Virtual Terms & Conditions

07/09/2019

THE HATCHERY MEMBERSHIP AGREEMENT

(“AGREEMENT”)

WELCOME to the Hatchery. The Hatchery is a co-working space in the new town of Babcock Ranch.

We are a place for independent workers, entrepreneurs, small business owners, freelancers, telecommuters, artists, non-profit workers, volunteers, hobbyists and anyone looking to transition into a meaningful new career, develop an encore career, or turn a passion into a career.

We are a collaborative working environment and community dedicated to supporting and encouraging our Members to find purpose, further develop passions, and achieve career goals.

The Hatchery is owned and operated by Babcock Ranch Hatchery Operations, LLC, a Delaware limited liability company, doing business as “the Hatchery”, with a street address of 42881 Lake Babcock Drive, Babcock Ranch, Florida 33982, and additional space located on the second floor of the building located at 42891 Lake Babcock Drive, Babcock Ranch, Florida 33982 (referred to as the Hive, but collectively, the “Hatchery”).

Hours of operation: Monday to Friday, 6 a.m. to 8 p.m., Saturday and Sunday, 9 a.m. to 6 p.m. Members will have keycard access for use when the Manager is not on duty.

Terms and Conditions

1. Acceptance of Terms. Membership in the Hatchery is subject to the following terms of use contained in this Agreement. The person or entity accepting these terms and conditions shall be referred to herein as the “Member” (or “you”). These terms will remain valid and binding on Member regardless of any changes in membership level (plan) at the Hatchery. Member acknowledges that it has read and understands all of the terms and conditions contained in this Agreement and further agrees to be bound by the terms hereof and by the Hatchery Rules, as may be amended from time to time.

2. Membership. By accepting the terms of this Agreement, Member acknowledges that this is a membership (“Membership”) and not a lease of any kind. As such, this Agreement is not subject to Chapter 83 of the Florida Statutes. It is freely terminable at will by either party, as set forth below. When a legal entity (such as a corporation, partnership, etc.) is a Member, it may identify up to three (3) individual natural persons to partake of the benefits of Membership, which beneficial rights shall continue until said entity changes such benefitted parties by written confirmation to the Hatchery of same. Such Member entity shall be permitted to update the listing of individuals every six (6) months. Member acknowledges that the membership is individual, and the use of the Hatchery is solely for the Member (or in the case of an entity, the three (3) individuals) named in this Agreement.

3. Membership Plans. The Hatchery Membership Plans are detailed on Exhibit “A”. By accepting the terms herein, you have also agreed to the Membership Plan of your choosing. Use of studio space at the Hive shall require the Member to sign an event rental agreement. Upon receipt of your online submission request for Membership, the Hatchery will determine whether there is sufficient available space at the Hatchery to accommodate your request and whether your proposed use is prohibited pursuant to Paragraph 9 below and will provide a confirmation by email confirming whether your online submission is approved or denied. Please note that Membership is based upon a first-come, first-served basis and is subject to Paragraph 9 below. From time to time, the Hatchery will host events at the Hatchery, and may make same available to the Members, for a fee, discounted fee, or for no fee, at the sole discretion of the Hatchery.

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4. Manager. The Hatchery will make reasonable efforts to have a Manager (“Manager”) on duty

between 9 a.m. and 5 p.m., Monday through Friday, subject to breaks and lunch breaks, with the

understanding that, on occasional sick days, personal days or vacation days, a substitute Manager may not

be available at all times. The Manager is there as a courtesy to the Members, and not as an administrative

assistant to the Members. The Manager is authorized to perform the following tasks only: assist in Member

sign up and day passes; schedule conference room bookings; assist with catering orders from Slater’s Goods

and Provisions; answer phone calls related to the Hatchery operations; greet guests and notify Members of

guests’ arrival; and answer general questions regarding operations at the Hatchery. The Manager is not

responsible for accepting mail, deliveries or service of process for any Member.

5. Guests. All guests of a Member shall be required to be registered at the front desk. The Member

shall ensure each guest’s compliance with the terms and conditions hereof and the Rules of the Hatchery

and shall indemnify the Hatchery for any violation thereof by a guest, as provided in Paragraph 16 below.

Each guest is required to sign in at the front desk each time he or she enters the Hatchery.

