MEMBERSHIP AND LICENSE AGREEMENT

This Work in Progress Membership and License Agreement (this "Agreement") is entered into as of the date of acceptance of this Agreement (the "Effective Date"), between CoWorks, LLC, a Nevada limited liability company, dba Work in Progress ("Work in Progress", "we" or "us") and the individual or company accepting the terms.

  1. MEMBERSHIP
    • 1.1 Accounts and Registration. By entering into this Agreement, you will become a Member of the Work in Progress Community. To be eligible for membership in the Work in Progress Community ("Membership"), you must be at least eighteen years old. You agree that the information you provide to us in connection with your registration (or otherwise) is accurate and that you will keep it accurate and up to date at all times. When you register for certain memberships, you will be provided with a Work in Progress card key to the Premises and asked to provide a password for your access to the Online Member Community (as defined below). You are solely responsible for maintaining the security of your card key and the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at billing@workinprogress.lv.
    • 1.2 Terms and Conditions. Your Membership will be governed by the terms and conditions of this Agreement and the rules and regulations set forth on the Work in Progress membership rules page located at [http://www.workinprogress.lv/terms] (the "Membership Rules"). We reserve the right, at our discretion, to change the Membership Rules at any time and on a going forward basis. It is your responsibility to review the most recent version of the Membership Rules on a regular basis and remain informed of any changes to it. By accessing the Premises or using any Work in Progress services you consent to the Membership Rules in effect at such time. If a change to the Membership Rules materially modifies your rights or obligations, we will notify you via email, and you will be asked to accept such modified terms. Your acceptance of any such modified terms is required to continue your use the Premises and services. Material modifications to the Membership Rules are effective upon your acceptance of such modified terms. If you do not accept the modified terms, your Membership will be deemed canceled and we will refund you with the pro rata portion of your unused, prepaid Membership Fee. You understand and agree that we may disable your card key until you accept any modifications to the Membership Rules or if you otherwise breach this Agreement at any time.
    • 1.3 Membership Levels. In connection with your registration as a Member, you must indicate your choice on one of the membership levels offered to Members (each, a "Membership Level") at the Effective Date. Your rights and obligations concerning the Premises and Work in Progress Community will depend on which Membership Level you choose. If you are registering as a Team Table or Team Room member, this Agreement will also include a Team Amendment.
  2. PAYMENT
    • 2.1 Fees. You agree to pay all fees, charges and other costs associated with your Membership and use of the Premises in accordance with this Agreement and the Membership Rules. We reserve the right to change our fees at any time by providing you prior notice. If we notify you of new fees or if we change the fees for existing features of your Membership, you agree to pay all fees, charges and other costs specified for your continued use of the applicable feature following the time period stated in the notice.
    • 2.2 Payment. By signing up for a Membership, you authorize us or our agent to bill your credit card the applicable monthly membership fee as specified in the Membership Rules ("Membership Fee"), any and all applicable taxes, and any other charges you may incur in connection with your use of the Premises, any related ancillary services and participation in the Work in Progress services. The applicable monthly Membership Fee will be charged to your account from the date you register to become a Member and each month thereafter, on the first calendar day of the month following the commencement of your Membership, and subsequently on the first calendar day of the month. If your Membership begins on the 31st of any month, we will charge your account on the first day of each subsequent month. Other fees (such as the use of conference rooms and meeting spaces) will be charged to your account as you incur them. Under prior approval, Membership Fees may be paid via check, while all other terms remain in effect.
    • 2.3 Updated Information. You agree to provide us updated information about your credit card when the earlier information is no longer valid or - otherwise - upon our request. If we do not receive payment from your credit card provider or if your credit card expires or is rejected, you agree to pay all amounts due upon demand. We reserve the right to take all steps necessary to collect amounts due from you, including but not limited to using third-party collection agencies, and you agree to indemnify us for any costs we incur (including attorneys' fees) to recover amounts due from you. We reserve the right to correct any errors or mistakes that we make even if we have already requested or received payment, and to determine whether your credit card is pre-authorized to accept a minimum charge equal to your monthly Membership Fee.
    • 2.4 Responsibility. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. You agree to notify us about any billing problems or discrepancies within 60 days after they first appear on your account details page. If you do not bring them to our attention within 60 days, you agree that you waive your right to dispute such problems or discrepancies.
    • 2.5 Late Payments. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid.
