Membership Terms of Agreement

Member Services

Member Services

Subject to the terms and conditions of this agreement, including any attachments, exhibits, and addenda (including any additional or supplemental Membership Details forms) (collectively, the "Agreement") and any other policies Metrognome, LLC, hereinafter referred to as "Metrognome", makes available to Primary Member from time to time, during the Term (defined below), Metrognome will use commercially reasonable efforts to provide Primary Member (and listed "Guest Members", as applicable) the services described below. These services are referred to in this Agreement as the "Member Services."

• Exclusive access for Primary Member and designated Guest Members to the specific Artist Studio specified in Membership Details herein.
• Regular maintenance of the Artist Studio, consistent with the maintenance provided to similar spaces in the Facility, provided that Metrognome will not be responsible for damage exceeding normal wear and tear.
• Access to and use of the shared Internet connection when available.
• Access to and use of the Members-only online community when available.
• Heat and air-conditioning in the Facility during Regular Business Hours on Regular Business Days when available.
• Opportunity to participate in Members-only events, benefits and promotions.
• Access to additional Member Services such as Artist Studio Insurance, additional building access codes, private mail boxes, reserved monthly parking spaces, private wifi access and other "Optional Member Services" updated from time to time by Metrognome.

Business Hours/Days

"Regular Business Hours" are generally 24 hours a day, seven days a week. Metrognome reserves the right to temporarily close a facility for maintenance with 24 hours-notice to Primary Members of that Facility.

Required Member Information

All members must provide and maintain accurate legal name and phone number information in their account. This information is required for all purchases, reservations, and membership services. Members will be prompted to provide this information during sign-in if it is not already on file. Failure to maintain accurate contact information may result in service interruptions or membership suspension.

Membership Fees & Payments

Membership Period & Due Date

This is a Month-to-Month Membership subscription agreement. The agreement period for the designated Artist Studio stated herein is from the 1st to the last day of each month. Membership fees are due on the 1st of each month and will be applied to the following month's agreement. Any payments received after the 5th of the month will be considered late and are subject to late fees.

Late Fees

If payment for the Membership Fee or any other accrued and outstanding fee is not made by the first (5th) of the month in which such payment is due, Primary Member will be responsible for paying the then-current late charges. Late charges are $10.00 PER DAY for each day payment is past due.

Forms of Payment

Acceptable forms of payment include credit cards, debit cards, ACH withdrawals and other payment methods offered by our payment platform Stripe. Payments can be made online in your Member Account, over the phone, or in person. The Primary Member is responsible for having sufficient funds in their bank account when electing for automatic payment or ACH withdrawals. Insufficient funds are subject to late charges if the full balance owed is not paid on time. Any outstanding balances owed on the 6th of each month will be processed using the payment form that is currently on file.

Outstanding Fees

When Metrognome receives funds from you, Metrognome will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current Membership Fees then due. If any payments remain outstanding after Metrognome provides notice to you, Metrognome may, in its sole discretion, withhold Member Services or Optional Member Services or terminate this Agreement.

Membership Fee Increases

Membership Fees are subject to annual increases at the beginning of each new calendar year. Metrognome reserves the right to increase Membership fees annually at a maximum of 5% of the then current Membership Fees for the Primary Member without written notice to the Primary Member.

No Refunds

There are no refunds of any fees or other amounts paid by you in connection with Services.

House Rules

Use of Artist Studio

Artist Studios are for music rehearsal, storage of music-related equipment, music recording and production, and music lessons. Overnight sleeping or illegal activities conducted by Primary Members, their Guest Members or non-member guests on the property is strictly prohibited. No items shall be stored that would violate local state or federal law or insurance policies or which are hazardous to persons or property. The Primary Member and their Guest Members agree not to spray toxic materials, store flammable or hazardous materials, make any alterations to walls, floors, ceiling, or electrical system and shall not penetrate the walls, doors or ceiling. The operation of any type of hot plate, heater, refrigerator or freezer is strictly prohibited.

Fires

Fires, candles, incense or smoking of any substance indoors is strictly prohibited. Any witness, evidence and/or video recording of Primary Member or their Guest Members smoking indoors is cause for immediate termination of this agreement.

Smoke Alarms

Smoke alarms are required by fire regulations. Any tampering, removal or removal of a battery is prohibited. Tampering with smoke alarms will result in an immediate termination of this agreement.