6. Rules. Please see the Rules of the Hatchery located on Exhibit “B” (the “Rules”). Member

agrees to be bound by and comply with the Rules at all times. Member acknowledges that the Hatchery

hereby reserves the right to update the Rules from time to time, and that the Hatchery’s interpretation of

the Rules is final. The Hatchery will attempt to contact Member to notify Member of any updates or changes

to the Rules within 30 days of their enactment, using the contact information provided in this Agreement.

Member may report an infraction of the Rules by another Member by completing an incident write up form

on line. Members may bring matters to the attention of the Manager but acknowledge that the Manager may

not be in a position to address the infraction at the moment of occurrence. Any security matters will be

referred to security for the Babcock Ranch Community.

7. Payment. All monthly payments are due and payable from Member in full, in advance. Costs will

be pro-rated by the Hatchery when the Membership begins after the first of any month. Member will not

be permitted access to the Hatchery if Member’s account is past due. You will automatically be charged

any bank fees imposed on the Hatchery, plus a processing fee of $15.00, for any returned payment item due

to closed accounts, insufficient funds, etc.

8. Term and Termination. There is no term under this Agreement. Either party may terminate this

Agreement at any time. Terminations are effective immediately upon their delivery to the other party by

written notice. Should Member terminate this Agreement, Member shall be responsible for costs and fees

of membership through the end of the month of the termination. The Hatchery will pro-rate fees for any

month where the Hatchery terminates this Agreement for no cause. However, the Hatchery reserves the

right to end any membership at any time, immediately and without notice, if Member fails to abide with

this Agreement or the Rules. In such case, Member shall be obligated for fees through the end of the month

of termination.

9. No Unlawful or Prohibited Use. Member agrees to not use the Hatchery for any purpose that is

(i) unlawful or prohibited by these terms, conditions, the Rules or any notices; or (ii) any business purpose

determined to be prohibited, at the sole discretion of the Hatchery, which includes, but is not limited to, the

sale or brokerage of insurance or title insurance, the provision of real estate brokerage services, the

provision of medical services, and any use now or hereafter prohibited by any use restrictions applicable to

the Hatchery, unless such use is approved for the Member by the Hatchery in writing, which approval shall

be at the sole discretion of the Hatchery. You may not attempt to gain unauthorized access to any accounts,

computer systems or networks connected to any Hatchery server or through hacking, password mining or

any other means. You may not obtain, or attempt to obtain, any materials or information through any means

not intentionally made available hereunder. You will be liable to the Hatchery for any damages or harm

suffered by the Hatchery as a result of your violation of this Agreement.

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10. Disclosure. The Hatchery reserves the right at all times to disclose any information about you or

your membership, as the Hatchery deems necessary, to satisfy any applicable law, regulation, legal process

or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in

part, in the Hatchery’s sole discretion. You will indemnify the Hatchery for any costs it incurs in

responding to any lawful subpoena, process, or order seeking access to your information, whether written

or in electronic form.

11. Confidentiality.

A. You acknowledge and agree that during your Membership you may be exposed to Confidential

Information. “Confidential Information” shall mean all information, in whole or in part, that

is disclosed by the Hatchery, or its employees or other Members of the Hatchery (“Disclosing

Party”) that is nonpublic, confidential or proprietary in nature. Confidential Information also

includes, without limitation, information about business, sales, operations, know-how, trade

secrets, technology, products, employees, customers, marketing plans, financial information,

services, business affairs, any knowledge gained through examination or observation of or

access to the facilities, computer systems and/or books and records of the Disclosing Party.

Any analyses, compilations, studies or other documents prepared by the Disclosing Party or

otherwise derived in any manner from the Confidential Information and any information that

you are obligated to keep confidential or know or have reason to know should be treated as

confidential.

B. Your continued Membership obligates you to:

1. Maintain all Confidential Information in strict confidentiality.

2. Not to disclose Confidential Information to any third parties.

3. Not to use the Confidential Information in any way directly or indirectly detrimental to the

Disclosing Party.

C. All Confidential Information remains the sole and exclusive property of the Disclosing Party.

You acknowledge and agree that nothing in this Agreement nor Membership in the Hatchery

will be construed as granting any rights to you, by license or otherwise, in or to any Confidential

Information or any patent, copyright or other intellectual property or proprietary rights of the

Disclosing Party.

The Obligations of this Paragraph 11 shall survive termination of this Agreement.

12. Participation. You acknowledge that you are participating at your own free will and decision.

You acknowledge that the Hatchery does not have any liability with respect to your access, participation

in, use of, or any loss of information resulting from such participation or use. Memberships are not

transferable and shall not be lent out at any time to anyone for any reason.