    • 2.6 Cancellation. You may cancel your Membership at any time by providing us 30 days' advanced written notice via email at billing@workinprogress.lv. IF YOU CANCEL YOUR MEMBERSHIP BEFORE THE END OF YOUR MONTHLY MEMBERSHIP TERM, YOUR CREDIT CARD WILL BE CHARGED THE FULL, NONDISCOUNTED FEES AND CHARGES FOR THE ENTIRE MONTH. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH. You must cancel your subscription before the end of the monthly term to avoid charges for the renewal term. If we terminate your Membership for convenience, we will provide a pro-rata refund of prepaid Membership Fees. IF YOU BELIEVE THAT WE HAVE CHARGED YOU IN ERROR FOR ANY SERVICE, YOU MUST CONTACT US WITHIN 90 DAYS OF THE CHARGE. WE WILL NOT REFUND ANY CHARGES AFTER MORE THAN 90 DAYS.
  3. THE PREMISES
    • 3.1 Use of the Premises. Subject to the terms and conditions of this Agreement and the Membership Rules, solely during the term of this Agreement, we hereby grant you a limited, non-exclusive, revocable and personal license, without right to grant sublicenses, to access the Premises solely for general office purposes and uses ancillary thereto. While in the Premises, you (and each of your guests) must conduct yourself (and themselves) in accordance with the Membership Rules and any other rules of conduct issued by Work in Progress from time to time. Rules of conduct may be included in this Agreement or may be described in certain areas on workinprogress.lv website and, to the extent they are not expressly set forth herein, they are hereby incorporated by reference into this Agreement. You must not perform any work or undertake any activity in the Premises that may interfere with or disturb the use or occupancy of the Premises by Work in Progress, or any other Members (or their guests). You will limit the number of visitors or clients who come to the Premises on a regular basis to include only those visitors or clients who need to meet with you in person. You agree not to publish, run or otherwise make available advertisements, documents or other information that list the address of the Premises. You may not schedule events, parties, seminars or other activities at the Premises that would occupy or otherwise require use of any of the Premises other than your assigned desk without our prior written consent, which may be withheld in our sole discretion. All use of the Premises and any common areas or amenities shall be at your sole risk, and Work in Progress is not liable for any damages, loss of or damage to personal property, or injuries occasioned by such use.
    • 3.2 Use of Common Areas. You must not use interior common areas for any type of storage, or parking of bicycles. All parking areas and common areas of the Premises are subject at all times to the management and control of Work in Progress. All use of common areas is at your sole risk, and Work in Progress is not liable for any damages, loss of or damage to personal property, or injuries occasioned by such use. We reserve the right, power and authority to manage and control access to the common areas and compile, promulgate, change, and modify all rules and regulations that we may, in our sole discretion, deem necessary for use of the common areas. You agree to abide by and conform to all policies and rules and regulations pertaining to the common areas. We reserve the right to construct, maintain, and limit operating parameters of HVAC, lighting, data and low voltage facilities; to police and, from time to time, change the area, location, and arrangement of the common areas and facilities; to temporarily close all, or any portion of the common areas, and to do and perform any and all such other acts in and to the common areas and facilities as we may determine in our sole and absolute discretion.
    • 3.3 Work in Progress Property. You must not use any Work in Progress property, supplies or materials, except that you may (i) use office equipment, technology-related equipment, and furniture that you have a right to use pursuant to this Agreement or the Membership Rules, and (ii) enjoy reasonable non-exclusive use of the kitchen, pantry or coffee area, restrooms and shower facilities, if any, within the Premises. You agree and acknowledge that the individual workspaces in the Premises may not be separately demised or separated physically and that, therefore, each Member has access to other Members' work areas (including your work area).
    • 3.4 Internet Access. All Members have access to the wireless internet signal within the Premises (the "Work in Progress WiFi Network"). Accordingly, bandwidth on the Work in Progress WiFi Network must reasonably be shared amongst all Members. When connected to the Work in Progress WiFi Network, you are prohibited from (a) using a mail server, (b) hosting internal websites, (c) dispatching broad-based emails (spamming), and (d) utilizing internal FTP servers, WiFi wireless internet hubs, voice over IP equipment or and equipment, applications, or practices that we may deem utilize excessive bandwidth.
