Exhibit
10.20





 





 


MEMBERSHIP
AGREEMENT


 


HI
MICHELLE ZHOU


 


 






 


Please
review your Membership Details below.


 


If
you have any questions or concerns, please don’t hesitate to reach out to us at yorkstreet@wework.com


 


PRIMARY
MEMBER INFORMATION


 





 



 


Near


Primary
member: Michelle

Zhou michelle@near.co


+61432291595


 


JOINING


 





 



 


WeWork
64 York St


12-106
• 8 person Office


$8,000.00/mo
+ GST


Start
Date: 01 May, 2021

Commitment term: 15 months

Notice period: 2 months


 


Discounts


-$2,000.00/mo
+ GST from 01 May, 2021 to 31 July, 2022


 


Additional
Fees


Setup
Fee $400.00 + GST


 




    
	WeWork Membership Agreement	1

 


     


    

 


	INCLUDED
  CREDIT ALLOTMENTS	 	SERVICE
  RETAINER SUMMARY
	 	 	 
	Conference room credits	 	Service retainer fees for WeWork 64
	12 credits per month will be added starting on 01 May,
  2021.	 	York St
	 	 	 
	Print credits	 	$16,000.00
	720 black & white prints and 120 color prints per
  month will be added starting on 01 May, 2021.	 	2.0x monthly membership fee









 






 


TERMS
& CONDITIONS


 


By
electronically signing the(se) membership agreement(s) below, your company is entering into legally binding agreement(s). Please download
and read carefully prior to signing. Any Agreement(s), including the(se) Terms and Conditions and Membership Details form(s), and any
applicable Service Package Addendum(s), will be effective when signed by both parties. In the event of any conflict between the(se) Terms
and Conditions and the Membership Details form(s), the Membership Details form(s) shall prevail.


 


When
signing this (these) Agreement(s) you must have the proper authority to execute this (these) Agreement(s) on behalf of the company
listed above and incur the obligations described in this (these) Agreement(s) on behalf of such company. If, according to law, the
services provided by us to you pursuant to this Agreement are at any time found to be exempt from VAT, then we will credit the VAT
charged to you and collected by us. In addition, in such event, the membership fee charged to you will be retroactively increased by
an amount equal to the VAT amount that is to be credited to you. Such credits and accompanying membership fee increase will offset
each other and the total amount paid to us by you will remain the same.


 


	☐	I
                                            agree to the(se) Terms & Conditions, Payment Authorization Terms, Membership Details
                                            Terms, and any applicable Service Package Addendum in this (these) Membership Agreement(s).
                                            I additionally agree that in the event I have any pre-existing Membership Agreement(s) the
                                            terms of such Agreement(s) which are not revised, amended or terminated herein remain unchanged.



 


	Community Manager’s signature	 	Electronic Signature
	 	 	 
	Rena
      LaRusso

	 	 
	64
      York Street Pty Ltd

	 	Near






  





	WeWork	 	 
	 	 	 
	64 York Street Pty Ltd	 	 
	64 York St	 	02 91331942
	Sydney, NSW, 2000, Australia	 	yorkstreet@wework.com



 






    
	WeWork Membership Agreement	2

 


     


    

 





TERMS
& CONDITIONS


 


1.
THE LINGO




 


“Agreement”
means, collectively, these Terms & Conditions (the “Terms and Conditions”), the attached Membership Details Form cover
page(s) (the “Membership Details Form”), and any other attachments, exhibits, and/or supplements.


 


“Authorised
Signatory” means an individual authorised to legallybindyourcompany.


 


“Capacity”
means the maximum number of Memberships allotted to your Office Space as set forth in the Membership Details Form.


 


“Commitment
Term” means the period of time from the Start Date to the last day of the period set forth on the Membership Details Form under
“Commitment Term” with respect to each Individual Office Number, and which may be extended upon mutual agreement of the parties.


 


“Individual
Office Number” means each individual office number and/or workspace location as may be specified in the Membership Details Form.
If the symbol “Ø” is included on the Membership Details Form, we will provide the Individual Office Number(s) for
the agreed upon Capacity prior to the Start Date.


 


“Landlord”
means our landlord(s) at the Main Premises. “Lease” means our lease with our Landlord at the Main Premises.


 


“Main
Premises” means the Premises in which the Office Space is located, as set forth in the Membership Details Form.


 


“Member”
means each person you authorize to receive the Services (defined below) (each Member granted a “Membership”).


 


“Member
Company” or “you” means the company, entity, or individual entering into this Agreement as listed in the Membership
Details Form.


 


“Office
Space” means the actual office or workspace corresponding to the Individual Office Number(s), taken together.


 


“Premises”
means a building or portion of a building in which WeWork offers offices, workstations, other workspaces, and/or other services to Members.


 


“Primary
Member” means the primary in-Premises Member contact for WeWork.


 


“Regular
Business Days” are all weekdays, except local bank/government holidays.


 


“Regular
Business Hours” are generally from 9:00 a.m. to 6:00 p.m. on Regular Business Days.


 


“Set-Up
Fee” means the fee you will be charged for each individual Membership included in the Capacity of your Office Space; you are obligated
to pay the Set-Up Fee for each Individual Office that you occupy, including such Set- Up Fees as may be due upon transfer, including
upgrade or downgrade (i.e. transferring to an Office Space with a higher or lower Capacity), of Office Space.


 


“Start
Date” means the date set forth in the Membership Details Form upon which the Services will begin being provided with respect to
each Individual Office Number.


 


“WeWork,”
“we” or “us” means the WeWork entity you are contracting with.


 


“WeWork
Member Network” means the WeWork members-only online community accessed through the internet or our mobile app.


 






    1


     


    

 


2.
THE BENEFITS OF MEMBERSHIP




 


	a.	Services.
                                            Subject to the terms and conditions of this Agreement, and any other policies we make
                                            available to you with prior notice from time to time, during the Term (defined below), WeWork
                                            will use commercially reasonable efforts to provide you (and your Members, as applicable)
                                            the services described below. These services are referred to in this Agreement as the “Services.”



 


		i.	Non-exclusive
                                            access to and use of the Office Space.



 


		ii.	Regular
                                            maintenance of the Office Space.



 


		iii.	Furnishings
                                            for the Office Space of the quality and in the quantity typically provided to other member
                                            companies with similar office space, workstations, and/or other workspace, as applicable,
                                            in the Premises.



 


		iv.	Access
                                            to and use of the WeWork Member Network in accordance with the terms of services available
                                            on our website.



 


		v.	Access
                                            to and use of the shared Internet connection in accordance with the terms of services available
                                            on our website.



 


		vi.	Use
                                            of the printers, copiers and/or scanners available to our members and member companies, in
                                            accordance with the terms described herein.



