanding of us and you relating to the subject matter of this Agreement and supersedes all other prior written or oral agreements, understandings or arrangements between us and you relating to the subject matter hereof.