    • 3.5 Network Security. (a) In order to protect your computer(s) and other networked hardware and software from unwanted hackers and viruses, and to prevent the inconveniencing or slowing down of the Work in Progress WiFi Network for other Members, it is your sole responsibility and obligation to provide your own firewall and antivirus protection for all of your computers that you bring to the Premises. In the event that any of your computers become infected or hacked, regardless of whether you have installed firewall or antivirus protection, we will not be responsible for any damage suffered to your computers. If we notice or suspect that any of your computers may be infected or hacked, we reserve the right to schedule a time to immediately inspect any such computers. If we determine that any of your computers is infected or has been hacked, or is otherwise causing a disruption to or slow down of the Work in Progress WiFi Network, we reserve the right to immediately disconnect the problematic computers from the Work in Progress WiFi Network. Due to numerous incoming spam messages clogging up many email systems, we highly recommend that you install spam filtering software to help eliminate congestion and the slowing down of the Work in Progress WiFi Network. You will indemnify and hold Work in Progress harmless for any and all damages, including, without limitation, reasonable attorney's fees that may result from the foregoing caused by or linked to your access to the Work in Progress WiFi Network. (b) Although we will take commercially reasonable steps to maintain the continuity of the Work in Progress WiFi Network and telephone access on the Premises, we accept no liability for any suspension, interruption, temporary unavailability, loss of data or fault occurring in the Work in Progress WiFi Network or telephone access, or any consequences caused by such suspension, interruption, temporary unavailability, loss of data or fault, including loss of business or profits. We will take commercially reasonable steps to protect the Work in Progress WiFi Network from unauthorized use; however, the Work in Progress WiFi Network (and the Internet more generally) cannot be guaranteed safe or secure and, therefore, we will have no liability for any breach of the Work in Progress WiFi Network, whether arising as a result of our allocation of access rights or otherwise.
    • 3.6 Parking. Other than paid and reserved parking spaces on the Premises or provided through the Services, parking spaces provided are provided as a non-exclusive, first come first serve basis.
    • 3.7 Hazardous Materials Prohibited. You must not cause or permit any hazardous material to be brought upon, kept or used in or about the Premises by you, your agents, employees, contractors, clients, guests or invitees. If you breach the obligations stated in the preceding sentence, or if the presence of hazardous material on the Premises caused or permitted by you results in contamination of the Premises, then you will indemnify, defend, and hold Work in Progress harmless from and against any and all resulting claims, judgments, damages, penalties, fines, costs, liabilities, or losses.
    • 3.8 Alcohol Consumption. You understand and agree that Work in Progress does not hold a liquor license for the Premises. Accordingly, you agree to the following rules relating to alcohol consumption and the Premises:
      • (a) No alcohol may be brought onto the Premises by any Member at any time for any reason;
      • (b) No Member may provide alcohol to minors on the Premises;
      • (c) Consumption of alcohol will not be permitted on the Premises;
      • (d) Alcohol may be removed from a Member's possession if on the Premises;
      • (e) You may be removed from the Premises by Work in Progress if we reasonably believe that you have overconsumed alcohol;
      • (f) No illegal gambling is permitted on the Premises;
      • (g) No nudity or lewd behavior is permitted on the Premises; and
      • (h) No live entertainment or dancing is permitted on the Premises.
    • 3.9 Return of Premises. On or before the end of each day that you make use of the Premises, you will leave the Premises and surrender the same to Work in Progress in the same condition existing at the beginning of you use (subject to reasonable wear and tear). If you are not a Resident Member or above, you must remove all of your property from your Workspace at the end of each day. If you are a Team Room Member, you may leave your property in your appointed team room for so long as you license the team room. Except as expressly provided in this Section 4.9, you will remove all of your property located in the Premises or store your property in the appropriate lockers at the end of each day.
    • 3.10 Access to the Premises. Work in Progress and our employees and agents will have the right, throughout the term of this Agreement and at any time, to enter any portion of the Premises to examine the Premises, to ensure your compliance with this Agreement and the Membership Rules, and to make any repairs, alterations, improvements or additions as we may deem reasonably necessary or desirable, provided that we will use commercially reasonable efforts to minimize any interference with your permitted use of the Premises.
