COMPOUND TERMS OF SERVICE

Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Compound Platform, you agree to comply with and be bound by these Terms.

Last updated: February 4, 2019

Thank you for using Compound!

These Terms constitute a legally binding agreement (“Agreement”) between you and Compound Technologies, Inc., (“Compound”, “we”, “us” or “our”) governing your access and use of the Compound website, including any subdomains thereof, and any other websites through which Compound makes its services available (collectively, “Site”), our current or future mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application”) and all associated services (collectively, “Services”). The Site, Application and Services are hereinafter collectively referred to as the “Compound Platform”.

These Terms, together with our Privacy Policy and any other legal notices, conditions or guidelines located within the Compound Platform, which are incorporated by reference into this Agreement, set forth the legally binding terms for your use of the Compound Platform, and apply to our collection and use of personal information in connection with your access to and use of the Compound Platform.

Scope of Compound Services

The Compound Platform enables tenant organizations and their employees (“Tenant(s)”, “User(s)”, “you”, “your”) of a commercial offices property (“Property”) to reserve and utilize certain shared amenities (“Shared Amenities”) located at the Property, as well as additional Services and support, as offered.

As the provider of the Compound Platform, Compound does not own or control any of the Shared Amenities listed on the Compound Platform. These Terms apply only to your use of the Compound Platform. The terms and conditions governing use of the Shared Amenities shall be set forth in your Property’s Amenity Terms of Use, as amended from time to time, and the Building Rules and Regulations, as amended from time to time.

The Compound Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Compound is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Compound of such Third-Party Services.

Due to the nature of the Internet, Compound cannot guarantee the continuous and uninterrupted availability and accessibility of the Compound Platform. Compound may restrict the availability of the Compound Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Compound Platform. Compound may improve, enhance and modify the Compound Platform and introduce new Services from time to time.

Eligibility and Using the Compound Platform

In order to access and use the Compound Platform or register a Compound Account you must be an individual at least 18 years old or a duly organized, validly exiting business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.

Shared Amenities are provided for the exclusive use of Property tenants and approved subtenants and guests. A valid Compound Account is required for you to access the Compound Platform and make use of the Shared Amenities. Details can be found in the “Account Registration” section, below.

Compound may make access to and use of the Compound Platform, or certain areas or features of the Compound Platform Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or receiving verification from the appropriate administrator at your organization or institution.

Reservations are available on a first-come, first-served basis and can be made no more than one (1) year in advance. Compound reserves the right to deny reservations to any User as determined in our reasonable discretion.

The access to or use of certain areas and features of the Compound Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Compound Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Compound Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

Modification of These Terms

Compound reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Compound Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Compound Platform will constitute acceptance of the revised Terms.

Account Registration

Shared Amenities are for the exclusive use of Property tenants and approved subtenants and guests. To reserve shared amenities, an administrative account for the tenant organization (“Admin Account”) must be created on the Compound Platform. Compound may assist in creating an Admin Account during the onboarding process; you can also contact your Property’s Amenity Manager using the contact information listed under the “Support” section of the Compound Platform or by contacting your building’s property management.

If you are registering an Admin Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant all permissions and licenses provided in these Terms.

You can use an Admin Account to book reservations, view reservation history and upcoming reservations, review and change billing details, and perform other account functions like managing employee reservation permissions and approving purchases. You can also use an Admin Account to create a new Admin Account for any user needing full account permissions.

You may create accounts for all other users (“User Account”) in the account section of the Admin Account. User Accounts can only book reservations and manage reservations created using that User Account; User Accounts will not have access to any Admin Account functions. A User Account can be created for any employee with a valid tenant organization email address; provided, however, that a single user may not register more than one (1) Admin Account or User Account unless Compound authorizes you to do so. You can use the account section of the Admin Account to view and manage all User Accounts and reservation permissions.

You can also use your Admin Account to create a Sub-Account (“Sub-Account”) on the Compound Platform for different subdivisions or groups within your organization. You can also create a Sub-Account for approved subtenants to reserve the Shared Amenities. To qualify for a Sub-Account, the approved subtenant must have signed a valid agreement subleasing space at the Property. You can use the account section of the Admin Account to view and manage all Sub-Accounts and reservation permissions.

You are solely responsible for managing all Admin Accounts, User Accounts and Sub-Accounts. You can use the account section of the Admin Account to view all active accounts, review account bookings and Credit usage, and manage individual account permissions.

You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You must immediately notify Compound if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Compound Account. You are liable for any and all activities conducted through your Compound Account unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

Credits

The Compound Platform uses a credit-based reservation system to ensure that all Property Tenants are provided a fair and equal opportunity to enjoy the Shared Amenities.

