2045 Studio
Membership Agreement
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Welcome to 2045 Studio! 2045 Studio provides a shared work and community space with an emphasis on humanizing diversity. Membership is by application and/or invitation only, with the primary goal of building a community that supports the retention and upward mobility of the diverse global workforce. Membership consists of multiple offerings, such as group meetings facilitated by an executive coach, in-person and virtual events and workshops and a digital member community, which provides members with access to a variety of services, such as meeting areas.
This Membership Agreement (“Agreement”) is between 2045 Studio, Inc. (“2045 Studio”) and the individual accepting this Agreement (“Member” or “you”). This Agreement governs your membership with 2045 Studio (the “Membership”), along with any other services offered by us during your Membership (the “Services”), including your use of any property, shared work space or community space provided by 2045 Studio or its partners (“Studio Space”).
IF YOU PURCHASE A MEMBERSHIP AS AN INDIVIDUAL MEMBER FOR A TERM (THE “INITIAL TERM”), THEN YOUR MEMBERSHIP WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT 2045 STUDIO’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR MEMBERSHIP IN ACCORDANCE WITH SECTION 5.3 BELOW.
Your use of the Services is also subject to any additional terms, conditions and policies that we separately post as part of the Services and any agreements that you have separately executed with 2045 Studio (“Supplemental Terms”), which are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.
1. Member Orientation.
1.1 Studio Space Access; Member Check-In. As of your Member Start Date, you may access those Studio Spaces for which applicable membership and other fees have been paid. The primary Studio Space for Los Angeles Members is located at the Spring Place Beverly Hills (“SPBH”), provided by 2045 Studio’s partner, Spring Place. All Members must check in at the front desk before any use of any space or service is permitted. Members should bring a government-issued photo ID to check in each time they use a Studio Space and/or Service. Providing your identification to a non-member may result in suspension or termination of your Membership.
1.2 Guests. Members are permitted to bring up to two (2) guests with them to a Studio Space at any time. 2045 Studio (and Spring Place, as applicable) reserves the right, at its sole discretion, to limit guests during select times. 2045 Studio strives for an inclusive community and except as otherwise noted in this Agreement, there are no restrictions to the profile of guests that are allowed to accompany Members. Guests must always accompany a Member – your guests may not remain at a Studio Space while you are not also present – and such Members are responsible to make sure all guests properly sign in, provide any required information or fill out any required release. Members are responsible for ensuring their guests follow all Rules (as defined below). Failure to do so could result in suspension or termination of Membership.
1.3 Membership Categories. There are two (2) main categories of Members: (i) Members who have been fully sponsored by their employers, such that their employers pay for such Memberships (“Sponsored Members”); and (ii) Members who are not sponsored or reimbursed by their employers for their Memberships (“Individual Members”). 2045 Studio grants each Member an individual Membership, meaning such Membership is non-transferable and does not admit any other individual.
2. Membership Policy.
2.1 Generally. Access to and use of the Studio Spaces and Services is subject to Member’s full compliance with the rules in this Agreement, including the rules in this Section 2, as well as any provided by Spring Place for your use of SPBH (collectively, the “Rules”). The Rules listed are designed to ensure a safer and more enjoyable environment in which to work and relax. So, please be thoughtful and observe the Rules at all times. All approved signs posted in Studio Spaces, including, without limitation, any of SPBH premises, shall be considered part of the Rules. PLEASE NOTE THAT THIS MEMBER POLICY IN THIS SECTION 2 IS SUBJECT TO CHANGE BY 2045 STUDIO IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of this Agreement available at the Website. We will also update the “Last Updated” date at the top of this Agreement. We may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. 2045 Studio may require you to provide consent to the updated Agreement in a specified manner before further use of the Studio Space(s) and/or the Services is permitted.
2.2 Equal Opportunity Policy Statement. 2045 Studio seeks, enrolls and maintains membership without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, sexual orientation or age. It is further to the 2045 Studio policy that no circumstance or conduct undertaken by 2045 Studio personnel shall have the effect of discrimination on the basis of any of the aforementioned classifications. All members of 2045 Studio Los Angeles shall have equal access to Studio Spaces and Services. All members with disabilities shall be entitled to reasonable accommodations for their physical and mental impairments. Any member who believes that he/she is/has been treated unfairly on any of the aforementioned matters should first report to 2045 Studio management or at membership@2045studio.com.