    • 3.11 Insurance. You agree, at your sole cost and expense, to obtain and maintain all insurance required under applicable law for the operation of your business. In addition, you agree, at your sole cost and expense, to obtain business insurance for your own protection, including Workers' Compensation (required for any employees working out of the Premises), General Liability, Property & Casualty, and Fire & Burglary insurance. Regardless of your choice whether to carry insurance, as a condition of your Membership, you hereby indemnify and hold harmless Work in Progress for any and all damages, including lost business, lost profits, damage to equipment and personal property, theft, and any possible costs related to attorney's fees. In no event will we be responsible for purchasing or maintaining any of the aforementioned insurance on your behalf. You acknowledge and agree that neither you nor any of your employees, guests, visitors, contractors or property is an insured, a named insured, an additional insured or in any way a beneficiary of any insurance policy carried by Work in Progress.
    • 3.12 No Lease. Neither this Agreement nor any other license between you and Work in Progress is (or will be deemed to constitute) a lease or a conveyance of the Premises (or any portion thereof) by Work in Progress to you or to confer upon you any right, title, estate or interest in the Premises, except for the express rights granted to you pursuant to this Agreement. Notwithstanding the fact that (a) this Agreement is a conditional license and not a lease; (b) no landlord-tenant laws govern this Agreement; and (c) you cannot invoke tenant rights or privileges with respect to the Premises; you hereby specifically waive any and all rights that you may have under any landlord-tenant laws.
    • 3.13 Suitability and Comfort. You accept that the very nature of a large, shared working environment means that the standards for issues such as aesthetics and room temperature vary from individual to individual with whom the working environment is shared. You also accept that, in attempting to satisfy the collective and varied standards of the large group of Members working in the Premises, it is sometimes possible that an individual's standards will not match those of the majority of occupants and, thus, an individual Member's standards may not be met from time to time. Therefore, you hereby accept that the Premises may not be best suited for every type of business or individual and, if your individual standards cannot be met, you will have the right to terminate this Agreement upon thirty (30) days' prior written notice.
    • 3.14 Security of Premises. You understand and agree that each Member shares responsibility for the physical security of the Premises and the individuals located therein. You agree to abide by all security-related rules in the Membership Rules, including maintaining your [card key] in a secure location at all times and ensuring no one other than you and your guests enters the Premises using your [card key]. You agree to report immediately any suspicious persons or activities to us.
  4. WORKSPACES
    • 4.1 Use of the Workspaces. Subject to the terms and conditions of this Agreement and the Membership Rules, solely at the times permitted under the Membership Rules with respect to your selected Membership Level, we hereby grant you a limited, non-exclusive, revocable and personal license, without right to grant sublicenses, to access a Workspace (or Workspaces, as applicable) on the Premises, and use and occupy the Workspace (or Workspaces, as applicable) solely for general office purposes and uses ancillary thereto. As used herein, "Workspace" means a seat in the shared office space facilities of the Premises. Your Membership Fees and any additional fees you pay to use a Workspace include the cost of utilities, client and guest reception during regular business hours (9:00am to 5:00pm, Monday through Friday, excluding holidays), use of any common spaces and amenities (subject to any applicable surcharges from time to time), office cleaning services, trash removal and other building services that we may agree to provide from time to time.
    • 4.2 Workspace Location. You understand and agree that the Workspace that you are allowed to use can vary from day to day and that we have no obligation to provide you with a specific Workspace or location within the Premises. We may ask you to change Workspace at any time, and you agree to cooperate with such requests. Resident Members are allowed access to a specific Workspace (to the exclusion of other Members) which may be changed from time to time at the sole discretion of Work in Progress. We will not be liable for any damage or lost property related to the leaving of materials at your Workspace.
  5. ONLINE MEMBER COMMUNITY
    • 5.1 Access. As a Member, you may have access to an Online Member Community, where you will be able to reach out to other Members, book amenities like conference rooms and otherwise connect with the Work in Progress Community.
    • 5.2 User Content. Certain features of the Online Member Community may permit Members to post content, including messages, reviews, photos, video, images, folders, data, text, and other types of works (collectively, "User Content") and to publish User Content on the Online Member Community. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Online Member Community.
    • 5.3 Limited License to Work in Progress. By posting or publishing User Content, you grant us a worldwide, non-exclusive, transferable, royalty-free right and license (with the right to sublicense through multiple levels) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Any such use of your User Content by us may be without any compensation paid to you.
    • 5.4 Limited License to Members. By posting and sharing User Content with another Member on the Online Member Community, you hereby grant that user a non-exclusive license to access and use such User Content as permitted by this Agreement and the functionality of the Online Member Community.