 


		vii.	Use
                                            of the conference rooms in your Main Premises and use of conference rooms in any other Premises
                                            during Regular Business Hours, in each case subject to availability and your prior reservation
                                            of such conference rooms, in accordance with the terms described herein.



 


		viii.	Heat
                                            and air-conditioning in the Office Space during Regular Business Hours.



 


		ix.	Electricity
                                            for reasonably acceptable administrative office use.



 


		x.	Use
                                            of kitchens and beverages made available to our members and member companies.



 


		xi.	Acceptance
                                            of mail and deliveries on behalf of your business during Regular Business Hours.



 


		xii.	Opportunity
                                            to participate in members-only events, benefits and promotions.






 


Other
services may be provided for an additional fee, such as car parking space, phone service, and IT services, subject to availability at
the Main Premises and any additional terms and expenses applicable to those services.


 


	b.	Our
                                            Reserved Rights. We are entitled to access your Office Space, with or without notice,
                                            in connection with our provision of the Services, for safety or emergency purposes or for
                                            any other purposes. We may temporarily move furnishings contained in your Office Space. We
                                            reserve the right to alter or relocate your Office Space, provided that we will not do so
                                            in a manner that substantially decreases the square footage of your assigned Office Space
                                            or related amenities. We may also modify or reduce the list of Services or furnishings provided
                                            for your Office Space at any time. The Services may be provided by us, an affiliate or a
                                            third party.



 






    2


     


    

 


	c.	Office
                                            Space Not Timely Available. If we are unable to make the Office Space available by the
                                            Start Date, we will not be subject to any liability related to such inability, nor will such
                                            inability affect the enforceability of this Agreement. This Agreement shall remain in full
                                            force and effect, provided that: (i) the failure to provide access to the Office Space
                                            does not last longer than two (2) months and (ii) at our sole discretion
                                            we will either (x) provide you with alternate office space (which may or may not be
                                            within a WeWork building) with reasonably comparable Capacity during such period and charge
                                            your Membership Fee or (y) not charge you the Membership Fee during the period
                                            the Office Space is not available to you. Following the two (2) month period set forth in
                                            (i) above, you shall have the ability to terminate this Agreement upon seven (7) days’
                                            prior notice to us. If we do provide you alternate office space as described in clause (x)
                                            above, during the period we provide you with such alternate office space, the individuals
                                            named as Members shall be deemed to be Members and otherwise shall be fully subject to the
                                            terms of this Agreement. Notwithstanding anything in this paragraph to the contrary, if the
                                            delay in providing the Office Space is due to your actions or inactions or due to changes
                                            in or work to the Office Space requested by you, we will not be subject to any liability
                                            related to such delay nor will such delay affect the validity of this Agreement and we shall
                                            have no obligations to provide you with the benefits described in subsections (x) and (y)
                                            of this paragraph and you shall not be entitled to terminate this Agreement and shall be
                                            liable for the payment of the Membership Fees from the Start Date.






 


	d.	Access
                                            Prior to Start Date. If we, in our sole discretion, provide you with access to your Office
                                            Space for any period of time prior to your Start Date (a “Soft Open Period”),
                                            during any such Soft Open Period you and your Members shall be fully subject to the terms
                                            of this Agreement, regardless of whether we choose to charge you the Membership Fee during
                                            any such Soft Open Period.



 


3.
YOUR MEMBERS




 


	a.	Member
                                            List. You are responsible for maintaining the accuracy of your list of Members on the
                                            WeWork Member Network (your “Member List”). Only those individuals included on
                                            the Member List will be deemed to be “Members” and entitled to receive the Services
                                            described in this Agreement. To the extent permitted by law, all of your Members shall be
                                            required to provide valid government issued identification in order to be issued an activated
                                            key card to access the Premises. If the number of Members or other individuals regularly
                                            using your Office Space exceeds the Capacity, you will be required to pay the then applicable
                                            additional fee as set forth on our website. In no event will the number of Members exceed
                                            1.5 times the Capacity, regardless of additional fees paid; however affiliated members with
                                            other active memberships offered by WeWork such as We Membership, Hot Desk, and/or separate
                                            Dedicated Desk Memberships using desks outside of the Office Space will not count towards
                                            this limit. We reserve the right to further limit the number of Members allowed atanypoint.



 


Upon
the addition of a Member to the Member List, WeWork will create a profile for such Member on the WeWork Member Network. Such profile
will be viewable by us, our employees and agents, and other members. The created profile will include only the Member’s name and
the Member Company; any additional information, including a photograph, shall be added solely as determined by you or your Members.


 


	b.	Changes
                                            to or Removal of Primary Member or Authorised Signatory. The Authorised Signatory generally
                                            has, on your behalf, the sole authority to make changes to or terminate this Agreement. The
                                            Primary Member will generally serve as WeWork’s primary contact regarding matters that
                                            involve your Members, the physical Office Space or the Premises. If no Authorized Signatory
                                            other than the Primary Member is designated by you on the Membership Details Form, the Primary
                                            Member will serve as the Authorized Signatory. We will be entitled to rely on communications
                                            to or from the Authorised Signatory or Primary Member as notice to or from you. However,
                                            an executive officer of the applicable Member Company (“Legal Representative”)
                                            will have the authority to override the request of an Authorised Signatory or Primary Member,
                                            as applicable, provided that we receive such a request within 24 hours following such Authorised
                                            Signatory’s or Primary Member’s request. We will be entitled to request reasonable
                                            documentation to confirm that an individual claiming to be a legal representative truly
                                            is one and to exercise our discretion in determining whether a particular position constitutes
                                            a “Legal Representative.” A Legal Representative will also have the authority
                                            to remove or replace the individual serving as the Authorised Signatory and/or Primary Member.
                                            Unless we receive instructions from the Authorised Signatory or Legal Representative, if
                                            the individual designated as the Primary Member ceases to provide services to the Member
                                            Company or ceases using the Office Space regularly, we will use our reasonable judgment in
                                            designating a replacement Primary Member and will notify the Member Company of such designation.



 






    3


     


    

 


4.
MEMBERSHIP FEES; PAYMENTS




 


	a.	Payments
                                            Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated
                                            to deliver to us, in the amount(s) set forth on your Membership Details Form, (i) the Service
                                            Retainer and (ii) the Set-Up Fee.



 


	b.	Membership
                                            Fee. During the Term (defined below) of this Agreement, your Membership Fee will be due
                                            monthly and in advance as of the first (1st) day of each month. You are obligated
                                            to make payment of all Membership Fees owed throughout the Commitment Term and this obligation
                                            is absolute notwithstanding any early termination of the Agreement by you (“Membership
                                            Fee Obligations”). You agree to pay promptly: (i) all sales, use, excise, value added,
                                            and any other taxes which you are required to pay to any other governmental authority (and,
                                            at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise,
                                            value added and any other taxes attributable to your Membership as shown on your invoice.
                                            The Membership Fee set forth on the Membership Details Form covers the Services for only
                                            the number of Members indicated in the Membership Details Form. Additional Members will result
                                            in additional fees as set forth on our website.