Credits are used to reserve Shared Amenities and Services on the Compound Platform. The number of Credits required is based on the Shared Amenity being reserved, reservation duration and square footage of space reserved, and Services provided.

Your Property may provide users with a starting credit balance each year. Any starting balance provided by your Property will be deposited automatically to your Admin Account.

You may use Credits that are reflected in your Admin Account. If you do not have enough Credits in your Admin Account to book a reservation, you can purchase Credits for $10 per credit directly on the Compound Platform. Before purchasing Credits, you must add a valid credit card to the billing section of your Admin Account. When you add a credit card to your Admin Account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to Compound or its third party payment processor(s). You must provide accurate, current, and complete information when adding a credit card, and it is your obligation to keep your credit card information up-to-date at all times.

You can use the billing section of the Admin Account to view the Credit balance, purchase additional Credits, review Credit usage, and approve Credits for User Accounts and Subtenant Accounts. Transferring credits or booking reservations for use by other organizations is strictly prohibited.

Any applicable fees to purchase Credits (including applicable sales taxes) will be displayed to you prior to completing a Credit purchase. The Credits required to reserve the Shared Amenities and Services will be displayed to you prior to each booking. Except as otherwise provided on the Compound Platform, fees to purchase Credits are non-refundable.

If you have additional questions about Credits on the Compound Platform, please contact your Amenity Manager using the contact information provided under the “Support” section of the Compound Platform.

Notices

Compound may provide you with notices regarding the Compound Platform, including updates about your accounts and reservations, changes to these Terms, our Privacy Policy and Shared Amenity Use Agreement, to the email address used to register your account.

Confirmation and Changes to Reservations

After confirming a reservation of the Shared Amenities on the Compound Platform, you will receive the following notices:

Initial Confirmation: upon submitting a reservation request, you will receive a confirmation email summarizing important reservation details.

Final Confirmation: for reservation requests submitted more than three (3) business days in advance of the event date, then three (3) business days prior to the reserved date or dates, you will receive an email summarizing all reservation details. Changes to reservation details must be submitted no later than twenty-four (24) hours after receiving the final confirmation email.

Post-Event Feedback: two (2) hours after the end of a reservation, you will receive a follow-up email with opportunity to provide feedback on overall experience and level of service.

Cancellation

Reservations may be cancelled without penalty up to two (2) business days before the start of a confirmed reservation. Reservations can be cancelled on the Compound Platform using an Admin Account or the User Account that reserved the Shared Amenity, or by contacting your Property’s Amenity Manager.

If you cancel a reservation less than (2) business days before the start of a confirmed reservation, any Credits used to make said reservation shall be forfeited; provided, however, that Compound may, at its discretion, refund any Credits used to book reservations that are cancelled or rescheduled due to circumstances beyond User’s control.

Property Fees

You may be required to cover any fees established by the Property owner relating to damage and misuse of the Shared Amenities and any resulting cleaning and replacement costs (“Property Fees”). Any Property Fees will be detailed in the Shared Amenity Terms of Use for your Property.

Content

All content on the Compound Platform including but not limited to graphics, products, photos, services, product descriptions and the like (“Platform Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Compound, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You shall in no way obtain interest or rights in the Platform Content or Marks contained on the Compound Platform. Platform Content is provided to you “AS IS” for your personal and non-commercial use only and may not be reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose without the prior written consent of an authorized Compound representative. Compound reserves all rights not otherwise expressly granted in and to the Platform Content. If you download or print a copy of the Platform Content for your personal and non-commercial use you must include on the copy all copyright and other proprietary notices contained in the original Platform Content. You agree not to circumvent, disable or otherwise interfere with any security-related features of the Compound Platform or features that prevent or restrict use or copying of any Platform Content or enforce limitations on use of the Compound Platform or the Platform Content.

Prohibited Activities

You are solely responsible for compliance with any and all laws, rules, and regulations that may apply to your use of the Compound Platform. In connection with your use of the Compound Platform, you will not and will not assist or enable others to:

· breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms and Policies;

· use the Compound Platform or platform content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Compound endorsement, partnership or otherwise misleads others as to your affiliation with Compound;

· copy, store, or otherwise access or use any information, including personally identifiable information about any other User, contained on the Compound Platform in any way that is inconsistent with Compound’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;

· use the Compound Platform in connection with the distribution of unsolicited commercial messages ("spam");

· unless Compound explicitly permits otherwise, book any reservation if you or another member of your organization will not be present during use of the Shared Amenities;

· use, display, mirror or frame the Compound Platform or Collective Content, or any individual element within the Compound Platform, Compound's name, any Compound trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Compound Platform, without Compound's express written consent;

· dilute, tarnish or otherwise harm the Compound brand in any way, including through unauthorized use of Collective Content, registering and/or using Compound or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Compound domains, trademarks, taglines, promotional campaigns or Collective Content;

· use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Compound Platform for any purpose;

· avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Compound or any of Compound's providers or any other third party to protect the Compound Platform;

· attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Compound Platform;

· take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Compound Platform;

· export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or

· violate or infringe anyone else’s rights or otherwise cause harm to anyone.