    • 5.5 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
      • (a) you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us and other Members to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 5 and in the manner contemplated by Work in Progress and this Agreement; and
      • (b) your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any Third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.
    • 5.6 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other Members post or publish and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this Agreement, the Membership Rules or is otherwise objectionable. You understand that when using the Online Member Community, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Work in Progress with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement or the Membership Rules, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Work in Progress does not permit copyright infringing activities on the Online Member Community or the Premises.
    • 5.7 Prohibited Conduct. By using the Online Member Community or the Premises, you agree not to:
      • (a) use the Online Member Community or the Premises for any illegal purpose, or in violation of any local, state, federal, or international law;
      • (b) violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights;
      • (c) post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
      • (d) interfere with security-related features of the Online Member Community, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of the Online Member Community or any part thereof except to the extent that such activity is expressly permitted by applicable law;
      • (e) interfere with the operation of the Online Member Community or any Member's enjoyment of the Online Member Community, including without limitation by (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, (ii) making unsolicited offers or advertisements to other Members, (iii) attempting to collect, personal information about Members or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Online Member Community, or violating the regulations, policies, or procedures of such networks, equipment, or servers;
      • (f) perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the Member accounts of others without permission, or falsifying your age or date of birth;
      • (g) sell or otherwise transfer the access granted herein or any Work in Progress Materials (as defined below) or any right or ability to view, access, or use any Work in Progress Materials; or
      • (h) attempt to do any of the foregoing in this Section 5.7, or assist or permit any persons in engaging in any of the activities described in this Section 5.7.
    • 5.8 Third Party Services and Links. We may provide tools through the Online Member Community that enable you to export information, including User Content, to third-party services. By using these tools, you agree that we may transfer such information to the applicable third party service. Such third party services are not under our control, and we are not responsible for their use of your exported information. The Online Member Community may also contain links to third-party websites. Such linked websites are not under our control and we are not responsible for their content.
    • 5.9 Digital Millennium Copyright Act.
      • (a) DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17U.S.C. §512, as amended). If you have any complaints with respect to material posted on the Online Member Community, you may contact our Designated Agent at the following address: Work in Progress DMCA Agent 317 6th Street Las Vegas, NV 89101 Any notice alleging that materials hosted by or distributed through the Online Member Community infringe intellectual property rights must include the following information:
        1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
        2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
        3. a description of the material that you claim is infringing and where it is located on the Online Member Community;
        4. your address, telephone number, and email address;
        5. a statement by you that you have a good faith belief that the use of the materials on the Online Member Community of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
        6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
      • (b) Repeat Infringers. We will promptly terminate without notice the accounts of Members that we determined to be "repeat infringers." A repeat infringer is a Member who has been notified of infringing activity more than twice or has had User Content removed from the Online Member Community more than twice.
    • 5.10 Privacy. We may collect personally identifiable information about Members through their use of the Premises and the Online Member Community. In general, we will only use the information you provide to us, including personally identifiable information, for the purpose for which such information was provided. Your information may also be used to contact you when necessary and may be shared with other companies that may want to contact you with offers consistent with your stated preferences. You may opt-out of receiving future mailings from us and other companies by following the instructions set forth in the opt-out instructions below. We may provide personally identifiable information to our subsidiaries, affiliated companies and other trusted businesses or persons for the purpose of providing and improving the Premises, Sister Premises and the Online Member Community (e.g., payment processing and transmission of communications) and for our other purposes described in this Agreement. We may share your personally identifiable information and other information with third parties (including regulatory or law enforcement authorities) in order to carry out your requests or if we believe that doing so is legally required or is in our interest to protect our property or other legal rights (including, but not limited to, enforcement of our agreements), or the rights or property of others. Information about Members, including personally identifiable information, may be disclosed as part of any merger, acquisition, or sale of company assets, as well as in the unlikely event of an insolvency, bankruptcy or receivership in which personally identifiable information would be transferred as one of our business assets. You may opt out of receiving certain communications from our partners, or from us, by sending an email to shout@workinprogress.lv. Please note that we may nevertheless contact you via email regarding your Membership account, the Premises or changes to the Membership Rules or Online Member Community, even if you opt out of receiving certain communications from our partners or from us.
  6. TERM
    • 6.1 Term. This Agreement commences as of the Effective Date and will continue in effect until you cancel your Membership or this Agreement is earlier terminated in accordance with this Section 6.