13. Approval of Advertising/Marketing Materials. All promotional and advertising materials that

contain video, photographic or written materials relating to the Babcock Ranch Community as used by

Member in connection with its activities in accordance with the Membership Agreement, shall be subject

to the prior written approval of the Hatchery, which approval shall not be unreasonably withheld.

Members shall provide the Hatchery a minimum of seven (7) business days to review such materials and

either approve or recommend changes. Only approved materials shall be permitted.

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14. Disclaimer of Warranties. To the maximum extent permitted by applicable law, the Hatchery

provides the Membership, its events and its ancillary Services (as defined in Paragraph 14 below) “as is”

and with all faults, and hereby disclaims with respect thereto all warranties and conditions, whether express,

implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related

to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses,

results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title,

quiet enjoyment, and quiet possession, correspondence to description or non-infringement. The entire risk

as to the quality, or arising out of participation in the Hatchery, its events and ancillary Services, remains

with the Member. The Hatchery disclaims any warranty regarding the performance or reliability of any

IT, telecommunication, video, audio or phone system related equipment available at the Hatchery.

15. Limitation of Liability and Remedies. Member recognizes that the internet services available at

the Hatchery are separately owned and not subject to the control of the Hatchery. You agree that the

Hatchery shall not be liable for damages incurred or sums paid when the internet services are temporarily

or permanently unavailable due to malfunction of, or cessation of, internet services by network or internet

service providers, or for transmission errors in, corruption of, or the security of your information carried on

such networks or internet service providers. The Hatchery shall have no liability hereunder for damages

incurred or sums paid due to fault by you or any third party, or by any harmful components (such as

computer viruses, worms, computer sabotage, and denial of service attacks). The Hatchery is not liable for

any breach of security on your computer or network. You agree that it will not hold the Hatchery responsible

for any selection or retention of, or the actions or omissions of, third parties in connection herewith, or hold

a third party responsible for any selection or retention of, or the acts or omissions of, the Hatchery in

connection with the internet service. Without limiting the foregoing, Member agrees that it will not hold

the Hatchery responsible for (a) third party claims against Member for damages, (b) loss of or damage to

Member’s records or data or those of any third party, (c) loss or damages to Member associated with the

inoperability of your equipment or applications with any component of the internet service, or (d) failure

of the Hatchery equipment (furniture, phone system, etc.).

For purposes of this Agreement, “Services” shall refer to the following:

1. Manager services as provided in Paragraph 4 above;

2. Provision of the following utilities: water, waste water, electricity, HVAC and internet access;

3. Maintenance, climate control and cleaning of the Hatchery spaces.

16. Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent

permitted by applicable law, in no event shall the Hatchery or its subsidiaries (whether or not whollyowned),

affiliates, divisions, and their past, present and future officers, agents, shareholders, members,

representatives, employees, successors and assigns, jointly or individually be liable for any direct, special,

incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to,

damages for: lost revenue, loss of profits, loss of technology, loss of confidential or other information,

business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or

of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any

way related to the participation in or inability to participate in or use of the Services, the provision of or

failure to provide Services, or otherwise under or in connection with any provision of this Agreement, even

in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty

of the Hatchery, and even if the Hatchery has been advised of the possibility of such damages. In any event

and under all circumstances the Hatchery shall not be liable to you on any basis for a sum exceeding the

monthly membership fees you have paid the Hatchery.

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17. Indemnification. You release, and hereby agree to indemnify, defend and save harmless, the

Hatchery and the Hatchery’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their

past, present and future officers, agents, shareholders, members, representatives, employees, successors and

assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses,

judgments, fines and penalties based upon or arising out of (i) your non-compliance with your obligations

under this Agreement, (ii) any and all claims by any of your guests, customers or other third parties in

connection with your use of the Hatchery or the Services, or (iii) your negligent actions, errors and

omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You

further agree in the event that you bring a claim or lawsuit in violation of this Agreement, you shall be

liable for any attorney’s fees and costs incurred by the Hatchery or its respective officers and agents in

connection with the defense of such claim or lawsuit.

18. Insurance. The Hatchery will carry General Liability insurance insuring its interests. The

Hatchery shall not be liable for the disappearance, loss or theft of, or damage to your personal/private

property, including your computer, cellular phone, money, or jewelry, or for any damage to the property or

person of any officers, employees, agents, invitees or guests. Members are not required to provide evidence

of insurance, but it is strongly encouraged that Members carry an insurance policy to cover their own

equipment and personal property while using the Hatchery, especially if the Member intends on conducting

a business enterprise out of the Hatchery, where guests are invited into the Hatchery. Notwithstanding the

foregoing, the Hatchery reserves the right to require appropriate insurance from Members depending on the

type and extent of business activity being conducted at the Hatchery.

