Studio Membership
Agreement

THIS STUDIO MEMBERSHIP AGREEMENT (the “Agreement”) is entered into as of the Effective Date stated in the executed Agreement, by and between Colorado Creative Group, L.L.C., a Colorado limited liability company, whose address is 11 S. 25th Street, Suite 220, Colorado Springs, CO 80904 (“Provider”), and the Member identified in the executed Agreement (“Member”).

NOW, THEREFORE, for and in consideration of the mutual covenants, promises and other good and valuable consideration contained in this Agreement, the receipt and sufficiency of which are acknowledged, Provider and Member agree as follows:

Provider grants Member a revocable, non-exclusive, non-assignable, non-transferable, temporary personal license (expressly not a lease) to access and use the office space located at 130 E. Kiowa Street, Suite 202, Colorado Springs, CO 80903 (the “Studio”) and associated amenities solely through Provider’s designated online reservation platform (the “Platform”), subject to the terms of this Agreement, the Platform Terms of Service (incorporated by reference), and Provider’s Studio Rules, which Provider may implement or modify from time to time.

Member hereby acknowledges and agrees that this Agreement is intended to create a revocable license only and not a lease or any real property interest under Colorado law. This license confers no property interest, tenancy, or exclusive possession, nor shall anything herein be construed as granting Member any rights protected under Colorado landlord-tenant statutes.

The license granted to Member under this Agreement shall be for a minimum initial term of six (6) months, commencing on the date set forth in the executed Agreement and expiring on the Expiration Date stated therein. After the expiration of the initial Term, the Term of this Agreement shall automatically renew on a month-to-month basis, unless terminated by Provider or Member by giving no less than thirty (30) days prior written notice before the end of the then current Term.

The license to use the Studio granted herein is non-transferable. Subleasing or sharing membership rights or license rights to use the Studio is not permitted under any circumstances.

3.1 — Initial Membership Fee; Usage Rights: Concurrent with the execution of this Agreement, Member shall pay to Provider an initial membership fee as stated in the executed Agreement. In consideration of the Membership Fee, Provider grants to Member the number of hours per month stated in the executed Agreement to use the Studio, subject to the terms and conditions set forth herein. The total hours granted to Member per month do not rollover to subsequent months. All unused hours are forfeited by Member upon the expiration of the current month, and in no event shall Member be entitled to a refund or credit for any unused hours. Additional hours over and above the monthly allotted amount may be purchased by Member through the Platform at the hourly rate, and up to the monthly maximum, stated in the executed Agreement. Provider hereby expressly reserves the right to modify Membership Fees (except Member’s Initial Membership Fee for the initial Term shall not be subject to change after execution of this Agreement), Renewal Fees, and fees for additional hours as reasonably determined by Provider and upon thirty (30) days prior written notice to Member. Any continued use of the Studio and the Platform by Member after receipt of such notice shall be deemed Member’s acceptance of any such changes to fees due hereunder.

3.2 — Renewal Fees: Upon expiration of the initial Term, the monthly fee due thereafter shall be the renewal amount stated in the executed Agreement, due on the first day of each month.

3.3 — Damage Deposit: In addition to the initial membership fee set forth in Section 3.1 above, Member shall pay to Provider, concurrent with the execution of this Agreement, a damage deposit in the amount stated in the executed Agreement, which shall be refundable to Member upon the expiration or termination of this Agreement, less deductions for damages, unpaid fees, cleaning, or restoration costs incurred by Provider, as determined by Provider in its reasonable discretion.

3.4 — Payment Method; Late Fees; Interest: All fees due hereunder will be charged via the Platform. Member agrees to provide a valid credit card and corresponding authorization on the Platform for Provider to collect all fees due hereunder. Any credit card charges that are denied or any fees otherwise not paid when due hereunder shall be deemed late, and Member shall incur a late fee equal to five percent (5%) of the amount due. Any fees not paid within ten (10) days after the date due shall thereafter accrue default interest at the rate of 1.5% per month, plus any collection costs incurred by Provider. All fees due hereunder are non-refundable, except as expressly stated herein.

4.1 — Reservation Requirement: Member acknowledges and agrees that all use of the Studio is strictly reservation-based. Member must book the Studio in advance exclusively through Provider’s Platform. A confirmed booking grants Member a temporary, limited exclusive-use license for the specific reserved area only during the exact booked date and time period. Outside of confirmed reservations, Member has no right to occupy any portion of the Studio, and Provider may permit other users to use any unreserved or vacated areas. The Studio cannot be booked for a time period of less than one hour.

4.2 — Booking Policies: Reservations are subject to real-time availability, Platform rules, usage limits (e.g., maximum hours per day/week/month), and Provider’s operational needs. Provider reserves the right to modify, cancel, or reassign reservations with reasonable notice (where feasible) for maintenance, repairs, safety, events, overbooking corrections, or force majeure events. Member’s use of the Studio must begin and end within the specified time period reserved on the Platform. Late arrivals to the Studio shall in no event entitle Member to extend the session’s booked time period.