2.3 Conduct. In SPBH and 2045 Studio facilities, 2045 Studio does not permit and will not tolerate any inappropriate conduct. Such conduct includes, without limitation, using loud, abusive, offensive, insulting, demeaning language, profanity, lewd conduct or any conduct that harasses, intimidates or is otherwise bothersome to members, guests or 2045 Studio employees. In addition, all members and guests must be respectful of any noise ordinances, as well as any parking restrictions, limitations or reserved spaces at or surrounding SPBH premises.
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2.4 Member Privacy. The Studio Spaces and events are built for connection and are grounded in privacy. Members are expected to respect the privacy of others, including refraining from taking pictures or posting social media posts, text, content, images or videos featuring other members without their prior consent. 2045 Studio or Spring Place (as applicable) reserves the right to take possession of and confiscate any mobile phone, camera, video or other recording device, any photos, video, audio or other recorded images used or taken while in the Studio Spaces. Members are responsible for ensuring their guests also abide by this rule.
2.5 Confidentiality. 2045 Studio places great importance on the confidentiality of its Members and the information they share as part of their Membership. As such, please respect other Members by not sharing their identity or their guests publicly without their consent, including on social media. Additionally, all communication and conversations heard or participated in at a Studio Space, the 2045 Studio app, or a 2045 Studio member experience is “Confidential Information”. Such Confidential Information includes, but is not limited to, information that pertains to the business, product, technology, idea or customers of a member, and all information which is valuable to the member. Confidential Information does not include information that is (a) public knowledge; (b) in the possession of the receiving party before receipt from the disclosing party; (c) is disclosed to the receiving party by a third party without breach of confidentiality obligations; or (d) is independently developed by the receiving party without reference to the Confidential Information. It is a key term of your Membership that you honor the Confidential Information of all members and failure to do so will result in termination of your Membership.
2.6 Solicitation. Studio Spaces are provided for the private use by Members only and are not open to the public. Any solicitation within any such facilities is absolutely forbidden. This includes for example: solicitation for profit, political purposes or any other reason; use of petitions; distributing or posting leaflets, notices or advertising in any Studio Space; or leaving multiple copies of leaflets or other papers in any such premises.
2.7 Availability of Studio Spaces. SPBH and 2045 Studio reserve the right to close all or part of the Studio Space(s) to Members and their guests for private events or for necessary maintenance, repair or redecoration work, or as otherwise required by local laws, mandates or ordinances from time to time.
2.8 Prohibited Items and Activities. Members are expected to be respectful of other members at all times. 2045 Studio may suspend or terminate your Membership for engaging in any abusive, harmful, lewd, vulgar, or other unreasonably irritating or bothersome behavior, as determined by 2045 Studio in its sole discretion. Without limiting the foregoing, members are prohibited from engaging in the following activities and/or bringing the following items onto any premises of 2045 Studio:
(a) No Drugs or Illegal Substances. No purchase, use, ingestion, possession, sale or other distribution of illegal drugs or other substances for abuse, or attempt to do any of the same, is permitted in the Studio Spaces and/or any 2045 Studio event.
(b) No Animals. With the exception of service animals, no pets are allowed in the Studio Spaces.
(c) No Smoking or Vaping. 2045 Studio does not permit smoking or vaping in any of its Studio Spaces.
(d) No Weapons. No weapons of any kind are permitted in any Studio Space.
(e) No Photographic or Video Equipment. No photography, videotaping, filming or audio recording in any Studio Space without prior written permission of management.
2.9 Wi-Fi. 2045 Studio provides (or facilitates the provision of) public Wi-Fi in its Studio Spaces. You agree not to disclose, provide or make available any usernames or passwords provided by 2045 Studio or SPBH (as applicable) with respect to its Wi-Fi. You acknowledge that the use of any Wi-Fi may be subject to additional terms and conditions that will be provided to you, whether in hardcopy or digitally. Due to the public nature of such Wi-Fi, 2045 Studio makes no representations, warranties or other guarantees with respect to the availability, integrity or security of such Wi-Fi. As such, 2045 Studio is not, and shall not be liability for any loss, damage, hacking, or breach relating to any data, content or information you download, upload, store, process, transmit or otherwise make available via any such Wi-Fi, or any unavailability, error, or lost connection in connection with such Wi-Fi.