 


On
each anniversary of the Start Date (including during any Commitment Term) the Membership Fee will be subject to an automatic four percent
(4%) increase over the then current Membership Fee. Following any Commitment Term, we reserve the right to further increase or decrease
the Membership Fee at our sole discretion upon thirty (30) days’ prior notice to you in advance of and in accordance with the Termination
Notice Period described below in Section 5(d).


 


	c.	Invoices;
                                            Financial Information. WeWork will send or otherwise provide invoices and other billing-related
                                            documents, information and notices to the Primary Member or, if a Billing Contact is indicated
                                            on the Membership Details Form, the Billing Contact. Change of the Billing Contact will require
                                            notice from the Authorised Signatory in accordance with this Agreement.



 


	d.	Credits;
                                            Overage Fees. Each month, you will receive a certain number of credits for conference
                                            room use and a certain number of credits for color and black and white copies and printouts,
                                            as specified on the Membership Details Form. These allowances may not be rolled over
                                            from month to month. If these allocated amounts are exceeded, you will be responsible for
                                            paying fees for such overages. The current overage fee schedule is listed on our website.
                                            All overage fees are subject to increase from time to time at our sole discretion.



 


	e.	Late
                                            Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not
                                            made by the tenth (10th) day of the month in which such payment is due, you will
                                            be responsible for paying the then- current late charge. The current late fee schedule is
                                            listed on our website. All late fees are subject to increase from time to time at our sole
                                            discretion.



 


	f.	Form
                                            of Payment. We accept payment of all amounts specified in this Agreement solely
                                            by the methods we communicate to you during the sign-up process or from time to time during
                                            the term of this Agreement. You are required to inform us promptly of any changes to your
                                            payment information. Changing your payment method may result in a change in the amount required
                                            under this Agreement to be held as the Service Retainer.






 


	g.	Outstanding
                                            Fees. Any outstanding fees will be charged in arrears on a monthly basis. When we receive
                                            funds from you, we will first apply funds to any balances which are in arrears (including
                                            any outstanding late fees) and to the earliest month due first. Once past balances are
                                            satisfied, any remaining portion of the funds will be applied to current fees due. If
                                            any payments remain outstanding after we provide notice to you, we may, in our sole discretion,
                                            withhold Services or terminate this Agreement in accordance with Section 5.



 


	h.	No
                                            Refunds. Except as otherwise provided for herein, there shall be no refunds of any fees
                                            or other amounts paid by you or your Members in connection with the Services.



 






    4


     


    

 


5.
TERM AND TERMINATION




 


	a.	Term.
                                            This Agreement will be effective when signed by both parties (“Effective Date”);
                                            provided that we have no obligations to provide you with the Services until the later of
                                            (i) the date on which payment of your Service Retainer, Set-Up Fee and first month’s
                                            Membership Fee has been received by us or (ii) the Start Date. Unless otherwise set forth
                                            on the Membership Details Form that the Agreement will not be subject to automatic renewal,
                                            following the Commitment Term, this Agreement shall continue on a month-to-month basis (any
                                            term after the Commitment Term, a “Renewal Term”), subject to the Termination
                                            Notice Periods (defined below). The Commitment Term and all subsequent Renewal Terms shall
                                            constitute the “Term”. If no Commitment Term is indicated on your Membership
                                            Details Form, the default Commitment Term shall commence on the Start Date and end one (1)
                                            full calendar month after the Start Date. This Agreement will continue until terminated in
                                            accordance with this Agreement.



 


	b.	Move
                                            In / Move Out. If the Start Date is a Regular Business Day, you will be entitled to move
                                            into the Office Space no earlier than 11:00 a.m. on the Start Date, provided you have complied
                                            with the payment obligations described in Section 5(a). If the Start Date is not a Regular
                                            Business Day, you will be entitled to move into the Office Space no earlier than 11:00 a.m.
                                            on the first Regular Business Day after the Start Date. On the last Regular Business
                                            Day of the Termination Effective Month (defined below), you must vacate the Office Space
                                            by no later than 4:00 p.m.



 


		c.	Termination
Prior to Start Date by You. In addition to any other remedies we may pursue, terminating this Agreement prior to the Start Date will
result in the immediate forfeiture of the Set-Up Fee and Service Retainer as well as any amounts expended by WeWork at your request to
prepare the Office Space for your use. You remain obligated to pay such amounts in the event you have not paid any portion thereof at
the time of the termination.





 


	d.	Termination
                                            by You. You may terminate this Agreement by providing written notice to us prior to the
                                            month in which you intend to terminate this Agreement (“Termination Effective Month”)
                                            in accordance with the notice periods set forth in the chart below (the “Termination
                                            Notice Period(s)”). The applicable Termination Notice Period shall be determined by
                                            the Commitment Term and Capacity for the relevant Individual Office Number, as depicted in
                                            the chart below, and as displayed on the Membership Details Form. The Termination Notice
                                            Periods shall apply to any termination by you during the Term. After receiving such notice,
                                            we will deliver to you the WeWork Exit Form (“Exit Form”), which you must complete
                                            and submit to us. The termination will be effective on the later of the last Regular Business
                                            Day of the Termination Effective Month and the expiration of the Commitment Term. No termination
                                            by you shall be effective during the Commitment Term (except pursuant to Section 2(c)), and
                                            termination by you during the Commitment Term is a breach of this Agreement. Downgrade of
                                            the Office Space (i.e. transferring to an office space with a lower Capacity) is also not
                                            permitted during the Commitment Term. If you terminate this Agreement prior to the end of
                                            the Commitment Term (or during any relevant Termination Notice Period), your Membership Fee
                                            Obligations shall become immediately due. In addition to any rights, claims and remedies
                                            we choose to pursue in our discretion, your Service Retainer shall be forfeited immediately
                                            as a result of your breach. Notice must be provided during Regular Business Hours.
                                            The Exit Form needs to be completely filled out and signed by the Authorised Signatory;
                                            however, please note that the termination of your Agreement on the last Regular Business
                                            Day of the Termination Effective Month will be triggered upon your provision of written notice
                                            of termination to us, regardless of when you complete and submit the Exit Form. You will
                                            not be entitled to pro ration with respect to the last month’s Membership Fee. For instance,
                                            if you vacate your Office Space before the last Regular Business Day of April, you will still
                                            owe us the full Membership Fee for the full month of April.