    • 6.2 Termination by You. You may terminate this Agreement (and your Membership) at any time by giving us 30 days' advance written notice via email at billing@workinprogress.lv.
    • 6.3 Termination by Us. We may terminate this Agreement upon immediate notice if:
      • (a) You breach any of the provisions of this Agreement or the Membership Rules;
      • (b) You or your company (i) files for bankruptcy, (ii) is the subject of the filing of a petition for bankruptcy, (iii) is insolvent or (iv) otherwise is unable to pay your (or its) debts as they mature; and
      • (c) We decide to do so at our convenience.
    • 6.4 Effect of Cancellation or Termination. Upon cancellation of your Membership or the termination of this Agreement, (a) your license to use the Premises and any Workspaces will cease, (b) you must immediately remove all of your property from the Premises, (c) return your card key to one of our representatives, (d) return any and all Work in Progress Materials in your possession and (e) exit the Premises immediately. If we terminate your Membership at our convenience, we will refund the pro rata portion of any prepaid, unused Membership Fees. If this Agreement is terminated for any other reason, then we will provide no refunds.
  7. WORK IN PROGRESS MATERIALS
    • 7.1 No License. Except as expressly set forth in this Agreement, we grant you no license to use, reproduce, distribute, disclose, perform, transmit, make, have made, import, sell, offer to sell or otherwise exploit in any manner any products, services, premises, graphics, designs, compilations, information, data, computer code (including source code or object code), software or any other materials owned or otherwise provided by Work in Progress on the Premises, via the Online Member Community or otherwise, including any and all intellectual property rights therein (the "Work in Progress Materials" ), and we hereby reserve all rights in and to the Work in Progress Materials. All Work in Progress Materials are the sole and exclusive property of Work in Progress and its licensors.
    • 7.2 Collection and Use of Data. You agree that Work in Progress, its affiliates and agents may collect, maintain, process and use personal, diagnostic, technical and related information, including technical information about your computer, system, application software and peripherals, the time and dates of your entry to the Premises, the names of and related information regarding your guests to the Premises and other information gathered by Work in Progress or provided by you to Work in Progress in connection with your use of the Premises (" Member Data"). We collect, maintain, process and use in order to facilitate the provision of services to you, to assist in our operation of the Premises and to verify your compliance with the terms of this Agreement. Work in Progress may use the Member Data as long as it is in a form that does not personally identify you, to improve our operations, to provide services or technologies to you or any third party or otherwise in connection with our business. We may share Member Data and other information with third parties (including regulatory or law enforcement authorities) in order to carry out a Member's request or if we believe that doing so is legally required or is in our interest to protect our property or other legal rights (including enforcement of our agreements), or the rights or property of others.
  8. CONFIDENTIALITY
    • 8.1 Acknowledgement and Release. You understand and agree that the very nature of a coworking space means that you may be exposed to the Confidential Information (as defined below) of Work in Progress or other Members while on the Premises. You agree to use your reasonable best efforts to limit your accidental disclosure of your Confidential Information to other Members by using appropriate discretion when talking on the telephone or to other Members, leaving materials in public view or otherwise. During and after the term of this Agreement, you will at all times abide by the terms of this Section 8 with respect to any Confidential Information disclosed to you by other Members or Work in Progress, or to which you are exposed (even if accidentally) while on the Premises. You are responsible for ensuring any and all of your guests, visitors, employees or other invitees to the Premises abide by the confidentiality obligations in this Section 8. YOU WILL BE HELD RESPONSIBLE FOR ANY VIOLATIONS OF THIS SECTION 8 BY YOU OR YOUR GUESTS, VISITORS, EMPLOYEES OR OTHER INVITEES TO THE PREMISES.

      You hereby release Work in Progress from any and all claims relating to the unauthorized disclosure of your Confidential Information by any other Members or their guests, visitors, employees or other invitees to the Premises.

    • 8.2 Definition. "Confidential Information" means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party's technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is made available or disclosed to a party (either by the other party or by other Members on the Premises) and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
    • 8.3 Restricted Use and Nondisclosure. During and after the term of this Agreement, each party may be exposed to the Confidential Information of the other party (or other Members) and will: (a) use the other party's (or other Members') Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party's (or other Members') Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 9; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party's Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. All Confidential Information disclosed by a party remains the property of such party.