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2.10 Food. While Members may choose to bring snacks and drinks into the Studio Space, 2045 Studio and/or Spring Place (as applicable) may provide Members with complimentary snacks and drinks, such as coffee, juice and packaged nuts and candies. You understand that you are free to choose which foods and beverages, if any, you may consume, and you accept sole responsibility for all risks associated with such consumption by you, including food sickness, allergic reaction and death.
2.11 Damage to Studio Spaces. In order to continue making our Studio Spaces and Services available to you and other members, we require that our members treat our Studio Spaces with respect, and refrain from any conduct that may damage or destroy such spaces. In the event you damage or destroy any Studio Space, you agree that you shall fully reimburse 2045 Studio and/or Spring Place for all costs, expenses, damages, liabilities and losses, including any reasonable attorneys’ fees, incurred by 2045 Studio in connection with any such damage or destruction.
2.12 Violations. Without limiting any other provision in this Agreement, if any Member or guest violates any of the rules or policies in this Section 2, 2045 Studio and/or Spring Place (as applicable) will ask that person to stop or leave. A member’s violation of any of these rules or policies may also cause 2045 Studio, in its sole discretion, to terminate that person’s Membership and/or other agreements.
3. Investigations. 2045 Studio may, but is not obligated to, monitor or review the Studio Spaces and Services at any time. Without limiting the foregoing, 2045 Studio and/or Spring Place shall have the right, in its sole discretion, to remove any Members, and any of their property, content, data and materials if such member, or their property, content, data or materials violates this Agreement or any applicable law. Although 2045 Studio does not generally monitor user activity occurring in connection with Studio Spaces and Services, if 2045 Studio becomes aware of any possible violations by you of any provision of this Agreement, 2045 Studio reserves the right to investigate such violations, and 2045 Studio and/or Spring Place may, at its sole discretion, immediately terminate your license to use Studio Spaces and Services, without prior notice to you.
4. Interactions with Other Members.
4.1 Meetings and Events. As part of the Services, 2045 Studio provides Studio Spaces that allow members to organize meetings and events. 2045 Studio does not supervise these meetings or events, is in no way connected to such meetings or events, and does not help organize or orchestrate these activities. As a result, we have no control over the identity of the individuals who are present at these meetings or events and we request that our members exercise caution and good judgment when attending these meetings and events. 2045 Studio is not liable for any problems or issues that arise from or at any of these activities.
4.2 Member Responsibility. You are solely responsible for your interactions with other members of 2045 Studio and any other parties with whom you interact through Studio Spaces and Services; provided, however, that 2045 Studio reserves the right, but has no obligation, to intercede in disputes. When interacting with other members you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. 2045 STUDIO AND ITS AFFILIATES, LANDLORDS, PROPERTY MANAGERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE STUDIO SPACES AND SERVICES, OR ANY OFF-SITE EVENT(S) PROVIDED OR SPONSORED BY 2045 STUDIO. YOU UNDERSTAND THAT 2045 STUDIO DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS. 2045 STUDIO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF OTHER MEMBERS. 2045 STUDIO MAKES NO REPRESENTATIONS IN CONNECTION WITH PUBLIC, PRIVATE, OR OFFLINE INTERACTIONS. NEITHER 2045 STUDIO NOR ITS AFFILIATES, LANDLORDS, PROPERTY MANAGERS, OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBER OF THE SERVICES. We encourage you to exercise caution and to only meet with members that you know and trust.
4.3 Content Provided by Other Members. The Studio Spaces may contain content provided by other members. 2045 Studio is not responsible for and does not control such content. 2045 Studio has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to such content. You use such content and interact with other members at your own risk.