 


Member
Company Termination Notice Periods Required:


 


	Commitment
    Term	Capacity
	 	0
    - 24	25
    - 74	75
    +
	1
    - 11 months	1
    month	2
    months	3
    months
	12
    - 23 months	2
    months	3
    months	6
    months
	24
    + months	3
    months	6
    months	6
    months



 

		●	Example:
                                            If the Capacity for the Office Space is between twenty-five (25) and seventy- four (74) Members,
                                            and the Commitment Term is between one (1) and eleven (11) months, the applicable Termination
                                            Notice Period would be two (2) months, and to terminate this Agreement effective the last
                                            Regular Business Day of April (provided that the Commitment Term shall have expired by such
                                            date) the last opportunity to provide notice to us would be during Regular Business Hours
                                            on the last Regular Business Day of February.



 






    5


     


    

 


	e.	Termination
                                            or Suspension by Us. We may withhold Services or immediately terminate this Agreement:
                                            (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration
                                            or material loss of our rights in the Premises; (iii) if any outstanding fees are still due
                                            after we provide notice to you; (iv) if you or any of your Members fail to comply with the
                                            terms and conditions of the WeWork Member Network Terms of Service, our Wireless Network
                                            TermsofServiceavailableat wework.com/legal/wireless-network-terms-of- service,
                                            or any other policies or instructions provided by us or applicable to you; or (v) at any
                                            other time, when we, in our sole discretion, and having given you reasonable notice if appropriate,
                                            consider you are unfit to continue to occupy the Office Space having regard to your conduct
                                            and that of the individuals set forth on your Member List and any feedback received from
                                            other members at the Premises. You will remain liable for past due amounts, and we may exercise
                                            our rights to collect due payment, despite termination or expiration of this Agreement.



 


An
individual Member will no longer receive the Services and is no longer authorized to access the Main Premises or other Premises upon
the earlier of (x) the termination or expiration of this Agreement; (y) your removal of such Member from the Member List or (z) our notice
to you that such Member violated this Agreement. We may withhold or terminate Services of individual Members for any of the foregoing
reasons; in such circumstances this Agreement will continue in full force and effect to the exclusion of the relevant Member.




 





	f.	Service
                                            Retainer. The Service Retainer will be held as a retainer for performance of all your
                                            obligations under this Agreement, including the Membership Fee Obligations, and is not intended
                                            to be a reserve from which fees may be paid. In the event you owe us other fees, you may
                                            not rely on deducting them from the Service Retainer but must pay them separately. Subject
                                            to the complete satisfaction of your obligations under this Agreement, we will return the
                                            Service Retainer, or any balance after deducting outstanding fees and other costs due to
                                            us, including any unsatisfied Membership Fee Obligations, to you by electronic funds transfer
                                            to your nominated account or other method that we communicate to you within thirty (30) days
                                            (or earlier if required by applicable law) after the later of (i) the termination or expiration
                                            of this Agreement, (ii) the date on which you provide to us all account information necessary
                                            for us to make such payment and (iii) your complete performance of all your obligations under
                                            this Agreement, including full satisfaction of your Membership Fee Obligations and any additional
                                            obligations applicable following termination or expiration of this Agreement. The Service
                                            Retainer shall not cause or generate any interest in favor of you, and we have no obligation
                                            to hold the amounts corresponding to the Service Retainer in segregated accounts.



 


	g.	Removal
                                            of Property Upon Termination. Prior to the termination or expiration of this Agreement,
                                            you will remove all of your, your Members’, and your or their guests’ property
                                            from the Office Space and Premises. After providing you with reasonable notice, we will be
                                            entitled to dispose of any property remaining in or on the Office Space or Premises after
                                            the termination or expiration of this Agreement and will not have any obligation to store
                                            such property, and you waive any claims or demands regarding such property or our handling
                                            or disposal of such property. You will be responsible for paying any fees reasonably incurred
                                            by us regarding such removal. We shall have no implied obligation as a bailee or custodian,
                                            and you hereby indemnify us and agree to keep us indemnified in respect of any claims of
                                            any third parties in respect of such property. Following the termination or expiration of
                                            this Agreement, we will not forward or hold mail or other packages delivered to us.



 


	h.	Deregistration
                                            of Registered Address. You may not use an address provided by us as your registered address
                                            unless you have received our prior written consent. If, following the receipt of such written
                                            consent, you are using the Office Space as your registered office, within 28 days of the
                                            entering into, termination or expiration of this Agreement, you shall complete the change
                                            of address procedures with the relevant local authorities, and shall provide to us proof
                                            of such change. For each whole or partial calendar month after such 28-day deadline has elapsed
                                            that you have not completed the change of registered address and provided to us proof of
                                            the same, you agree to pay a percentage of your Membership Fee as follows: for the first
                                            whole or partial calendar month, 50%; for the second calendar month, 100%; for the third
                                            calendar month and each calendar month thereafter, 150%. Such fees may be deducted from your
                                            Service Retainer or separately charged to you, in our sole discretion. In the event that
                                            such fees are insufficient to compensate us for our losses incurred due to your breach under
                                            this Section 5(h), we shall be entitled to recover such excess losses from you.



 






    6


     


    

 


6.
HOUSE RULES


 




In
addition to any rules, policies and/or procedures that are specific to a Premises used by you:


 


a.
You acknowledge and agree that:






 


		i.	keys,
                                            key cards and other such items used to gain physical access to the Premises or the Office
                                            Space remain our property. You will cause your Members to safeguard our property and you
                                            shall promptly notify us and be liable for replacement fees should any such property be lost,
                                            stolen or destroyed;



 


		ii.	you
                                            shall promptly notify us of any change to your contact and/or payment information;



 


		iii.	we
                                            will provide notice to you of any changes to Services, fees, or other updates via email.
                                            Your continued participation as a Member Company constitutes your acceptance of, and agreement
                                            to, any such changes. It is your responsibility to read such emails and to ensure your Members
                                            are aware of any changes, regardless of whether we notify such Members directly;



 


		iv.	carts,
                                            dollies and other freight items which may be made available may not be used in the passenger
                                            elevator except at our discretion;



 


		v.	for
                                            security reasons, we may, but have no obligation to, regularly record certain areas in the
                                            Premises via video;



 


		vi.	all
of your Members are at least 18 years of age;





 


		vii.	you
                                            shall be solely and fully responsible for ensuring that alcohol is consumed responsibly by
                                            your individual Members and that no alcohol is consumed by any of your Members or guests
                                            who is younger than the legal age for consuming alcohol in the applicable jurisdiction;



 


		viii.	common
                                            spaces are to be enjoyed by all our member companies, members and guests unless otherwise
                                            instructed by us, and are for temporary use and not as a place for continuous, everyday work;