No Extension Cords

Due to fire regulations, extension cords are NOT allowed to be used. Power strips with only one cord are ok. Any extension cord discovered during the monthly studio inspections will be confiscated immediately without compensation provided to the Primary Member.

Parking

No parking of trailers, RV's or buses in the parking lot at any time. Overnight parking is NOT permitted on or around the property.

No Subleasing

This agreement is not "assignable" or transferable and any so-called "sub-leaseing" is strictly prohibited. The Primary Member and their listed Guest Members are considered to be the only individuals allowed access to Metrognome Facilities and the Artist Studio designated herein. Primary Members are allowed to accept funds from Guest Members as a reimbursement for the Membership Fees of the Primary Member, but only if the Primary Member is an active and involved Member, regularly utilizing the Artist Studio and other Member Services as outlined herein.

NO Illegal Activity

No Primary Member or their listed Guest Members will perform any activity that is reasonably likely to be disruptive or dangerous to us or any other Members, or our employees, guests or property, including without limitation the Artist Studio, the Facility and the surrounding property. No Primary Member or Guest Member shall perform any services to conduct or pursue illegal activities of any kind.

Studio Inspections

Metrognome is entitled to access your Artist Studio, with or without notice, in connection with our provision of the Member Services, for safety or emergency purposes or room inspection purposes or for any other purposes. Metrognome may temporarily move furniture, instruments or items contained in your Artist Studio for inspection purposes. The inspections are to ensure there is no illegal activity, fire hazards, property damage, overnight sleeping or other building infractions. Any problems found will be immediately addressed by Metrognome and the Primary Member may be subject to fines, fees or termination of this Agreement.

Additional Terms & Agreements

Move In & Move out Condition

The designated Artist Studio has been inspected by Metrognome and the Primary Member and is accepted for use as specified herein. The Primary Member accepts the Artist Studio as is and assumes responsibility for its interior condition. Any damage from the date of execution of this agreement throughout the term is considered the financial responsibility of the Primary Member. The Primary Member will be charged by Metrognome for any and all expenses to repair damage to the designated Artist Studio or the interior or exterior of the Facility.

Membership Suspension

After the 5th of each new month any Primary Member with an outstanding balance due of any kind may have their membership "Suspended" eliminating their access to the Facility and their Artist Studio completely; Primary Member's individual front door punch entry code will be inactivated; Primary Member's Artist Studio doorknob, lock/key device and/or other access control mechanisms will be changed or modified in order to eliminate access. A Primary Member that is currently "Suspended" is not permitted to enter the building without supervision by a Metrognome community manager or other authorized employee. Any entry or attempt to enter the building and Artist Studio is considered "Trespassing" and "Breaking & Entering", subject to legal actions taken by Metrognome against the Primary Member. The Suspension process also activates the Default Period and a Lien on Stored Property as outlined below.

Right to Refuse

Metrognome reserves the right to terminate this Membership Agreement at any time, for any reason. If this Membership Agreement is terminated the Primary Member must immediately remove all belongings from the Artist Studio & vacate the building within 24 hours of notice. No further access is permitted thereafter. Failure to remove belongings within 24 hours of notice will result in the activation of the Default Period and Lien on Stored Property as outlined below.

Termination of Agreement: (30 Day Notice)

Members may terminate this Agreement by submitting Metrognome written notice within 30 days of Primary Members desired termination date, which must be the end of a calendar month. The termination will become effective on the last Regular Business Day of the Termination Effective Month.

Changes to or Removal of Primary Member

A Primary Member generally has the sole authority to make changes to or terminate this Membership Agreement, such as selecting a different Artist Studio, or Facility. The Primary Member will serve as the exclusive contact and representative for Metrognome regarding matters that involve Primary Member, its Guest Members, the physical Artist Studio, the Facility or any other Services as described herein.

Insurance and Responsibility for Damages

It is understood that Metrognome carries no insurance coverage which covers in any way whatsoever any loss or damage to property that may be suffered by the Primary Member or Guest Members due to theft, fire, vandalism, water damage, flood damage, acts of God or any other cause whatsoever. ALL PROPERTY IS STORED AT THE SOLE RISK of the PRIMARY MEMBER AND THIS FACILITY IS NOT A WAREHOUSEMAN. Primary Member hereby agrees to indemnify and hold Metrognome its subsidiaries, parent company and any other associated entities, its officers, owners, investors, employees, agents and affiliates harmless from and against any and all claims for damage to property or personal injury costs including attorney fees arising from use of the Facility or Services as outlined herein.

