TERMS AND CONDITIONS OF USE AGREEMENT

SaGE Workspace Host Service Terms

The Terms of Use and these Host Service Policy Terms (collectively, the "Host Terms") together govern each Host’s use of the Service. Any deAined terms used but not deAined in these Host Terms shall have the meaning ascribed to them in the Terms of Use.

If you use the Service on behalf of a company or other organization, you represent and warrant that you are authorized to bind such company or organization to these Host Terms and to act on behalf of such company with respect to any actions you take in connection with the Service. You agree to respond promptly and completely to requests from SaGE Workspace for additional information that SaGE Workspace deems necessary to determine your authority to act on behalf of a company or organization. SaGE Workspace may suspend or terminate your access, and your company or organization’s access, to the Service and your account if SaGE Workspace has reason to believe that you are not authorized to act on behalf of the company or organization for whom you claim to be acting in connection with the Service.

I. Transactions Between Members and Hosts for Booking Workspaces

SaGE Workspace offers the Service as a platform to connect Hosts and Members and facilitate the Booking of Workspaces between the Hosts and Members. You understand and agree that SaGE Workspace does not act as an insurer or as a Member’s contracting agent or real estate broker. Any agreement you enter into with Members is between you and the Member and SaGE Workspace is not a party to that agreement; even if that agreement consists of SaGE Workspace’s License Agreement.

As a Host, you agree to abide by the following Host policies:

II. Payment

As a Host, you agree to pay a monthly Host Fee, as determined by SaGE Workspace from time to time. As a Host, you are solely responsible for establishing the Fee for your Workspace through the Service. Changes to the Fee for On Demand Bookings will not affect the amount billed for Hourly Reservations that have already been booked, even if such Hourly Reservations have not yet begun. Changes to the Fee for Monthly Reservations will not affect the amount billed during the Term for Monthly Reservations that have already been booked. For renewals, changes to the Fee for Monthly Reservations will take effect the Airst full month beginning at least 60 days after the change is made through the Service. You MUST notify SaGE Workspace of a change to any Fee through the Service. Notifying the Member directly is not sufAicient and will not increase the Fee through the Service.

Under the SaGE Workspace Billing Option, SaGE Workspace will collect on your behalf as your limited payment collection agent the following Fees (the "Fees Collected"):

SaGE Workspace will pay you the difference between the Fees Collected and Service Charges due (the "Amount Due") within 15 days after the end of month in which the Fees were collected except for Monthly Bookings that start or renew on the Airst day of the month. For Monthly Bookings that start or renew on the Airst day of the month, SaGE Workspace will pay the Host the Amount Due within 15 days after the start of the month.

The “Service Charges” and other terms are set forth in the Pricing Addendums at the end of these Host Terms (the “Host Pricing Addendums”) applicable to the Territory in which the Workspace is located and the type of Booking. You agree to pay the Service Charges. If the Service Charges exceed the Fees Collected, SaGE Workspace may invoice the Host for any amount owed by the Host and the Host shall pay such amounts within 30 days after invoicing.

SaGE Workspace reserves the right to withhold payment to your account of any amounts otherwise due to us under these Host Terms, or any amounts due as a result of a breach of these Host Terms by you, pending SaGE Workspace's reasonable investigation of such breach. In addition, SaGE Workspace may withhold or deduct from amounts to be paid to a Host in connection with these Host Terms any charges or fees that are disputed or otherwise not paid by a Member or a credit card company or other payment provider, and SaGE Workspace may charge you any such amounts in the event that SaGE Workspace has already paid such amounts to you.

You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use or SaGE Workspace's provision of the Service.

SpeciAically, you are responsible for any sales or value-added taxes or charges imposed by any government entity in connection with your use or SaGE Workspace's provision of the Service. Where such taxes apply, you may choose to provide sales or value-added tax information to SaGE Workspace, and, if you provide such information, SaGE Workspace will calculate and add the speciAied sales or value- added tax to the listed Fees and will collect the speciAied sales or value-added tax along with the Fees Collected (the "Calculated Sales Tax"). Following such collection, SaGE Workspace will report and remit the Calculated Sales Tax to the applicable Host when paying the Amount Due. Services Charges will not apply to Calculated Sales Tax.

To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information, and you shall keep complete and accurate records regarding Workspace usage and payment by Members. SaGE Workspace may audit such records upon reasonable notice to conAirm proper payment hereunder and otherwise conAirm compliance with these Host Terms. If SaGE Workspace believes that it is obligated to obtain tax information and you do not provide this information after being requested to do so, SaGE Workspace may withhold your payments until you provide this information or conAirm in a manner that is satisfactory to SaGE Workspace that you are not a person or entity from whom SaGE Workspace is required to obtain tax information. Any bank fees arising from any error or omission in your payment information or contact information may be deducted from your payments. If you dispute any payment made hereunder, you must notify SaGE Workspace in writing within 30 days of any such payment; failure to so notify SaGE Workspace shall result in the waiver by you of any claim relating to any such disputed payment.

III. Use by SaGE Workspace Employees and Contractors

Each Host authorizes SaGE Workspace support personnel to use the Workspaces through the Service as needed for purposes of testing and operational support. Any use of the Workspaces through the Service by SaGE Workspace support personnel as needed for purposes of testing and operational support shall require approval of the Host, shall be subject to availability, and shall be at no charge.