 


		ix.	you
                                            will provide us with reasonable notice of and complete all required paperwork prior to hosting
                                            any event at the Premises;



 


		x.	you
                                            will be responsible for any damage to your Office Space other than normal wear and tear;



 


		xi.	you
                                            will be responsible for replacement fees for any item(s) provided to you by the WeWork community
                                            team for temporary use should any such property be lost, stolen or destroyed;



 


		xii.	we
                                            are not liable for any mail or packages received without a WeWork employee’s signature
                                            indicating acceptance;



 


		xiii.	you
                                            may not make any structural or nonstructural alterations or installations (including, but
                                            not limited to, wall attachments, furniture, IT equipment, and/or glass paneling) in the
                                            Office Space or elsewhere in the Premises without prior approval by us. In the event that
                                            any alterations or installations are made, you shall be responsible for the full cost and
                                            expense of the alteration or installation and, prior to the termination of this Agreement,
                                            the removal of such items and the restoration necessitated by any such alterations, and we
                                            shall deduct any such costs not otherwise paid by you from the Service Retainer. In no event
                                            are you permitted to perform any of these actions. Only a member of our facilities staff
                                            is entitled to perform an alteration, installation, removal or restoration. Reach out to
                                            a member of your community team for more information;



 






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		xiv.	by
                                            entering into this Agreement, you consent to, and represent and warrant that you have complied
                                            with the relevant Australian laws including the Privacy Act 1988 (Cth) for the collection,
                                            disclosure, transfer and display of any Member data or information on WeWork’s Internetconnection,networks,
                                            telecommunication systems and information processing systems (including any stored computer
                                            files, email messages and voice messages);






 


		xv.	you
                                            and your Members’ computers, tablets, mobile devices and other electronic equipment
                                            must be (a) kept up-to-date with the latest software updates provided by the software vendor
                                            and (b) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is
                                            designed to perform malicious, hostile and/or intrusive operations. We reserve the right
                                            to remove any device from our networks that poses a threat to our networks or users until
                                            the threat is remediated;



 


		xvi.	you
                                            consent to our non-exclusive, non- transferable use of your Member Company name and/or logo
                                            in connection with identifying you as a member company of WeWork, alongside those of other
                                            member companies, on a public-facing “Membership” display on our website, as
                                            well as in video and other marketing materials. You warrant that your logo does not infringe
                                            upon the rights of any third party and that you have full authority to provide this consent.
                                            You may terminate this consent at any time upon thirty (30) days’ prior notice; and






 


		xvii.	if
                                            you are using the Office Space as your registered office, you will display the name of the
                                            entity in your office in a manner we agree, with the words “registered office”
                                            if you are a public company and otherwise as required by relevant rules and regulations as
                                            may be communicated to you.



 


b.
No Member will:




 


		i.	perform
                                            any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous
                                            to us or any other member companies, or our or their employees, guests or property, including
                                            the Office Space or the Premises;



 


		ii.	use
                                            the Services, the Premises or the Office Space to conduct or pursue any illegal or offensive
                                            activities or comport themselves to the community in a similar manner; all Members shall
                                            act in a respectful manner towards other member companies and our and their employees and
                                            guests;



 


		iii.	misrepresent
                                            himself or herself to the WeWork community, either in person or on the WeWork Member Network;



 


		iv.	take,
                                            copy or use any information or intellectual property belonging to other member companies
                                            or their members or guests, including any confidential or proprietary information, personal
                                            names, likenesses, voices, business names, trademarks, service marks, logos, trade dress,
                                            other identifiers or other intellectual property, or modified or altered versions of the
                                            same, and this provision will survive termination of this Agreement;






 


		v.	take,
                                            copy or use for any purpose (a) the name “We”, “WeWork” or any of
                                            our other business names, trademarks, service marks, logos, designs, copyrights, patents,
                                            trade secrets, trade dress, marketing material, other identifiers or other intellectual property
                                            (“Intellectual Property”); (b) any derivations, modifications or similar versions
                                            of the same; or (c) any photographs or illustrations of any portion of a Premises, for any
                                            purpose, including competitive purposes, without our prior consent, provided that during
                                            the term of this Agreement you will be able to use “WeWork” in plain text to
                                            accurately identify an address or office location. You acknowledge that WeWork owns all right,
                                            title and interest in and to its Intellectual Property. You may not file for ownership rights
                                            of any of our Intellectual Property with any governmental authority or use our Intellectual
                                            Property in any advertising, including domain names, social media handles, or any form of
                                            media invented in the future. You may not, directly or indirectly, interfere with or object
                                            to, in any manner, our ownership rights or the use of our Intellectual Property or engage
                                            in any conduct that is likely to cause confusion between WeWork and yourself, without our
                                            prior consent, and this provision will survive termination of this Agreement;



 


		vi.	film
                                            within any Premises, including within the Office Space, without completing all required paperwork
                                            and receiving express written consent from WeWork;



 


		vii.	use
                                            the Office Space in a retail, medical, or other capacity involving frequent visits by members
                                            of the public, as a residential or living space or for any exclusively non-business purpose;



 


		viii.	use
                                            our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be
                                            liable for any such use;



 


		ix.	store
                                            signification amounts of currency or other valuable goods or commodities in the Office Space
                                            that are not commonly kept in commercial offices; in the event that you do so, we will not
                                            be liable for any such loss;



 






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		x.	make
                                            any copies of any keys, keycards or other means of entry to the Office Space or the Premises
                                            or lend, share or transfer any keys or keycards to any third party, unless authorised by
                                            us in advance;



 


		xi.	install
                                            any locks to access the Office Space or anywhere within the Premises, unless authorised by
                                            us in advance;



 


		xii.	allow
                                            any guest(s) to enter the building without registering such guest(s) and performing any additional
                                            required steps according to our policies;



 


		xiii.	operate
                                            any equipment within the Premises that has higher heat output or electrical consumption than
                                            in a typical personal office environment, or places excessive strain on our electrical, IT,
                                            HVAC or structural systems, with such determination to be made in our sole discretion, without
                                            our prior approval; or



 


		xiv.	bring
                                            any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive
                                            materials into the Office Space or the Premises.



 


You
are responsible for ensuring your Members comply with all House Rules set out in this Section 6 and with all rules, policies and/or procedures
that are specific to a Premises used by you, and agree that in the event of any penalty or fine resulting from the breach of any such
rules, policies and/or procedures, you will be responsible for paying such penalty or fine.


 


7.
ADDITIONAL AGREEMENTS




 


	a.	Information
                                            Technology. We do not make any representation or warranty as to the security of our network.
                                            We cannot guarantee a particular degree of availability will be achieved in connection with
                                            your use of our network. In order to utilize the printers, you will need to install the appropriate
                                            printer drivers onto your computer. In addition, you may request that we troubleshoot problems
                                            you may have with respect to printing, the Internet connection or other issues. If we provide
                                            such services, we will not be responsible for any damage to your equipment provided that
                                            we have not acted negligently.



