CoVenture Summary of Membership Agreement and Terms and Conditions Regarding Use of Premises Building: 201 Main Street Carbondale, Colorado Premises: Suites 101, 102, 303, and 304 (and other suites as may be added) Membership Term: Monthly, beginning on the date of the Agreement Monthly Membership Fees: Daly Drop-In $20/Day (1 Day only) Community Membership $25/month Flex Desk Membership $250/month: Each Flex Desk Membership Designated Desk Membership $350/month: Each Dedicated Desk Dedicated Office Membership $500/month: Each Dedicated Office Total $______________________ Security Deposit: $350 Each Dedicated Desk $500 Each Dedicated Office Total $______________________ Use of Premises: General office and business use Utilities: Included in membership fees  CoVenture Membership Agreement and Terms and Conditions Regarding Use of Premises This Membership Agreement and Terms & Conditions Regarding Use of Premises (“Agreement”) is entered into by and between Social Bridge, a Colorado non-profit corporation doing business as Coventure (“CoVenture”), and the undersigned member (“Member”). CoVenture and Member are referred to in this Agreement together as the “Parties,” or individually as a “Party.” 1. Premises: This Agreement concerns the premises located at 201 Main Street, Carbondale, Colorado, Suites 101, 102, 303, and 304, and other suites that may be added (“Premises”). 2. Description of Services: In accordance with this Agreement, CoVenture will provide Member with access to the Premises, including office space, workstations, internet access, office equipment, conference space, private phone booths, knowledge resources, utilities, and other services as CoVenture may offer from time to time, such as a speaker series and Community Partner Discounts. Conference room, phone booth and other space may need to be reserved in advance and is subject to availability. Collectively, the services descried in this section shall be referred to as the “Services.” 3. Membership Levels: Member hereby agrees to join CoVenture as a member at the following membership level (check one or more): □ Daily Drop-In Membership: $20/Month CoVenture will provide Member with access to community seating, conference room use and a phone booth for one (1) day. The Daily Drop-In Membership use is limited to Monday-Friday, between 8:00 a.m. - 6:00. p.m. Number: ____ □ Community Membership: $25/Month CoVenture will provide Member with access to community seating, conference room use and a phone booth for up to four (4) drop-in visits per months. The Community Membership use is limited to Monday-Friday, between 8:00 a.m. - 6:00. p.m. The Community Membership includes attendance at one (1) free speaker series event per month and additional in-house programming and Community Partner Discounts as determined by CoVenture. The Community Membership may be cancelled at any time by Member in writing. Number: ____ □ Monthly Flex Desk Membership: $250/Month CoVenture will provide Member with access to community seating, conference room use and a phone booth. Flex desks are available on a “first come, first serve” basis. The Monthly Flex Desk Membership use is limited to Monday-Friday, between 8:00 a.m. - 6:00. p.m. The Monthly Flex Desk Membership includes unlimited access for the Member to attend CoVenture speaker series and special events, and additional in-house programming and Community Partner Discounts as determined by CoVenture. The Monthly Flex Desk Membership may be cancelled at any time by Member in writing. Number: ____ □ Annual Designated Desk Membership: $350/month CoVenture will provide Member with access to a sit/stand desk, conference room use and a phone booth. The Annual Designated Desk Membership allows Member to access the CoVenture space 24 hours a day, including weekends. The Annual Designated Desk Membership includes unlimited access for the Member to attend CoVenture speaker series and special events, and additional in-house programming and Community Partner Discounts as determined by CoVenture. The Annual Designated Desk Membership requires an annual membership agreement and a deposit of $350. □ Annual Dedicated Office Membership: $500/month CoVenture will provide Member with a dedicated private office to be used exclusively by Member. The Annual Dedicated Office Membership allows Member to access the Coventure space and office 24 hours a day, including weekends. The Annual Dedicated Office Membership includes unlimited access for the Member to attend CoVenture speaker series and special events, and additional in-house programming and Community Partner Discounts as determined by CoVenture. The Annual Dedicated Office Membership requires an annual membership agreement and a deposit of $500. Number: ____ 4. Payments. Payments are due monthly. Any payments received by Member more than five (5) days after the due date will incur a 10% late fee. CoVenture may terminate any membership that is past due by more than ten (10) days. 5. Security Deposit: For Annual Designated Desk Memberships and Annual Dedicated Office Memberships, a security deposit is due upon signing. Member’s security deposit will be returned, less any damages, within thirty (30) days after the membership is terminated unless the membership is terminated due to a breach of this Agreement by Member. If the membership is terminated by CoVenture due to Member’s breach of this Agreement, CoVenture will retain Member’s security deposit as liquidated damages, which the Parties expressly agree are reasonable. 6. Member Benefits and Community Partner Discounts: Member acknowledges that CoVenture may add, modify or discontinue membership benefits and/or Community Partner Discounts at any time, subject to availability and feasibility, in CoVenture’s sole discretion. 7. Use of services. Member agrees that, when participating in or using the Premises and/or Services, Member will not: A. Use the Premises or Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise); B. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; C. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through CoVenture servers or bandwidth; D. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless Member owns or controls the rights thereto or has received all necessary consent to do the same; E. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; F. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; G. Download any file(s) that Member knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; H. Restrict or inhibit any other user from using and enjoying the Services; I. Violate any code of conduct or other guidelines which may be applicable for any particular Service; J. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party; K. Violate any applicable laws or regulations; L. Create a false identity for the purpose of misleading others; M. Obstruct any entranceway, create any circumstances of disrepair or damage any CoVenture Property or Premises; N. Bring any pets onto the Premises, unless Member has a specific visual or medical necessity; O. Use cellular phones or other communication devices in a manner that will be disruptive to other members. In the interests of maintaining a peaceful environment, CoVenture requests that all members, guests, and clients turn their phones to vibrate while in the Premises. We also ask that Member use a headphone, phone booth areas or meeting room for calls longer than three minutes; P. Otherwise violate the Member Agreement; Q. Otherwise exceed the usage limitations in relation to the shared conference space, as established by CoVenture. All monthly allotments of conference space usage included with memberships, as well as purchases of additional usage, are subject to availability of the conference space. Unused time does not roll over or accrue from month to month. 8. No Unlawful or Prohibited Use: Member shall not use the Premises or Services for any purpose that is unlawful or prohibited by this Agreement or other terms, conditions, policies and/or notices provided by CoVenture. Member shall not use the Services in any manner that could damage, disable, overburden, or impair any CoVenture server, or the network(s) connected to any CoVenture server, or interfere with any other party’s use and enjoyment of any Services. Member shall not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any CoVenture server or to any of the Services, through hacking, password mining or any other means. Member shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. 9. CoVenture’s Required Disclosures. CoVenture reserves the right at all times to disclose any information about Member and/or Member’s participation in and use of the Services as CoVenture deems necessary to satisfy any applicable law, regulation, legal process or governmental request, including, but not limited to, grant applications, or to edit, refuse to post or to remove any information or materials, in whole or in part, in CoVenture’s sole discretion. 10. Confidentiality. A. Member acknowledges and agrees that during Member’s participation in and use of the Services Member may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by CoVenture or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of CoVenture, any analyses, compilations, studies or other documents prepared by CoVenture or otherwise derived in any manner from the Confidential Information and any information that Member is obligated to keep confidential or know or have reason to know should be treated as confidential. B. Member’s participation in and/or use of the Services obligates Member to: i. Maintain all Confidential Information in strict confidence; ii. Not disclose Confidential Information to any third parties; iii. Not use Confidential Information in any way directly or indirectly detrimental to CoVenture or any participant or user of the Services. C. All Confidential Information remains the sole and exclusive property of CoVenture or the respective disclosing party. Member acknowledges and agrees that nothing in this Agreement, or Member’s participation or use of the Services, will be construed as granting any rights to Member, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of CoVenture or any participant or user of the Services. 11. Participation In or Use of Services. Member acknowledges that Member is participating in and/or using the Services of Member’s own free will and decision. Member acknowledges that CoVenture does not have any liability with respect to Member’s access, participation in, use of the Services, or any loss of information resulting from such participation or use. 12. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COVENTURE PROVIDES THE PREMISES AND SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES, REMAINS WITH MEMBER. 13. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COVENTURE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF COVENTURE, AND EVEN IF COVENTURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. Limitation of Liability and Remedies. NOTWITHSTANDING ANY DAMAGES THAT MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF COVENTURE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS AGREEMENT AND MEMBER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY MEMBER BASED ON REASONABLE RELIANCE UP TO TWO HUNDRED NINETY-NINE DOLLARS (USD $299.00). THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS (INCLUDING SECTIONS 12 AND 13 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 15. Termination. CoVenture reserves the right to terminate any Service at any time. CoVenture further reserves the right to terminate Member’s participation in and use of any Services, immediately and without notice, if Member fails to comply with this Agreement. Member may terminate this agreement by providing thirty (30) days written notice to CoVenture. MEMBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER THE SERVICES PROVIDED BY COVENTURE NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP. Upon termination, Member agrees to immediately remove any and all of Member’s personal property from the Premises. 16. Indemnification. Member hereby releases, and hereby agrees to indemnify, defend and save harmless CoVenture and CoVenture’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of Member’s negligent actions, errors and omissions, willful misconduct and/or fraud in connection with the participation in or use of the Services. 17. Insurance. As required by the owner of the Premises, CoVenture carries Liability and Business Personal Property insurance. It is strongly suggested that Members carry an insurance policy to cover their own equipment and personal property while using the Premises. That policy may cover Member’s current residence/office, as well as the Premises of CoVenture. 18. Additional General Terms. By signing this Agreement, Member agrees to the following additional general terms and conditions of membership: A. Member shall not place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in CoVenture's judgment, appear unsightly from the common areas or from the outside of the building in which the Premises are situated ("Building"). B. The sidewalks, halls, passages, exits, entrances, and stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, stairways, etc., are not for the use of the general public and CoVenture shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of CoVenture, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building. Neither Member nor its employees nor invitees shall go upon the roof of the Buildings. C. The toilet rooms, urinals, wash bowls, and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by Member or Member’s employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be born by Member. D. Member shall not cause any unnecessary janitorial labor or services by reason of Member’s carelessness or indifference in the preservation of good order and cleanliness. E. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for lodging (the use of a coffee maker and microwave are, however, permitted uses). F. Member shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by CoVenture. G. CoVenture shall have sole power to direct electricians to where and how telephone and other wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of CoVenture The locations of telephones, call boxes and other office equipment affixed to the Premises are determined by CoVenture, in its sole discretion. Note: CoVenture is a WIRELESS Facility. No network or phone lines will be run for Member’s space. Wireless adaption software/hardware is available for purchase either via CoVenture or third party vendors. H. Upon the termination of Services, Member shall deliver to CoVenture all keys and passes for offices, rooms, and toilet rooms which shall have been furnished to Member. In the event of the loss of any keys so furnished, Member shall pay CoVenture therefore. Member shall not make, or cause to be made, any such keys, Member shall order all such keys solely from CoVenture and Member shall pay CoVenture for any additional such keys over and above the set(s) of keys originally furnished by CoVenture. I. Member shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by CoVenture. J. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the stairways, except between such hours and in such stairways as shall be designated by CoVenture. K. When accessing the Building after hours, Member shall cause all doors to the Premises to be closed and securely locked before leaving the Building. L. Without the prior written consent of CoVenture, Member shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising Member’s business, except Member may use the address of the Building as the address of Member’s business. M. Member shall cooperate fully with CoVenture to assure the most effective operation of the Premises' or the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls. N. Except for CoVenture's gross negligence, Member assumes full responsibility for protecting the Premises from theft, robbery, and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured. O. Except with the prior written consent of CoVenture, Member shall not sell or cause to be sold any items or services at retail in or from the Premises, nor shall Member carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building without written consent of CoVenture. P. Member shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. Member shall not allow any vending machines on the Premises without CoVenture's prior consent. Q. All freight must be moved into, within and out of the Building under the supervision of CoVenture and according to such regulations as may be promulgated by CoVenture. All moving of furniture or equipment into, within or out of the Building by Member shall be done at such time and in such manner as directed by CoVenture or its agent. In no cases shall items of freight, furniture, fixtures or equipment be moved into or out of the Building or in any common area during such hours as are normally considered rush hours to an office building; i.e., 8:30-9:30 A.M., 11:00 A.M.-1:00 P.M. and 4:00-6:30 P.M. R. On Weekends, federally observed holidays and on other days during certain hours for which the Building may be closed after normal business hours, access to the Building or to halls, corridors, elevators, stairwells will be controlled by CoVenture through the use of a card key system. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. CoVenture shall in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of Member’s failure to be properly identify through the use of a card-key, or through the failure of the Building to be unlocked and open for access by Member, Member’s employees and general public. Nothing contained herein shall obligate CoVenture to provide such card key system or to make CoVenture liable for any act or omission or failure of such system and the card keys which may be provided. S. Member shall not change locks or install other locks on doors without the prior written consent of CoVenture. T. Member shall give prompt notice to CoVenture of any accidents to or defects in plumbing, electrical fixtures or heating apparatus which are reasonably known to Member so the same may be attended to properly. U. CoVenture shall have the power to prescribe the weight and position of safes or other objects which shall, if considered necessary by CoVenture, be required to be supported by such additional materials placed on the floor as CoVenture may direct, and at Member’s expense. In no event can these items exceed a weight for which the floor is designed. V. Internet Policy: Wireless access to The Internet is provided during Member’s membership. Service interruptions, if they occur, will be handled as promptly as possible. CoVenture is not responsible for any data, business or other losses as a result of such interruptions. Member is responsible to protect Member’s own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by CoVenture in writing, Member is receiving a single user account solely for Member’s use of the Services through one unit per login session. Member agrees not to resell any aspect of the Service, whether for profit or otherwise, share Member’s IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. Member agrees that sharing the Service with another party breaches this Agreement and may constitute fraud or theft, for which CoVenture reserve all rights and remedies. Member has no proprietary or ownership rights to a specific IP or other address, log-in name, or password that Member uses on CoVenture’s network. CoVenture may change Member’s address, log-in name or password at any time. CoVenture will assign Member an IP address each time Member accesses the Service, and it will vary. Member may not assign Member’s log-in name, password or IP address to any other person. Member agrees not to use the Service, any CoVenture or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, but are not limited to: i. violating any applicable law or regulation; ii. Posting or transmitting content Member does not have the right to post or transmit; iii. Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right; iv. Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion; v. Attempting to intercept, collect or store data about third parties without their knowledge or consent; vi. Deleting, tampering with or revising any material posted by any other person or entity; vii. Accessing, tampering with or using non-public areas of the Service or any CoVenture or related website, computer systems or network; viii. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; ix. Attempting to access or search the Service or any CoVenture or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by CoVenture or other generally available third party web browser; x. Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail"; xi. Using the Service or any CoVenture or related website or network to send altered, deceptive or false source-identifying information; xii. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any CoVenture or related website or network; xiii. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any CoVenture or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or any CoVenture or related website or network; or xiv. Impersonating or misrepresenting Member’s affiliation with any person or entity. If CoVenture suspects violations of any of the above, CoVenture will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to Member, and cooperate with law enforcement authorities in bringing legal proceedings against violators. Member agrees to reasonably cooperate with CoVenture in investigating suspected violations. W. Member shall not install, maintain or otherwise locate at CoVenture any computer server of any kind, whether hardware or software without written permission from CoVenture. 19. Dispute Resolution. A. Governing Law. This Agreement shall be interpreted and governed in accordance with the laws of the State of Colorado. Member irrevocably consents to the jurisdiction of the Garfield County courts. B. Mediation and Mandatory Binding Arbitration. i. If a dispute arises from or related to this Agreement, or the breach thereof, either Member or Coventure may refer the request to mediation by providing written notice to the other Party. Within thirty (30) days of the receipt of such written request, the Parties shall select a trained and impartial mediator with experience in business issues. If the Parties are unable to agree to a mediator, the Judicial Arbiter Group shall appoint a mediator to mediate the dispute. The Parties agree to and shall mediate a dispute prior to taking legal action. Each Party shall pay 50% of any and all mediation costs and fees. ii. If the Parties are unable to resolve a dispute arising from or related to this Agreement, or the breach thereof through mediation within sixty (60) days, any remaining controversy or claim arising from or related to this Agreement, or the breach thereof, will be settled by final and binding arbitration in accordance with the Colorado Arbitration Act, Colorado Revised Statutes, Section 13-22-201 et. seq. Such arbitration shall be administered by a mutually agreed upon arbiter or an arbiter appointed by the Judicial Arbiter Group. The Arbitrator shall award fees and costs, including attorneys’ fees, to the prevailing Party. iii. Nothing herein shall prevent CoVenture from seeking injunctive relief from any court having jurisdiction in the event that CoVenture is faced with immediate or irreparable resulting from any actions or negligence of Member. 20. Miscellaneous. A. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained therein, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties pertaining to such subject matter. B. Severability. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. C. Waivers. No waiver shall be binding on CoVenture unless executed in writing by an authorized representative of CoVenture. D. Successors and Assigns. This Agreement shall be binding on Member’s heirs, legal representative, successors and assigns. E. No Assignment. In no event may Member assign in whole or in part Member’s membership or use of the Services, without the advance written consent of CoVenture. F. Notice. All notices, requests, demands or other communications for which this Agreement provides shall be in writing and shall be addressed at the following addresses: If to CoVenture: CoVenture, Mike Lowe, 201 Main Street, Ste. 101, Carbondale, CO 81623, with a copy to: Kelcey Nichols, 201 Main Street, Ste. 301, Carbondale, CO 81623. If to Member: At the address set forth in this Agreement, or such other address as any party may designate in writing. All notices under this Agreement shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) Upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt. 21. Representations, Warranties, and Covenants. The Parties represent, warrant and covenant as follows: A. This Agreement is the result of negotiations between Parties who have equal access to information concerning this transaction; B. They have obtained, or have had adequate opportunity to obtain, legal advice concerning the meaning and effect of this Agreement and they have had sufficient time to consider the meaning and effect of this Agreement; C. They are fully aware and clearly understand all of the terms and provisions contained in this Agreement and voluntarily accept those terms and provisions.   AGREED TO BY: COVENTURE ___________________________________________ _____________________________ By: Date MEMBER ___________________________________________ _____________________________ Date ___________________________________________ Name ___________________________________________ Address ___________________________________________ City, Sate Zip ___________________________________________ E-mail ___________________________________________ Phone