IV. Additional Representations and Warranties

In addition to any other representations and warranties in the Terms of Use, you represent and warrant that:

V. Release

You hereby unconditionally release SaGE Workspace from any loss, liability, claim, demand, damage, costs and expenses, including reasonable attorneys’ fees, which you now have of have ever had against SaGE Workspace relating in any way to your use of the Service.

VI. Governing Law; Arbitration

This section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity and not as a class action or other representative proceeding. Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below. Informal Process First

You agree that if you have any dispute with SaGE Workspace relating in any way to these Host Terms or from access to or use of the Service, you will Airst contact us and attempt to resolve the dispute with us informally.

Arbitration ("Arbitration Agreement")
If we are unable to resolve the dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Host Terms by binding arbitration. If you are an individual you may opt out of this Arbitration Agreement within 30 days of the Airst of the date you access or use the Service by following the procedure described below.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and SaGE Workspace are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement will survive any termination of these Host Terms. If you intend to seek arbitration, after following the informal dispute resolution procedure, you must Airst send written notice to SaGE Workspace of your intent to arbitrate (“Notice”). The Notice to SaGE Workspace should be sent by sending the Notice by registered or certiAied mail to 276 Fifth Avenue, Suite # 704, New York, NY 10001. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the speciAic relief sought. The arbitration will be administered by the International Institute for ConAlict Prevention and Resolution ("CPR") under the CPR Rules for Administered Arbitration by a single arbitrator. The arbitration will be conducted in New York County, New York, U.S.A.

Each party will be responsible for paying any CPR, administrative and arbitrator fees (other than the initial Ailing fees) in accordance with CPR Rules, except that SaGE Workspace will pay for your reasonable Ailing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Nothing in this Arbitration Agreement shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE HOST TERMS, YOU AND SAGE WORKSPACE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then the entirety of this Arbitration Agreement will be null and void.

If for any reason a claim proceeds in court rather than in arbitration, the dispute will be governed by the laws of the State of New York and the FAA without regard to or application of its conAlict of law provisions or your state or country of residence, and will be brought solely in the federal or state courts located in New York County, New York, United States. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

VII. DEFINITIONS

"Territory" is the United States, Australia, New Zealand, and Canada. These pricing terms apply to Spaces located in the Territory. "Host Originated Member" means a Member that Airst became a Member as a result of invitation by the Host. A Member may not be originated by more than one Host. SaGE Workspace shall determine at its sole discretion if a Member is a Host Originated Member.

"SaGE Workspace Originated Member" means any Member other than a Host Originated Member.

"Coupons" are discounts off of Fees for On Demand Bookings that are applied at the time a Member makes an On Demand Booking under the SaGE Workspace Billing Option. The Coupon reduces the amount of Fees collected from the Member by SaGE Workspace by the value of the discount. Coupons are not available for Monthly Bookings. Coupons may either be SaGE Workspace Coupons or Workspace Coupons. "SaGE Workspace Coupons" are Coupons issued by SaGE Workspace that may be applicable to all Workspaces or to a subset of Workspaces at the sole discretion of SaGE Workspace. When calculating amount payable to the Host, SaGE Workspace will add back the full value of the discount to the Amount Due to the Host for each Booking transaction where a SaGE Workspace Coupon is redeemed.

"Workspace Coupons" are Coupons issued by SaGE Workspace at the request of a Host. Workspace Coupons may be applicable to all or a subset of the Workspaces registered by the Host. When calculating the Service Charge, SaGE Workspace will reduce the Fees Collected as the basis for the Service Charge by the value of the discount for the Workspace Coupon.

"Workspace Marketing Link" is a URL created by SaGE Workspace for the Workspace and posted by the Host in the Host’s marketing materials including the Host’s website.

VIII. SERVICE CHARGES

Pricing Addendum for On Demand Bookings

For On Demand and Monthly Bookings, the Host will be charged a Service Charge as set forth below in this Host Pricing Addendum. SaGE Workspace may modify this addendum as provided in the Terms of Use.

The Monthly Hosting Fee upon listing $9.99 per month. This is subject to change with 30 days notice, thereafter.

For On Demand and Monthly Bookings under the SaGE Workspace Billing Option, the Host agrees to pay the following applicable Service Charges for each Booking with SaGE Workspace Originated Members:

For a Booking by a Member at a particular Workspace, the Service Charge will be equal to twenty Aive percent (25%) of the Fees Collected for such Bookings (the "Total Fees")

For each Booking with Host Originated Members or by SaGE Workspace Originated Members through the Workspace Marketing Link, the Service Charge will be equal to twenty Aive percent (25%) of the Fees Collected for such Bookings.

There will be no Service Charge for Bookings billed directly by the Host (the “Host Billing Option”) or for Bookings cancelled and fully refunded under the terms of the Cancellation Policy.

The Host shall not convert a Member from the SaGE Workspace Billing Option to the Host Billing Option. SaGE Workspace reserves the right to reset the Member to the SaGE Workspace Billing Option if the Host cannot provide evidence of a pre-existing contractual written agreement.

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