 


	b.	Network
                                            Connection. WeWork provides shared Internet access to Members via a wireless or wired
                                            network connection. For those Members wishing to implement a private wired network, WeWork
                                            may allow you to install a firewall device for your exclusive access and use, subject to
                                            WeWork IT approval, and you will be responsible for removal of the same. Prior to any such
                                            installation or removal, you shall coordinate with the WeWork IT team to discuss the actual
                                            setup, appropriate time, manner and means for such installation or removal and any additional
                                            fees that may result from the request. To the extent that we incur any costs in connection
                                            with such installation or removal, which are not otherwise paid by you, we shall deduct such
                                            costs from the Service Retainer. You shall also be responsible for any monthly fees incurred
                                            relating to your private, secured wired network.






 


	c.	Waiver
                                            of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your
                                            Members, employees, agents, guests and invitees, waive any and all claims and rights against
                                            us and our affiliates, parents, and successors and each of our and their employees, assignees,
                                            officers, agents and directors (collectively, the “WeWork Parties”) and our landlords
                                            at the Premises resulting from injury or damage to, or destruction, theft, or loss of, any
                                            property, person or pet, except to the extent caused by the gross negligence, willful misconduct
                                            or fraud of the WeWork Parties.



 


	d.	Limitation
                                            of Liability. To the extent permitted by law, the aggregate monetary liability of any
                                            of the WeWork Parties to you or your Members, employees, agents, guests, invitees or third
                                            party for any reason and for all causes of action arising under this Agreement, will not
                                            exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12)
                                            months prior to the claim arising. To the extent permitted by applicable law, none of the
                                            WeWork Parties will be liable under any cause of action, for any indirect, exemplary, special,
                                            incidental, consequential, reliance or punitive damages, or any loss of profits or business
                                            interruption regardless of the form of action, whether in contract, tort or otherwise. To
                                            the extent permitted by applicable law, you acknowledge and agree that you may not commence
                                            any action or proceeding against any of the WeWork Parties, whether in contract, tort, or
                                            otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the
                                            cause of action’s accrual. Notwithstanding anything contained in this Agreement to
                                            the contrary, you acknowledge and agree that you shall not commence any action or proceeding
                                            against any of the WeWork Parties other than the WeWork Party you are directly contracting
                                            with hereunder and the assets of such entity for any amounts due or for the performance of
                                            any obligations in connection with this Agreement.



 






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	e.	Indemnification.
                                            You will indemnify the WeWork Parties from and against any and all claims, including
                                            third party claims, liabilities, and expenses including reasonable attorneys’ fees
                                            on a full indemnity basis, resulting from any breach or alleged breach of this Agreement
                                            by you or your Members or your or their guests, invitees or pets or any of your or their
                                            actions or omissions to the maximum extent allowed under applicable law, except to the extent
                                            a claim results from the gross negligence, willful misconduct or fraud of the WeWork Parties.
                                            You are responsible for the actions of and all damages caused by all persons and pets that
                                            you, your Members or your or their guests invite to enter any of the Premises, including
                                            but not limited to any vendors hired by you that enter the Premises. You shall not make any
                                            settlement that requires a materially adverse act or admission by us or imposes any obligation
                                            upon any of the WeWork Parties unless you have first obtained our or the relevant WeWork
                                            Party’s written consent. None of the WeWork Parties shall be liable for any obligations
                                            arising out of a settlement made without its prior written consent.






 


	f.	Insurance.
                                            You are responsible for maintaining, at your own expense and at all times during the
                                            Term, personal property insurance and commercial general liability insurance covering you
                                            and your Members for property loss and damage, injury to your Members and your Members’
                                            guests or pets and prevention of or denial of use of or access to, all or part of the Premises,
                                            in form and amount appropriate to your business. In addition, you are responsible for maintaining,
                                            at your own expense and at all times during the Term, workers’ compensation insurance
                                            providing statutory benefits in accordance with the law and employer’s liability in
                                            an amount appropriate to your business. You will ensure that WeWork and the Landlord shall
                                            each be named as additional insureds on your commercial general liability policy and that
                                            all insurance policies shall include a clause stating that the insurer waives all rights
                                            of recovery, under subrogation or otherwise, you may have against WeWork and the Landlord.
                                            You shall provide proof of insurance upon our request.



 


	g.	Pets.
                                            If the Office Space is in Premises designated by us to be one in which pets are permitted,
                                            and if any Member plans on regularly bringing a pet into the Office Space or otherwise into
                                            the Premises, we may require this Member to produce proof of vaccination for such pet in
                                            a form satisfactory to us and evidence of compliance with applicable local regulations. If
                                            any of your Members brings a pet into the Premises, you will be responsible for any injury
                                            or damage caused by this pet to other members or guests or other occupants of the Premises
                                            or to the property of (i) WeWork or any employees, members or guests or (ii) the owner(s)
                                            or other occupants of the Premises. None of the WeWork Parties will be responsible for any
                                            injury to such pets. We reserve the right to restrict any Member’s right to bring a
                                            pet into the Premises in our sole discretion.



 


		h.	Other
Members. We do not control and are not responsible for the actions of other Member Companies, members, or any other third parties.
If a dispute arises between Member Companies, members or their invitees or guests, we shall have no responsibility or obligation to participate,
mediate or indemnify any party.





 


	i.	Third
                                            Party Services. Services do not include, and we are not involved in or liable for, the
                                            provision of products or services by third parties (“Third Party Services”) that
                                            you may elect to purchase in connection with your Membership, including via the WeWork Services
                                            Store, even if they appear on your WeWork invoice. Third Party Services are provided solely
                                            by the applicable third party (“Third Party Service Providers”) and pursuant
                                            to separate arrangements between you and the applicable Third- Party Service Providers. These
                                            Third-Party Service Providers’ terms and conditions will control with respect to the
                                            relevant Third-Party Services. By adding a Member to the Member List, you are thereby authorizing
                                            that Member to access and use the WeWork Services Store in accordance with the terms of service
                                            available on our website.



 


	j.	Privacy.
                                            We collect, process, transfer and secure personal data about you and your Members pursuant
                                            to the terms of our Privacy Policy, which can be found on our website (www.wework.com/legal/privacy),
                                            and in accordance with all applicable data protection laws. Note that you are not obligated
                                            to provide us with personal information and any information collected by us will be provided
                                            by you at your own will and with your explicit consent granted herein by execution of this
                                            Agreement. You hereby (i) undertake, where necessary, to obtain consent from such Member
                                            to the collection, processing, transferring and securing of data described herein and (ii)
                                            confirm that you in fact collect and process such Member’s personal data in accordance
                                            with applicable law.



 






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8.
ARBITRATION AND CLASS ACTION WAIVER




 


	a.	Governing
                                            Law. This Agreement and the transactions contemplated hereby shall be governed by and
                                            construed under the law of the State of New South Wales, Australia without regard to conflicts
                                            of laws provisions thereof and without regard to the United Nations Convention on Contracts
                                            for the International Sale of Goods.



 


	b.	Venue.
                                            Except that either party may seek equitable or similar relief from any court of competent
                                            jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement,
                                            or at law, or the existence, breach, termination or invalidity of this Agreement, that cannot
                                            be settled amicably by agreement of the parties to this Agreement shall be finally settled
                                            by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall
                                            be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators
                                            shall be one.






 


	c.	Proceedings;
                                            Judgment. The proceedings shall be confidential. The award rendered shall be final and
                                            binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction.
                                            In any action, suit or proceeding to enforce rights under this Agreement, the prevailing
                                            party shall be entitled to recover, in addition to any other relief awarded, the prevailing
                                            party’s reasonable attorneys’ fees and other fees, costs and expenses of every
                                            kind in connection with the action, suit or proceeding, any appeal or petition for review,
                                            the collection of any award or the enforcement of any order, as determined by the arbitrator(s)
                                            or court, as applicable. This Agreement shall be interpreted and construed in the English
                                            language, which is the language of the official text of this Agreement.



 


	d.	Class
                                            Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be
                                            conducted solely on an individual basis. Neither you nor we will seek to have any dispute
                                            heard as a class action or in any other proceeding in which either party acts or proposes
                                            to act in a representative capacity. No proceeding will be combined with another without
                                            the prior written consent of all parties to all affected proceedings. You also agree not
                                            to participate in claims brought in a private attorney general or representative capacity,
                                            or any consolidated claims involving another person’s account, if we are a party to the proceeding.
                                            YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON
                                            ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION
                                            OF INDIVIDUAL ARBITRATIONS.



 


9.
MISCELLANEOUS




 


	a.	Nature
                                            of the Agreement; Relationship of the Parties. The whole of the Premises and Office Space
                                            remains in our possession and control. Your agreement with us is a contract for the provision
                                            of services and we are giving you the right to share with us the use of the Office Space
                                            so that we can provide the Services to you. Notwithstanding anything in this Agreement to
                                            the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee
                                            and this Agreement in no way shall be construed as to grant you or any Member any title,
                                            easement, lien, possession or related rights in our business, the Premises, the Main Premises,
                                            the Office Space or anything contained in or on the Premises, the Main Premises or Office
                                            Space. This Agreement creates no tenancy interest, leasehold estate, or other real property
                                            interest. The parties hereto shall each be independent contractors in the performance of
                                            their obligations under this Agreement, and this Agreement shall not be deemed to create
                                            a fiduciary or agency relationship, or partnership or joint venture, for any purpose.
                                            You acknowledge and agree that you are entering into this Agreement for the purpose of and
                                            in the course of your trade, business and/or profession, and not as a consumer. Neither party
                                            will in any way misrepresent our relationship.






 


	b.	Updates
                                            to the Agreement. Changes to membership and overage fees, will be governed by Section
                                            4(b) and 4(d) of this Agreement, respectively. We may from time to time update this Agreement
                                            and will provide notice to you of these updates. You will be deemed to have accepted the
                                            new terms of the Agreement following the completion of two (2) full calendar months after
                                            the date of notice of the update(s). Continued use of the Office Space or Services beyond
                                            this time will constitute acceptance of the new terms.



 






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	c.	Waiver.
                                            Neither party shall be deemed by any act or omission to have waived any of its rights
                                            or remedies hereunder unless such waiver is in writing and signed by the waiving party.



 


	d.	Subordination.
                                            This Agreement is subject and subordinate to our Lease and to any supplemental documentation
                                            and to any other agreements to which our Lease is subject or subordinate. However, the foregoing
                                            does not imply any sublease or other similar relationship involving an interest in real property.



 


	e.	Extraordinary
                                            Events. WeWork will not be liable for, and will not be considered in default or breach
                                            of this Agreement on account of, any delay or failure to perform as required by this Agreement
                                            as a result of any causes or conditions that are beyond WeWork’s reasonable control,
                                            including without limitation (i) any delays or changes in construction of, or WeWork’s
                                            ability to procure any space in, any Premises, and (ii) any delays or failure to perform
                                            caused by conditions under the control of our Landlord.



 


	f.	Severable
                                            Provisions. Each provision of this Agreement shall be considered severable. To the extent
                                            that any provision of this Agreement (or part thereof) is prohibited or otherwise limited,
                                            void or unenforceable, such provision (or part thereof) shall be severed to the extent that
                                            it is prohibited, void or unenforceable. The validity and enforceability of the remaining
                                            provisions of this Agreement shall not be affected.



 


	g.	Survival.
                                            Sections 1, 2(b), 4 (to the extent any payments remain outstanding), 5(d), 5(f), 5(g),
                                            6(b), 7(a) through 7(f), 7(h), 8, and 9 and all other provisions of this Agreement reasonably
                                            expected to survive the termination or expiration of this Agreement will do so.



 


	h.	Notices.
                                            Any and all notices under this Agreement will be given via email and will be effective
                                            on the first Regular Business Day after being sent, unless the sending party is notified
                                            that the email address is invalid. All notices will be sent via email to the email addresses
                                            specified on the Membership Details Form, except as otherwise provided in this Agreement.
                                            WeWork may send notices to either (or both) the Primary Member or the Authorised Signatory,
                                            as WeWork determines in its reasonable discretion. Notices related to the physical Office
                                            Space, Premises, members, other member companies or other issues in the Premises should be
                                            sent by the Primary Member. Notices related to this Agreement or the business relationship
                                            between you and WeWork should be sent by your Authorised Signatory. In the event that we
                                            receive multiple notices from different individuals within your company containing inconsistent
                                            instructions, the Authorised Signatory’s notice will control unless we decide otherwise
                                            in our reasonable discretion.



 


	i.	Headings;
                                            Interpretation. The headings in this Agreement are for convenience only and are not to
                                            be used to interpret or construe any provision of this Agreement. Any use of “including,”
                                            “for example” or “such as” in this Agreement shall be read as being
                                            followed by “without limitation” where appropriate. References to any times of
                                            day in this Agreement refer to the time of day in the Office Space’s time zone.