5. Fees and Payment Terms
5.1 Payment for Individual Members. You agree to pay all fees or charges to your Membership account (“Account”) in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. By providing 2045 Studio and/or our Third-Party Service Provider (as defined below) with your payment information, you agree that 2045 Studio and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all fees and charges due and payable to 2045 Studio hereunder and that no additional notice or consent is required. You agree to immediately notify 2045 Studio of any change in your payment information to maintain its completeness and accuracy. 2045 Studio reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by e-mail delivery to you. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to 2045 Studio and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all fees for the Services are non-refundable.
5.2 Subscription. If you purchase access to a Membership, the applicable fee for any Membership (each, a “Service Subscription Fee”) will be billed at the time you select your Membership package (each, a “Service Commencement Date”) and at regular intervals in accordance with your selections at the time of purchase.
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5.3 Automatic Renewal. If you elect to purchase a Membership, your Membership will continue and automatically renew at 2045 Studio’s then-current price for such Membership until terminated in accordance with this Agreement. By subscribing, you authorize 2045 Studio to charge the payment method designated in your Account now, and again at the beginning of any subsequent Membership period. Upon renewal of your Membership, if 2045 Studio does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that 2045 Studio may either terminate or suspend your Membership and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Membership commitment period will begin as of the day payment was received).You may cancel your Membership by visiting the front desk of any property of 2045 Studio, or by email us at membership@2045studio.com. If you cancel your Membership, you may use your Membership until the end of your then-current Membership term; your Membership will not be renewed after your then-current Membership term expires. However, you will not be eligible for a prorated refund of any portion of the Membership fee paid for the then-current Membership period.
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5.4 Taxes. 2045 Studio’s fees are net of any applicable Sales Tax. If any Studio Spaces and/or Services, or payments for any Studio Spaces and/or Services, under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to 2045 Studio, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify 2045 Studio for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that 2045 Studio is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5.5 Third-Party Service Provider. 2045 Studio uses Stripe, Inc. (“Stripe”) as third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) in connection with the Membership and/or Services (“Third-Party Service Provider”). If purchase a Membership on the Services, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe’s Privacy Policy, available at https://stripe.com/privacy and its Terms of Service, available at https://stripe.com/ssa, and you hereby consent and authorize 2045 Studio and/or Stripe to share any information and payment instructions you provide with Payment Providers to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
6. Third-Party Materials. Services provided by 2045 Studio, including the facilitation of any coaching groups, may incorporate third party content, data, information, applications or materials (“Third Party Materials”). Member acknowledges and agrees that 2045 Studio is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of Third Party Materials. 2045 Studio expressly disclaims any responsibility for all aspects of Third Party Materials, and Member further acknowledges and agrees that 2045 Studio shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials. Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in this Agreement grants you any license to third party trademarks or content, which shall remain the property of their respective owners. For purposes of this Agreement, 2045 Studio facilitates a program for Members to work with non-competitive career contemporaries and executive coaches in coaching groups to overcome professional challenges and facilitate deep connections.
7. Indemnification. You agree to indemnify and hold 2045 Studio, its parents, subsidiaries, affiliates, officers, employees, agents, partners, landlords, property managers and licensors (collectively the “2045 Studio Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) any data, information or content you make available at, in or through Studio Spaces; (b) your use of, or inability to use, the Studio Spaces and Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any other member; or (e) your violation of any applicable laws, rules or regulations. 2045 Studio reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with 2045 Studio in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, this Agreement, or your access to the Studio Spaces and Services.
8. Disclaimer of Warranties. MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, MEMBER USE OF THE STUDIO SPACES AND/OR SERVICES, OR ATTENDANCE AT ANY 2045 STUDIO EVENT OR EVENT ORGANIZED BY ANY 2045 STUDIO MEMBERS IS AT YOUR SOLE RISK, AND ANY 2045 STUDIO EVENT OR EVENT ORGANIZED BY ANY 2045 STUDIO MEMBERS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. 2045 STUDIO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE STUDIO SPACES AND/OR THE SERVICES.
9. Limitation of Liability. 2045 STUDIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE ARISING FROM OR RELATED TO THIS AGREEMENT. IN NO EVENT WILL 2045 STUDIO’S TOTAL AGGREGATE LIABILITY HEREUNDER EXCEED AN AMOUNT EQUAL TO THE AMOUNTS PAID BY MEMBER TO 2045 STUDIO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER.
10. Release. You and all of your successors, heirs, personal representatives and assigns agree to bear all risk and hereby release 2045 Studio Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from (i) any interactions with or conduct of other members of 2045 Studio; and (ii) any personal injury, including illness and death, and/or damage to personal property that may be sustained by you in connection with use of or participation in any Studio Spaces or Services, including any food or beverages provided by 2045 Studio and consumed by you, or your participation in any off-site event(s) provided or sponsored by 2045 Studio. You further waive any and all rights and benefits which you have or may have under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the states of Missouri, Delaware, and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits.
11. Term and Termination.
11.1 Term. This Agreement commences on the date when you accept it and remains in full force and effect while you use the Studio Spaces and Services, unless terminated earlier in accordance with this Agreement. Notwithstanding the foregoing, if you used the Studio Spaces or Services prior to the date you accepted this Agreement, you hereby acknowledge and agree that this Agreement commenced on the date you first used the Studio Spaces or Services (whichever is earlier) and will remain in full force and effect while you use the Studio Spaces or Services, unless earlier terminated in accordance with this Agreement.
11.2 Termination of Services and/or Membership by 2045 Studio. If you have materially breached any provision of this Agreement, or if 2045 Studio is required to do so by law (e.g., where the provision of the Studio Spaces or the Services is, or becomes, unlawful), 2045 Studio has the right to, immediately and without notice, suspend or terminate any Studio Spaces and/or Services provided to you.
(a) If 2045 Studio or Spring Place (as applicable) becomes aware of any possible violations by you of this Agreement, 2045 Studio reserves the right to investigate such violations. In the event that 2045 Studio determines, in its sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated conduct inappropriate for the Studio Spaces or Services, 2045 Studio reserves the right to (i) warn you via e-mail (to any e-mail address you have provided to 2045 Studio) that you have violated this Agreement; (ii) remove your property from the Studio Spaces; (iii) discontinue your Membership with 2045 Studio; (iv) notify and/or send your property to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (v) pursue any other action which 2045 Studio deems to be appropriate. If, as a result of the investigation, 2045 Studio believes that criminal activity has occurred, 2045 Studio reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. 2045 Studio is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Studio Spaces in 2045 Studio’s possession in connection with your use of Studio Spaces or Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement; (iii) respond to any claims that any of your property in 2045 Studio’s possession or present in Studio Spaces violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of 2045 Studio, its members or the public, and all enforcement or other government officials, as 2045 Studio in its sole discretion believes to be necessary or appropriate.
(b) If your Account is terminated by 2045 Studio due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Studio Spaces or Services through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, 2045 Studio reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
(c) You agree that all terminations for cause shall be made in 2045 Studio’s sole discretion and that 2045 Studio shall not be liable to you or any third-party for any termination of your Account.
11.3 Termination of Membership by You. Subject to Section 5.3, if you want to terminate the Services provided by 2045 Studio, you may do so by notifying 2045 Studio at any time at the front desk of any Studio Space, or by contacting us at: membership@2045studio.com.
11.4 Effect of Termination. Termination of your Membership includes immediate removal of access to those Studio Space(s) and Service(s) that were the subject of such membership and barring of further use of such Studio Space(s) and Service(s). You understand that any termination of your Membership may involve donation of any property left in Studio Spaces, to charity. 2045 Studio will not have any liability whatsoever to you for any suspension or termination, including for donation of your property. All provisions of this Agreement which by their nature should survive, shall survive termination of any membership, including without limitation, warranty disclaimers, releases, and limitation of liability.
12. Miscellaneous. This Agreement will be governed by the laws of the State of Delaware, without reference to conflict of laws principles. Any failure to enforce any provision of this Agreement will not constitute a waiver of that provision or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties. This Agreement may be executed in two counterparts, each of which is deemed to be an original, but both of which constitute the same agreement. This Agreement constitutes the entire agreement of the parties related to the subject matter of this agreement and supersedes and replaces any prior agreement entered into between Member and 2045 Studio.