Indemnification

Member agrees to indemnify, hold harmless and defend Metrognome, its subsidiaries, parent company and any other associated entities, its officers, owners, investors, employees, agents and affiliates from all claims, demands and lawsuits (including attorneys fees & costs) that are brought by others arising out of the Primary Member and/or their Guest Members use of the Artist Studio or facility. Primary Member(s) indemnity obligation includes, but is not limited to, claims for Metrognome's active or passive negligence.

Default Period on Abandoned Artist Studio and Lien on Stored Property

It is agreed by the Primary Member that the failure to comply with all conditions of this Membership Agreement including the requirement to make Membership Fee payments as stated herein constitutes a default to the agreement. As a remedy to the default it is also agreed that Metrognome shall be entitled to immediately enter the Members Studio and take possession of all property. Metrognome shall have a lien on all personal property in Primary Member's Artist Studio or on the proceeds of said personal property in Metrognome's possession. Said lien attaches as of the date such personal property is brought to the unit.

NOTICE: If you fail to make your required payments, you will have to vacate the unit or your property may later be sold or disposed of at the discretion of Metrognome. The notice will be mailed to your last known physical and/or email address. If it is desired at any time to change Primary Member contact information, that must be done in writing via certified mail to the then current address of Metrognome and/or in the Primary Members online account located at www.Metrognome.com.

If Primary Member fails to pay Membership Fees or any part thereof or fails to fulfill any of the covenants or agreements herein specified to be fulfilled by the Primary Member, Primary Member will be considered in default and Metrognome will take the following actions: (a) Upon the failure of the Primary Member to pay Membership Fees by the 5th of each new month, Metrognome may without notice, "Suspend" said Primary Members Membership, removing access to the designated Artist Studio, thereby denying the Primary Member access to the facility and their personal property located in the Artist Studio and/or facility and pursue all other remedies afforded to Metrognome pursuant to local state Law. (b) On the 30th day of continuous default, or thereafter, Metrognome may enforce its lien on the personal property stored in the Artist Studio for: Membership Fees, late charges, labor, damages, cleaning fees; charges for returned checks to Metrognome, postage amounts for mail (ordinary, registered and certified) providing notification of late charges, expenses necessary for the preservation of the personal property stored on the premises, and the expenses incurred in the sale or disposing of said personal property pursuant to law. Metrognome may remove any and all personal property located within the facility for the purpose of selling to recover lost Metrognome expenses, any or all items of said personal property will then be otherwise disposed of and/or destroyed by Metrognome. (c) Metrognome may cancel this Agreement. (d) Metrognome may remove Primary Member by legal procedure. (e) Metrognome may accelerate and collect all past, present and future Membership Fees and other sums due under this Agreement. If Metrognome should become involved in legal proceedings against the Primary Member for any reason and prevail therein, Primary Member shall in every case cover all Metrognome legal expenses and fees. Metrognome may also pursue civil remedies against the Primary Member for collection of past due amounts. Primary Member shall be responsible for the collection and/or attorney fees and disbursements incurred.

Class Action Waiver

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

Extraordinary Events

Metrognome will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond Metrognome's reasonable control, including without limitation (i) any delays or changes in construction of, or Metrognome's ability to procure any space in, any Facility, and (ii) any delays or failure to perform caused by conditions under the control of a landlord at the applicable Facility.

Entire Agreement

This Agreement, including the Membership information entered into the Primary Members online account at www.Metrognome.com and any additional subscriptions for Optional Member Services, constitute the entire agreement between the parties relating to the subject matter hereof. Metrognome is authorized by Member to update this agreement from time to time and will notify Member at the contact information currently on file of any updated terms and conditions. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.

Optional Member Services Subscriptions

Exhibit A: Equipment Insurance - provided by Safestor

Member Acknowledgement Addendum

Primary Member confirms that this Facility and/or Metrognome has recommended that the Primary Member provides proof of insurance coverage or immediately obtains coverage for property stored by the Primary Member. Primary Member confirms that Safestor Insurance has been offered.

Primary Member understands that it must either: