Member Contract

SERVICES

Your membership to IDEAL coworking entitles you to the following services:

• Access to our space and its common areas (kitchen, bathroom, hallways, shared storage areas, etc.) (the "Common Areas")
• Use of our printers, copiers, and other devices available in our Space;
• Access to our conference rooms;
• Access to an Internet connection;
• Access to our terrace;
• Access to events organized at the Space (with or without fees).

YOUR MEMBERS AND GUESTS

You must provide us with a list of other individuals who will benefit from your membership (employees, partners, etc.) (the "Members") as well as the necessary information to identify and contact them. Please keep this list updated and inform us of any changes. You must also identify a contact person when signing this agreement. This contact person will receive all our communications during the term of your membership and will be our primary point of contact with you.

All individuals having access to the Leased Premises and our Space must comply with IDEAL regulations (the "Regulations") which can be consulted online at <a href="http://www.idealcoworking.com/regulations/">www.idealcoworking.com/regulations/</a>. Please respect the maximum number of guests or Members included in your membership. Remember that as a Subscriber, you are responsible for the behavior and actions of your Members and any third party visiting our Space.

FEES AND PAYMENT TERMS

Inclusions

Membership fees cover:

• Electricity within the limits provided herein;
• Heating and air conditioning;
• Lighting fixtures in common areas (bulbs, lights, tubes, etc.);
• Housekeeping of the Common Areas;
• Access to a standard Internet connection (note that the provided connection is the same for all subscribers. If you have extraordinary needs not covered by this standard connection, an additional agreement can be negotiated with IDEAL to provide you with a custom connection);
• Secure access to the Space and video surveillance of its exterior doors;
• On-site furniture if available (unless an additional agreement regarding the furniture has been negotiated with you).

Exclusions

Membership fees do not cover:

• Computing equipment, software, management systems, etc., required by the Subscriber in the operation of their business;
• Stationery and office supplies required by the Subscriber in the operation of their business.

You will need to pay us an amount equivalent to one month's membership fees at the signing of this contract. This amount will be applied to the last month of your membership as payment. However, in case of damages caused by you, one of your Members or guests during the term of this membership, the amount will be used to compensate IDEAL for these damages. The deposit for obtaining the access card will be refunded to you upon return of the card in good condition.

An invoice will be issued to you on the first day of each month. Payment of your membership fees is due upon receipt of our invoice. In case of delay, interest of ten (10) % per year will be added to the amounts due.

Note that membership fees are non-refundable under any circumstances.

Membership fees may be subject to an increase. If such an increase is planned, you will be notified at least three (3) months before it takes effect. If you wish to terminate your membership upon receiving our notice of increase, we will end your membership on the effective date of the increase.

YOUR OBLIGATIONS

As a Subscriber, you must ensure to:

• Respect and ensure your Members and guests respect the Regulations;
• Pay your membership fees as provided in clause 3 of this agreement;
• Respond to our messages and other communications within reasonable time frames;
• Not transfer your membership to a third party without obtaining IDEAL's prior consent;
• Maintain the Leased Premises and the Space in the condition in which they were initially presented to you at the beginning of your membership;
• Obtain any permits and pay any business tax payable in the course of your activities.

OUR OBLIGATIONS

We commit to:

• Give you access to the Leased Premises and the Space under the terms of this contract;
• Ensure that the Leased Premises are in suitable condition for your installation within them;
• Handle regular housekeeping of the Leased Premises and the Space;
• Be available to you for any questions or concerns you may have;
• Communicate with your contact person in case of changes to the Leased Premises or the Space.

DURATION AND TERMINATION

Duration

Your membership will begin on the agreed date with IDEAL. You can then settle in and bring your personal belongings into the Leased Premises from this date (note that if you have a non-dedicated office, your personal belongings should not be left in the Space in your absence). If you wish to move into the Leased Premises before the start date of your membership, you must inform IDEAL to determine a mutually agreeable day. If no date has been agreed with IDEAL for the start of your membership, the start date of the membership will be considered the first day from which you occupied the Leased Premises.

Before the end of your membership, we will send you a renewal notice. You must respond to this to inform us of your desire to end your membership on the scheduled date or to renew your membership.

Termination by you

If you wish to terminate this membership, you must inform IDEAL by written notice of at least forty-five (45) days (i.e., at least fifteen (15) days before your last month as a Subscriber, as billing is always done from the first day of each month).