19. Hurricane and Tropical Storm Preparedness. The Member is at all times responsible for all its

personal property brought into and left in the Hatchery. In the instance of an anticipated tropical storm or

hurricane, the Hatchery Manager will alert the members to the Hatchery’s plan to close the Hatchery 24

hours prior to closure, which notice may be provided by email, Cobot’s alert, or written sign posted within

the Hatchery spaces. The Member agrees to timely remove all personal property from the Hatchery prior to

the noticed closing. Once closed, the Hatchery will not be accessible (keys will not be operable during this

time) until re-opened by the Hatchery Manager after the storm or the threat of the storm has passed. The

Member specifically waives any and all claims against the Hatchery for any damage to the Member’s

personal property that Member may fail to timely remove. Further, the Member specifically grants to the

Hatchery permission, without an obligation being imposed on the Hatchery to do so, to remove any

personal property of the Member from the Hatchery or to relocate same internally within the Hatchery if in

the sole discretion of the Hatchery such relocation is in the best interest of safety and to minimize damage

to the Hatchery, and hereby waives and releases any and all claims against the Hatchery for damage that

may occur to the personal property during any such move by the Hatchery staff. Member agrees to also pay

the Hatchery for any costs or expenses incurred by the Hatchery to relocate, remove or store the personal

property of the Member.

20. Use of Photographic Likeness. By signing this Agreement, you grant the Hatchery the right to

use your photographic likeness for promotional purposes, including, without limitation, for online usage

and marketing materials.

21. Right to Temporary Closures. In order to keep the Hatchery in the best possible condition,

portions or all of the Hatchery may be closed for temporary time periods for repairs and renovations. The

Hatchery will give five (5) days’ advance notice of such closures. There will be no adjustment in

Membership Fees for these periods of closure.

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22. Damage or Destruction of Premises. If the Hatchery is damaged or partially destroyed by fire,

casualty or other causes not resulting from Member’s neglect or fault, during the term of this Agreement,

the Hatchery, at its sole discretion, may either (i) terminate this Agreement as provided for above in

Paragraph 8; or (ii) promptly repair the damage within 120 days (or such later date as is reasonable under

the circumstances) from the date of damage or partial destruction. In the instance where the Hatchery

elects to repair the damage, the monthly dues will be reduced proportionately to the extent to which damage

and repair operations interfere with Member’s use of the Hatchery.

23. Miscellaneous. In the event that any provision or portion of this Agreement is determined to be

invalid, illegal or unenforceable for any reason, in whole or 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. Acceptance of the terms and conditions at https://hatchery.cobot.me/ by Member shall

be deemed as effective as executing and delivering this Agreement to the Hatchery. This Agreement shall

not be binding on either party until the Hatchery has provided a confirmation email to the Member that the

Member’s request for Membership has been approved by the Hatchery, as provided for in Paragraph 3

above, and the first monthly payment has been received by the Hatchery.

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EXHIBIT “A”

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MEMBERSHIP

PLANS

• Day Pass: Available weekdays 9 a.m. to 5p.m.

• Virtual: For those who have an office but have need of a locking mailbox at another

address. You also have access to the conference space.

• Flex: Ten (10) weekdays per month from 9 a.m. to 5 p.m., you can work from any available

workspace within the Cypress Lodge common area.

• Hot Desk: Work from any available space within the Cypress Lodge common area any day

of the month.

• Dedicated Desk: Work from your own desk in the Cypress Lodge common area. These

dedicated desks include a small lockable filing cabinet for your belongings.

• Corporate: Up to three (3) employees of an entity Member may work from any workspace

within the Cypress Lodge common area any day of the month.

• Private Office: Our private offices are perfect for those who want the collaborative

environment of the Hatchery but need a space for privacy and to keep work-related

materials locked up. We have the following Private Offices (subject to availability):

At the Hatchery Building

o McAdow Still Camp (131 square feet)

o Singletary Camp (132 square feet)

o Sandy’s Camp (133 square feet)

o John’s Camp (144 square feet)

o Bo’s Camp (187 square feet)

o Jack’s Branch (furnished for 2 people) (197 square feet)

At the Hive Building

o Classroom 203 (838 square feet, unfurnished)

o Classroom 208 (715 square feet, unfurnished)

o Classroom 212 (347square feet, unfurnished)

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EXHIBIT “A”

Page 2 of 2

MEMBERSHIP

PERKS OF MEMBERSHIP

• Access to desk space in the Cypress Lodge common area, subject to availability.