 


	j.	No
                                            Assignment. Except in connection with a merger, acquisition, corporate reorganization,
                                            or sale of all or substantially all of the shares or assets of you or your parent corporation,
                                            you may not transfer or otherwise assign any of your rights or obligations under this Agreement
                                            (including by operation of law) without our prior written consent. We may assign this Agreement
                                            without your consent and upon our request, you will promptly enter into any documents as
                                            are reasonably required to give effect to our assignment under this section.



 


	k.	No
                                            Representation. Each party acknowledges and represents to the other party that it has
                                            not relied on or been induced to enter into this Agreement by any representation made by
                                            any person (whether or not a party to this Agreement) which is not expressly set out in this
                                            Agreement.



 






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	l.	Sanctions.
                                            You hereby represent and warrant that (i) during the term of this Agreement you and your
                                            Members, will comply with all applicable U.S. and non-U.S. economic sanctions and export
                                            control laws and regulations, including but not limited to the economic sanctions regulations
                                            implemented under statutory authority and/or Executive Orders and administered by the U.S.
                                            Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 C.F.R.
                                            Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations
                                            (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations of the European
                                            Council, United Kingdom, and EU Member States, and EU’s Dual-use Regulation 428/2009
                                            (collectively, “Trade Control Laws”); (ii) neither you nor any of your Members,
                                            subsidiaries or affiliates, nor directors or officers is (a) a citizen or resident of, an
                                            entity organized under the laws of, or otherwise located in, a country subject to comprehensive
                                            territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”),
                                            (b) identified on U.S. Government restricted party lists including the Specially Designated
                                            Nationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied Parties
                                            List, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau of
                                            Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S.
                                            State Department Directorate of Defense Trade Controls, (c) a listed person or entity on
                                            the Consolidated List of persons and entities subject to asset-freezing measures or other
                                            sanctions maintained by the European Union, and by the Member States of the European Union,
                                            or (d) a person or entity subject to asset-freezing measures or other sanctions maintained
                                            by the United Kingdom’s HM Treasury (collectively referred to herein as “Restricted
                                            Parties”); (iii) neither you nor any of your Members, subsidiaries and/or affiliates
                                            are 50% or more owned, individually or in the aggregate, directly or indirectly by one or
                                            more Restricted Parties or otherwise controlled by Restricted Parties; (iv) less than 10%
                                            of your total annual revenues are, and will continue to be for the duration of the Agreement,
                                            generated from activities involving, directly or indirectly, one or more of the Sanctioned
                                            Countries; and (v) neither you nor any of your Members will, at any time during the Term,
                                            engage in any activity under this Agreement, including the use of Services provided by WeWork
                                            in connection with this Agreement, that violates applicable Trade Control Laws or causes
                                            WeWork to be in violation of such Trade Control Laws.






 


	m.	Anti-Money
                                            Laundering. You hereby represent and warrant that at all times you and your Members have
                                            conducted and will conduct your operations in accordance with all laws that prohibit commercial
                                            or public bribery and money laundering (the “Anti- Money Laundering Laws”), and
                                            that all funds which you will use to comply with your payments obligations under this Agreement
                                            will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws.
                                            You will provide us with all information and documents that we from time to time may request
                                            in order to comply with all Anti-Money Laundering Laws.






 


	n.	Anti-Corruption
                                            Laws. Neither you nor any of your Members, your directors, officers, employees, agents,
                                            subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly,
                                            offered, paid, given, promised, or authorized the payment of any money, gift or anything
                                            of value to: (A) any Government Official or any commercial party, (B) any person while knowing
                                            or having reason to know that all or a portion of such money, gift or thing of value will
                                            be offered, paid or given, directly or indirectly, to any Government Official or any commercial
                                            party, or (C) any employee or representative of WeWork for the purpose of (1) influencing
                                            an act or decision of the Government Official or commercial party in his or her official
                                            capacity, (2) inducing the Government Official or commercial party to do or omit to do any
                                            act in violation of the lawful duty of such official, (3) securing an improper advantage
                                            or (4) securing the execution of this Agreement, (ii) will authorize or make any payments
                                            or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly,
                                            in connection with this Agreement, the Services or the Office Space. For purposes this section,
                                            “Government Official” means any officer, employee or person acting in an official
                                            capacity for any government agency or instrumentality, including state-owned or controlled
                                            companies, and public international organizations, as well as a political party or official
                                            thereof or candidate for political office.



 






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	o.	Compliance
                                            with Laws. You hereby represent and warrant that at all times you and your Members have
                                            conducted and will conduct your operations ethically and in accordance with all applicable
                                            laws. You are responsible for compliance with any regulations and rules relating to worker
                                            protection, workplace regulations and associated assessments and WeWork shall have no liability
                                            in this respect.



 


	p.	Brokers.
                                            Except as may be provided for through the WeWork broker referral program, you hereby
                                            represent and warrant that you have not used a broker or realtor in connection with the membership
                                            transaction covered by this Agreement. If you seek to terminate this Agreement or cease to
                                            pay your monthly Membership Fee except as otherwise explicitly permitted herein (each, an
                                            “Early Exit”), within fifteen (15) days of doing so, you shall reimburse WeWork
                                            for any fees previously paid by WeWork to a broker or realtor corresponding to the period
                                            following such Early Exit. You hereby indemnify and hold us harmless against any claims arising
                                            from the breach of any warranty or representation of this paragraph.






 


	q.	Counterparts
                                            and Electronic Signature. This Agreement may be executed in any number of counterparts
                                            by either handwritten orelectronic signature, each of which when executed shall constitute
                                            a duplicate original, but all the counterparts shall together constitute the one agreement,
                                            and each of which counterparts may be delivered by emailing the other party to this Agreement
                                            signed scanned document or electronically signed portable document format (pdf) version of
                                            the contract (as applicable). Each party agrees to the execution of this Agreement in this
                                            manner, and the parties acknowledge that execution in this manner creates a binding contract
                                            between the parties on the Effective Date.



 


	r.	Taxes.
                                            Any reference in this clause to a term defined or used in A New Tax System (Goods and
                                            Services Tax) Act 1999 (Cth) is a reference to that term as defined or used in the Act. All
                                            fees, charges and other sums payable under this Agreement is exclusive of GST. If GST is
                                            imposed on any supply made under this agreement, the recipient of the taxable supply will
                                            pay the supplier an additional amount equal to the GST payable on or for the supply. If any
                                            other taxes are imposed or levied in connection with this agreement, you will pay to WeWork
                                            the amount of such taxes.



 


	s.	Entire
                                            Agreement. This Agreement constitutes the entire agreement between the parties relating
                                            to the subject matter hereof and shall not be changed in any manner except by a writing executed
                                            by both parties or as otherwise permitted herein. All prior agreements and understandings
                                            between the parties regarding the matters described herein have merged into this Agreement.



 


 


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