Termination by us

IDEAL reserves the right to suspend your access to the Leased Premises and the Space or to terminate your membership if:

• You or one of your Members are in violation of this agreement;
• Our lease with the owner of the Space is terminated;
• You are declared dissolved, bankrupt, or in liquidation or become insolvent;
• You make a general assignment for the benefit of your creditors or avail yourself of or attempt to avail yourself of any law related to insolvency, liquidation, or bankruptcy;
• A bankruptcy or liquidation or reorganization petition is filed against you;
• A receiver or trustee is appointed or takes physical possession of your property or any part of it;
• You fail to take possession of the Leased Premises;
• Insurance held by us, another Subscriber, or any other tenant of the building where the Space is located is canceled due to the business you conduct or due to anything brought into or stored in the Space by you;

Termination will then be automatic, and all amounts due to IDEAL will be payable immediately.

Upon termination of this contract, you must vacate the Leased Premises and ensure to take all your personal belongings not belonging to IDEAL with you by the end date of your membership. If you leave personal items in the Leased Premises, we will notify you within a reasonable time. However, if you do not respond to our communications in this regard, we reserve the right to dispose of these items as we see fit. You will also be responsible for all costs incurred for the disposal of these items.

DAMAGE AND LIABILITY

IDEAL assumes no responsibility for any theft or damage caused by anyone in any way, including to the Subscriber's property.

INDEMNIFICATION

You agree to indemnify and hold harmless IDEAL in the event of any dispute, claim, monetary loss, loss of business opportunity, or expenses (including reasonable attorney fees) arising from a violation of this contract by you, one of your Members, or one of your guests. This includes, without limitation, any lawsuit brought by a third party, any claim by another subscriber, and any material damage caused by you, your Members, or your guests to IDEAL’s property or the Space.

GST/QST

Note that the amounts mentioned in this contract do not include GST/QST. These taxes must therefore be added to all amounts due to IDEAL.

MODIFICATIONS

We reserve the right to modify our regulations at any time. We will inform you in writing of any changes made to them. Changes to annual fees are subject to clause 3 of this contract.

APPLICABLE LAW

This contract is governed by the laws applicable in Quebec, Canada.

DISPUTE RESOLUTION

In the event of a dispute arising from this contract, the Parties will attempt to resolve it amicably. If resolution is not possible, the dispute or disagreement will be submitted to the competent court in the judicial district of Sherbrooke exclusively. The winning Party will be reimbursed by the other Party for all costs, expenses, and legal fees incurred to enforce or ensure compliance with the provisions, conditions, and obligations of this contract. IDEAL will also be reimbursed by the Subscriber for all costs incurred due to the need to use a collection agency.

SCOPE OF THE AGREEMENT

This agreement binds, in addition to the Parties, their heirs, successors, liquidators, and assigns, as well as all future assignees.

INVALIDITY OF A CLAUSE

If any of the clauses of this agreement is found to be null or illegal or is declared so by a court decision, the other clauses forming this agreement will remain valid and enforceable.

CONSEQUENCE OF NON-EXERCISE OF A RIGHT

The fact that one of the Parties has not insisted on the full execution of any of the commitments contained in this agreement or has not exercised any of its rights conferred herein should not be considered as a waiver for the future to this right or to the full execution of this commitment.

CUMULATIVE RIGHTS

All rights mentioned herein are cumulative and not alternative; the waiver of any right shall not constitute a waiver of any other right.

Service Agreement

Business Address

WAIVER

IDEAL is not responsible for lost, stolen, or misplaced items. The Client is entirely responsible for business activities related to items received by IDEAL. IDEAL is not responsible for claims or activities related to received items that could be considered dangerous, fraudulent, and/or illegal. IDEAL may dispose of any items not picked up within the aforementioned deadlines, fifteen (15) days after notifying the Client by email to pick up these items. All items must be picked up regularly after receiving an email notification during normal business hours from Monday to Friday from 9:00 a.m. to 5:00 p.m.

DURATION

The service can be terminated at any time upon receipt by IDEAL of an official email specifying the desired termination date. No further invoice will be issued upon receipt of this email. However, if this email is sent in the middle of a month, the Client must still pay for that month. No refund will be issued. The Client will be informed of any price or service changes with thirty (30) days' notice by email. The Client can inform IDEAL of their desire to terminate this contract by responding to the notice within fifteen (15) days of its receipt.

APPLICABLE LAW

This contract is governed by the laws applicable in Quebec, Canada.

DISPUTE RESOLUTION

In the event of a dispute arising from this contract, the Parties will attempt to resolve it amicably. If resolution is not possible, the dispute or disagreement will be submitted to the competent court in the judicial district of Sherbrooke exclusively. The winning Party will be reimbursed by the other Party for all costs, expenses, and legal fees incurred to enforce or ensure compliance with the provisions, conditions, and obligations of this contract. IDEAL will also be reimbursed by the Client for all costs incurred due to the need to use a collection agency.