4.3 — Cancellation and No-Show Policy: Cancellations must be made through the Platform at least 24 hours before the scheduled start time to avoid charges. No-shows or late cancellations will result in full forfeiture of the booked hours. Repeated no-shows or abusive booking practices (e.g., blocking space without use) may result in suspension of booking privileges or termination of the Agreement, as determined in Provider’s sole discretion. Provider’s cancellation policy is subject to change with reasonable notice via the Platform or email to the Member.

4.4 — Platform Terms and Account Security: Member’s use of the Platform is governed by Provider’s Platform Terms of Service and Privacy Policy, which are incorporated herein by reference. In the event of conflict between this Agreement and the Platform Terms, this Agreement shall control with respect to the license grant and core membership terms. Member is solely responsible for maintaining the confidentiality and security of its Platform account credentials. All activity under Member’s account is Member’s responsibility. Member shall immediately notify Provider of any suspected unauthorized access. Provider may monitor Platform usage for security, compliance, and operational purposes. Technical issues, outages, or Platform unavailability do not relieve Member of payment obligations, though Provider will use commercially reasonable efforts to resolve them.

4.5 — Access and Amenities: Access is granted only during confirmed reservation periods and subject to Provider’s posted hours, security protocols, and building rules. Amenities available to Member during each booked Studio session include: internet access, printing, and standard office utilities, but all such amenities are subject to fair usage limits and possible temporary unavailability. Member shall not exceed occupancy limits or bring unapproved guests without prior reservation and Provider approval. Provider makes no guarantee of continuous availability, and Provider retains the right to modify or reconfigure the Studio or the amenities included with use of the Studio.

5.1 — Mandatory Orientation: All Members must complete a mandatory Studio orientation with an authorized representative of Provider before making any reservations on the Platform. Provider will reasonably cooperate with Member to schedule Studio Orientations, which shall include orientation on the use of the amenities, equipment, Studio Rules, and safety guidelines. No reservations or other access to the Studio will be permitted until the Member has satisfied this orientation requirement.

5.2 — Studio Rules: All Members shall use the Studio solely for lawful, professional business purposes and only during confirmed reservation time periods. Each Member agrees to comply with the Studio Rules issued by Provider, the Platform policies, and all applicable laws, including safety, fire, and accessibility codes, building codes, land use regulations, and occupancy ordinances applicable to the Studio. During any reservation, the Member shall keep the Studio in a clean condition, limit noise and guests so as to not disturb other occupants of the building in which the Studio is located, and Members shall vacate the Studio promptly at the end of each reserved time period. No Member shall be permitted to perform alterations to the Studio, allow or otherwise permit the presence or use of hazardous materials in the Studio, use the Studio for overnight storage (unless approved by Provider), or otherwise use the Studio to engage in any illegal/nuisance activities. Members shall report any damage to the Studio or the equipment, furniture, or fixtures therein to Provider immediately. Provider reserves the right to amend the Studio Rules with reasonable notice.

6.1 — Termination by Provider: Provider may immediately suspend Member’s access to the Studio and Platform and/or terminate this Agreement upon written notice if Member: (i) fails to pay any amounts when due; (ii) materially breaches any provision of this Agreement, the Studio Rules, or the Platform Terms; (iii) causes damage to the Studio or Provider’s property therein; (iv) engages in illegal, unsafe, or disruptive conduct; (v) files for bankruptcy or becomes insolvent; or (vi) violates applicable law.

6.2 — Effect of Termination: Upon termination or expiration: (a) Member shall immediately cease all use of the Studio and Platform, cancel all outstanding reservations, vacate any occupied areas, remove all personal property, and return all keys, access cards, or other materials to Provider; (b) Provider may dispose of any abandoned property after seven (7) days’ notice (or sooner in case of health/safety concerns) at Member’s sole expense; (c) all outstanding fees, charges, and other monetary obligations shall become immediately due and payable; (d) Provider shall refund the security deposit (if any) within thirty (30) days, less any amounts owed or deductions for damages, cleaning, repairs, or unpaid fees, accompanied by an itemized statement; and (e) Sections intended to survive (including liability, indemnification, confidentiality, and payment obligations) shall continue in full force.

6.3 — Suspension: Provider may suspend Member’s access (without terminating the Agreement) for any violation of this Agreement or rules. During suspension, monthly fees continue to accrue. Suspension does not relieve Member of its obligations.

Member represents, warrants, and covenants to Provider that: (a) it has full power and authority to enter into this Agreement and perform its obligations; (b) all information provided to Provider (including in the Platform account) is true, accurate, and complete; (c) its use of the Studio and Platform will comply with all applicable laws, regulations, and ordinances; (d) it will not use the Studio for any residential, retail, manufacturing, or high-traffic public purposes; (e) it and its guests will maintain appropriate insurance as required; (f) it will not introduce any viruses, malware, or harmful code into Provider’s systems; and (g) it will promptly notify Provider of any damage, safety issues, or security breaches.

Member shall not disclose or use Provider’s or other Members’ confidential information. No photography, video, or recording activity shall be permitted within the Studio without Provider’s prior written consent. Provider owns all rights in the Platform, branding, and Studio improvements.