    • 8.4 Required Disclosure. If either party is required by law to disclose Confidential Information or the terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure and, upon request, assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
    • 8.5 Accidental Disclosure. You acknowledge that, despite your best efforts to maintain the confidentiality of your Confidential Information, your Confidential Information may be seen, overheard by or otherwise transmitted to other Members, their guests, visitors, employees or other invitees to the Premises, or Work in Progress. You bring your Confidential Information to the Premises at your sole risk, and we will not be responsible for any accidental, incidental or other disclosure of your Confidential Information. You hereby release Work in Progress from any and all claims relating to the accidental disclosure of your Confidential Information to Work in Progress, any other Members or their guests, visitors, employees or other invitees to the Premises.
    • 8.6 Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information of the other party that they may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
  9. INDEMNITY
    • 9.1 Defense. You will defend us and any and all of our officers, directors, employees, shareholders, direct and indirect customers, agents, successors and assigns (collectively, "Indemnitees") from any actual or threatened third party claim arising out of or based upon your access to or use of the Premises, including your access to the Work in Progress WiFi Network and the Online Member Community, or your breach of any of the provisions of this Agreement. We will: give you prompt written notice of any claim; grant you full and complete control over the defense and settlement of the claim; assist you with the defense and settlement of the claim as you may reasonably request and at your sole cost and expense; and comply with any settlement or court order made in connection with the claim. If you fail to discharge your duties under this Section 9.1, each Indemnitee reserves the right to defend itself and seek indemnification from you in accordance with Section 9.2.
    • 9.2 Indemnification. You will indemnify the Indemnitees against all damages, costs, and attorneys' fees finally awarded against any of the Indemnitees in any proceeding under Section 9.1; all out of pocket costs (including reasonable attorneys' fees) reasonably incurred by us in connection with the defense of such proceeding; and if any proceeding arising under Section 9.1 is settled, you will pay any amounts to any third party agreed to by you in settlement of any such claims. This Section 9.2 will apply regardless of any insurance coverage held by you or any of your affiliates.
  10. DISCLAIMER; NO WARRANTIES
    • 10.1 Disclaimer. THE PREMISES, THE ONLINE MEMBER COMMUNITY AND ALL SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH OR RELATED TO THE PREMISES OR THE ONLINE MEMBER COMMUNITY ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PREMISES, THE ONLINE MEMBER COMMUNITY AND ALL SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH OR RELATED TO THE PREMISES OR THE ONLINE MEMBER COMMUNITY, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NONINFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE PREMISES, THE ONLINE MEMBER COMMUNITY OR ANY SERVICES, MATERIALS OR CONTENT AVAILABLE THROUGH OR RELATED TO THE PREMISES OR THE ONLINE MEMBER COMMUNITY WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
    • 10.2 No Warranties. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PREMISES, THE ONLINE MEMBER COMMUNITY OR ANY SERVICES, MATERIALS OR CONTENT AVAILABLE THROUGH OR RELATED TO THE PREMISES OR THE ONLINE MEMBER COMMUNITY WILL CREATE ANY WARRANTY REGARDING WORK IN PROGRESS OR THE PREMISES, THE ONLINE MEMBER COMMUNITY OR ANY SERVICES, MATERIALS OR CONTENT AVAILABLE THROUGH OR RELATED TO THE PREMISES OR THE ONLINE MEMBER COMMUNITY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE PREMISES, THE ONLINE MEMBER COMMUNITY AND ALL SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH OR RELATED TO THE PREMISES OR THE ONLINE MEMBER COMMUNITY AND YOUR DEALINGS WITH OTHER MEMBERS. YOU UNDERSTAND AND AGREE THAT YOUR USE THE PREMISES AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING MATERIALS OR CONTENT THROUGH THE ONLINE MEMBER COMMUNITY AND ANY ASSOCIATED SITES OR SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE WORK IN PROGRESS WIFI NETWORK) OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE PREMISES, THE ONLINE MEMBER COMMUNITY OR THE DOWNLOAD OR USE OF ANY MATERIALS OR CONTENT THROUGH THE WORK IN PROGRESS WIFI NETWORK OR ONLINE MEMBER COMMUNITY. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
  11. LIMITATION OF LIABILITY
    • 11.1 No Consequential Damages. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PREMISES, THE ONLINE MEMBER COMMUNITY OR ANY SERVICES, MATERIALS OR CONTENT AVAILABLE THROUGH OR RELATED TO THE PREMISES OR THE ONLINE MEMBER COMMUNITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    • 11.2 Limitation of Liability. YOU AGREE THAT THE AGGREGATE LIABILITY OF WORK IN PROGRESS TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE PREMISES, THE ONLINE MEMBER COMMUNITY OR ANY SERVICES, MATERIALS OR CONTENT AVAILABLE THROUGH OR RELATED TO THE PREMISES OR THE ONLINE MEMBER COMMUNITY OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO US FOR ACCESS TO AND USE OF THE PREMISES IN THE 12 MONTHS PRIOR TO THE CLAIM OR (ii) $100.