• High-speed internet.

• Printing/copying/scanning credits per month; additional printing credits for a nominal fee.

• Onsite (the Hatchery Building only) Manager (Monday to Friday, 9 a.m. to 5 p.m.), subject

to break, lunch, and occasional sick day.

• Keycard access for full-time Members (Hot Desk, Dedicated Desk, Corporate, Private

Office) (n/a for Day Pass, Virtual, Flex, Event Rental and Conference Room Rental).

• Reading nooks (the Hatchery Building only).

• Free or reduced fees, with priority access, to events, workshops, networking and happy

hours.

• Member networks and online community.

• Mailing address (staff will not sign for packages or accept service of process).

• Kitchenette (located in the Hatchery Building only).

• Member discounts at Slater’s Goods and Provisions, Table & Tap Restaurant, Curry Creek

Outfitters (10% discount for full time members and 5% discount for part-time members),

and event rental space at the Hatchery (Cypress Lodge common area).1

• Conference room use (either at the Hatchery Building or at the Hive Building), upon prior

reservation (up to five (5) free hours per month – hours do not carry forward), available for

meetings, loud phone calls, and video conferencing (subject to availability, on a first-come,

first-served basis).

ACCESS DURING EVENTS at Cypress Lodge in The Hatchery

• Members and non-members may rent out the Cypress Lodge for events on a first-come,

first-served basis.

• Members will have limited access to the Cypress Lodge common area of the Hatchery

(including tables and desks located in the Cypress Lodge common area). However,

Members with private offices will continue to have access to their offices.

• Both conference rooms (within the Hatchery Building) will be made available for Members

as workspace. However, while using the conference rooms during events, please be

respectful of the event taking place and limit disruptions.

1 Please see the Hatchery Manager (located in the Hatchery Building) for more details, limitations and requirements applicable to these

discounts. May not be used in conjunction with other discounts, promotions or coupons. A member must be in good standing to receive these

discounts.

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EXHIBIT “B”

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THE HATCHERY RULES

Work Spaces

• It is necessary to respect the personal property of others and of the Hatchery. In case of

furniture or property damage arising out of negligence, you need to arrange for a

replacement, or pay for the damage.

• You should not bring your own furniture to the Hatchery or stick posters on the walls

without prior permission.

• Everyone should attempt to make the shared office spaces pleasant for all users.

• The temperature of the room should be such that it will suit most users. We normally

avoid under- or over-heating, as it is a waste of valuable energy.

Conference Rooms

• There are 2 conference rooms available.

• The furniture in the conference rooms should stay there at all times.

• Do not let the conference room become your second home – to use it, you need to book it

online with the Manager.

Kitchenette (located in the Hatchery Building only)

• You might consider using labels with your name on the food and beverages which you

keep in the cupboards or refrigerator.

• Everyone is responsible for keeping the kitchenette clean and tidy. Manager will provide

periodic notices to clean out the refrigerator.

Noise

• General

o The Hatchery is a shared working environment, so everyone should do their best to

maintain a respectful working atmosphere.

• Phone Calls

o When speaking on the phone, please adjust the volume of your voice. If your phone

call might disrupt other people using the Hatchery, please make your phone call in

an available conference room or take the call outside.

o We suggest you put your cell phone on vibrate mode to prevent disturbing others.

• Visitors

o Although visitors are allowed in the Hatchery, everyone needs to abide by the Rules

concerning noise levels.

Cleanliness

• All Members at the Hatchery are responsible for keeping the common areas tidy, which

means that everyone should clean their workspace and take care of the garbage once they

have finished working for the day. Please recycle whenever possible.

• Cleaning supplies are kept in dedicated places.

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EXHIBIT “B”

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THE HATCHERY RULES

Use of the Internet

• Illegal data file download (torrent) is not allowed.

• Do your best towards fair internet usage.

Attire

• Members are reminded that the Hatchery is a work space, and appropriate work attire

should be worn. Generally, the adage “no shoes, no shirt, no service” applies.

Cobot Terms & Conditions

Cobot is the web platform used by The Hatchery to provide this website.

See Cobot Terms

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