9.1 — Liability: Member is liable for any damage caused by it or its guests to the Studio and any equipment, fixtures, improvements, or other personal property of Provider located therein. In the event of any such damage, Provider reserves the right to apply all or any portion of the Damage Deposit to perform repairs, maintenance, or replacements that are necessary as a result of any such damage caused by the Member.

To the maximum extent permitted by law, Provider and its affiliates, officers, directors, employees, agents, and contractors shall not be liable to Member or any third party, and Member hereby releases Provider from any liability whatsoever, for any indirect, incidental, special, consequential, punitive, or exemplary damages (including but not limited to loss of profits, revenue, data, goodwill, business interruption, or replacement costs), even if advised of the possibility of such damages. Provider’s aggregate liability under this Agreement shall not exceed the total fees actually paid by Member to Provider in the six (6) months immediately preceding the event giving rise to the claim. This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise).

9.2 — Indemnification: Member shall indemnify, defend (with counsel reasonably acceptable to Provider), and hold harmless Provider and its affiliates, officers, directors, employees, agents, and successors from and against any and all claims, demands, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Member’s or its guests’, invitees’, or agents’ use or misuse of the Studio, amenities, or Platform; (b) any breach of this Agreement, Studio Rules, or Platform Terms by Member; (c) any negligence, willful misconduct, or violation of law by Member or its guests; (d) any damage to property or injury to persons caused by Member or its guests; or (e) any claim that Member’s data or content infringes third-party rights. Provider shall provide prompt notice of any claim and shall have the right to participate in the defense at its own expense.

9.3 — Insurance: Member shall, at its sole expense, maintain throughout the term (and for at least one year thereafter for occurrence-based policies): (i) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, naming Provider as additional insured; and (ii) Property insurance covering Member’s personal property. Member shall provide certificates of insurance upon request. Provider maintains property insurance on the Studio but does not insure Member’s personal property, which remains at Member’s sole risk.

10.1 — Force Majeure: Provider shall not be liable for any delay or failure to perform its obligations (except payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, pandemics, government orders or regulations, strikes, labor disputes, or failure of utilities or internet infrastructure.

10.2 — No Assignment or Sub-Licensing: Member shall not assign, transfer, sublicense, delegate, or otherwise encumber any of its rights or obligations under this Agreement without Provider’s prior written consent. Any attempted assignment in violation of this provision shall be null and void. Provider may assign this Agreement without Member’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

10.3 — Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or franchise relationship between the parties.

10.4 — No Third-Party Beneficiaries: This Agreement is made solely for the benefit of the parties and their permitted successors and assigns. No other person or entity shall have any right, benefit, or remedy under this Agreement.

10.5 — Dispute Resolution: Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration or litigation as set forth in the executed Agreement. The prevailing party in any action shall be entitled to recover its reasonable attorneys’ fees and costs.

10.6 — Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Any legal action or proceeding shall be brought exclusively in the courts specified in the executed Agreement.

10.7 — Entire Agreement: This Agreement, together with the Platform Terms of Service, Privacy Policy, Studio Rules, and all Exhibits (if any), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, representations, negotiations, and agreements, whether written or oral.

10.8 — Amendments: No amendment, modification, or waiver of any provision shall be effective unless made in writing and signed by both parties (electronic signatures and records are valid and enforceable).

10.9 — Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original intent.

10.10 — Survival: All provisions that by their nature should survive termination or expiration of this Agreement (including but not limited to liability, indemnification, confidentiality, data privacy, governing law, and payment obligations) shall survive.

10.11 — Waiver: No waiver of any breach shall be deemed a waiver of any preceding or subsequent breach. All waivers must be in writing and signed by the waiving party.

10.12 — Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given (i) when delivered personally, (ii) on the third business day after mailing by certified mail, return receipt requested, or (iii) on the next business day after sending by recognized overnight courier or confirmed email to the addresses specified in the executed Agreement (or as updated via written notice).

10.13 — Counterparts and Electronic Execution: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, consistent with the Colorado Uniform Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.). Electronic signatures (including via DocuSign or similar platforms) and electronic records shall have the same legal effect as original wet-ink signatures and paper records.

10.14 — Further Assurances: Each party agrees to execute and deliver such further documents and take such further actions as may be reasonably requested by the other party to carry out the purposes of this Agreement.

10.15 — Attorneys’ Fees: In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the other party.

10.16 — Non-Solicitation: During the term of this Agreement and for twelve (12) months thereafter, Member shall not, directly or indirectly, solicit or attempt to solicit any of Provider’s employees or other members for employment or engagement, except with Provider’s prior written consent (subject to Colorado law limitations under C.R.S. § 8-2-113).

10.17 — Compliance with Laws: Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of this Agreement, including the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.) where applicable, and anti-discrimination laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year set forth herein. This Agreement is executed electronically between Colorado Creative Group, L.L.C. (“Provider”) and the Member at the time of membership enrollment, consistent with the Colorado Uniform Electronic Transactions Act.