    • 11.3 Basis of Bargain. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  12. DISPUTE RESOLUTION AND ARBITRATION
    • 12.1 Generally. In the interest of resolving disputes between you and Work in Progress in the most expedient and cost-effective manner, you and Work in Progress agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory and regardless of whether the claims arise during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WORK IN PROGRESS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    • 12.2 Exceptions. Notwithstanding subsection 13.1, we both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
    • 12.3 Arbitrator. Any arbitration between you and Work in Progress will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 18007787879, or by contacting us.
    • 12.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Our address for Notice is: 317 6th Street, Las Vegas NV 89101. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Work in Progress may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Work in Progress shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award if any. In the event our dispute is finally resolved through arbitration in your favor, Work in Progress will pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by Work in Progress in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.00, whichever is greater.
    • 12.5 Fees. In the event that you commence arbitration in accordance with this Agreement, we will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Clark County, Nevada, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a nonappearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
    • 12.6 No Class Actions. YOU AND WORK IN PROGRESS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Work in Progress agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
    • 12.7 Enforceability. If Section 12.6 is found to be unenforceable or if the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 12.1 shall govern any action arising out of or related to this Agreement.
  13. MISCELLANEOUS
    • 13.1 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Nevada, U.S.A, without regard to the conflict of laws principles thereof. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts in Clark County, Nevada, in connection with any action arising out of or in connection with this Agreement.
    • 13.2 Relationship. This Agreement will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting our performance of any services for any third party or the provision of products to any third party.
    • 13.3 Assignability. You may not assign your right, duties, or obligations under this Agreement without our prior written consent. If you are an entity (other than a natural person), any direct or indirect change of control via a merger, reorganization, consolidation or sale of all or substantially all of your assets or equity securities in one or a series of related transactions will be deemed to be an "assignment" for the purposes of this Section. If consent is given, this Agreement will bind your successors and assigns. Any attempt to transfer your rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. We may assign this Agreement, or any of our rights or obligations hereunder, without your consent.
    • 13.4 Subcontractors. We may utilize one or more subcontractors or other third parties to perform our duties under this Agreement.
    • 13.5 Notices. All notices to Work in Progress in connection with this Agreement must be in writing and must be delivered by hand or sent by email, facsimile, air courier or certified mail, return receipt requested, postage prepaid. All notices to Work in Progress will be effective upon receipt. Notices to Work in Progress must be delivered to Work in Progress, 317 S 6th Street, Las Vegas, NV 89101, Attention Office Manager or you may provide us notice by sending an email to shout@workinprogress.lv.
    • 13.6 Force Majeure. We will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond our reasonable control, so long as we use all commercially reasonable efforts to avoid or remove such causes of nonperformance.
    • 13.7 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist upon strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
    • 13.8 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
    • 13.9 Commencing Legal Action. Any action for breach of this Agreement or any other action otherwise arising out of this Agreement must be commenced within one year from the date the right, claim, demand or cause of action first occurred.
    • 13.10 Interpretation. The parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders. Any reference to any agreement, document or instrument will mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Whenever the words "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation." Whenever the words "hereunder," "hereof," "hereto," and words of similar import are used in this Agreement, they will be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof. The word "or" is used in the inclusive sense of "and/or." The terms "or," "any" and "either" are not exclusive.
    • 13.11 Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in two or more counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a fax machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.
    • 13.12 Entire Agreement. This Agreement, including any all schedules and exhibits, as well as the Membership Rules, constitutes the final and complete expression of the agreement between these parties regarding the Premises. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed. No employee, agent, or other representative of Work in Progress has any authority to bind Work in Progress with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. We will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by you in any receipt, acceptance, confirmation, correspondence, or otherwise, unless we specifically agree to such provision in writing that is signed by one of our authorized agents.