You acknowledge that Compound has no obligation to monitor the access to or use of the Compound Platform by any User, but has the right to do so to (i) operate, secure and improve the Compound Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; or (iv) as otherwise set forth in these Terms. Users agree to cooperate with and assist Compound in good faith, and to provide Compound with such information and take such actions as may be reasonably requested by Compound with respect to any investigation undertaken by Compound or a representative of Compound regarding the use or abuse of the Compound Platform.

Disclaimer, Limitation Of Liability, And Indemnification

The materials and services offered on the Compound Platform are provided “AS IS” and without any warranties of any kind. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose. We do not warrant that the use of the Compound Platform will be uninterrupted or error free, that defects will be corrected, or that the Compound Platform or the server(s) that make it available or any advertised or hyperlinked sites are free of viruses or other harmful components or that the Compound Platform, server(s) or advertised or hyperlinked sites will be accessible at all times. We do not warrant or make any representations regarding the use of the Compound Platform or any information contained therein, including the Platform Content, with respect to correctness, accuracy, reliability, graphics, links or otherwise. You assume the entire cost of all necessary servicing, repair or correction to any equipment you use to access the Compound Platform. To the extent that applicable law may not allow the exclusion of implied warranties, the above exclusions may not apply to you.

Documents, information, graphics and other materials appearing on the Compound Platform may include technical inaccuracies, miscalculations, typographical errors, and out-of-date information. Use of such documents, information, graphics or other materials is at your own risk.

You waive any and all claims and rights against us and our affiliates, parents, and successors and each of our employees, assignees, officers, agents and directors (“Compound Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, or person, to the maximum extent permitted by applicable law. None of the Compound Parties will be liable to you under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You hereby agree to indemnify the Compound Parties from and against any and all claims, liabilities, and expenses, including reasonable attorneys’ fees resulting from your use of the Compound Platform or any breach of these Terms by you.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for indirect, special, incidental, consequential, reliance, or punitive damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.

Dispute Resolution And Arbitration Agreement

This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against Compound in the United States.

Compound is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this section applies: (1) an informal negotiation directly with Compound’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section). Specifically, the Consumer Arbitration Rules provide:

· Claims can be filed with AAA online (www.adr.org);

· Arbitrators must be neutral and no party may unilaterally select an arbitrator;

· Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;

· Parties retain the right to seek relief in small claims court for certain claims, at their option;

· The initial filing fee for the consumer is capped at $200;

· The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;

· The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

Prior to initiating an arbitration, you and Compound each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Compound’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

You and Compound mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Compound Platform, Services, or the Platform Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a Dispute, you and Compound agree that the arbitrator will decide that issue.

You and Compound each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

Any required arbitration hearing may be conducted, at your option, (a) in the county where the Property is located; (b) in the District of Columbia; (c) in any other location to which you and Compound both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

You and Compound acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

You and Compound acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Compound both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and Compound agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

Except as provided in this Section, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

Except as provided above, this Section will survive any termination of these Terms and will continue to apply even if you stop using the Compound Platform or terminate your Account.

Choice Of Law And Forum

These Terms shall be governed by the laws of the State of New York. All disputes arising under, or in any way connected this Agreement that are excluded from the Arbitration Agreement shall be litigated exclusively in the state and federal courts residing in the District of Columbia, and in no other court or jurisdiction. You hereby submit to the jurisdiction of the state and federal courts sitting in the District of Columbia, and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to use of the Compound Platform. These Terms, together with the Privacy Policy, and any other documents or policies referenced herein constitute the entire agreement between you and Compound regarding the use of the Compound Platform and the content and services provided on the Compound Platform, superseding any prior agreements between you and Compound relating to the subject matter hereof.

Severability And Enforceability

If any provision of these Terms is held to be illegal, invalid, or unenforceable, in whole or in part, it shall be modified to the minimum extent necessary to correct any deficiencies or replaced with a provision which is as close as is legally permissible to the provision found invalid or unenforceable and shall not affect the legality, validity or enforceability of any other section or provision of these Terms.

Termination And Exclusion

This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Compound terminate the Agreement in accordance with this provision.

You may terminate this Agreement at any time by contacting your Property’s Amenity Manager. If you cancel your Admin Account or User Account, any confirmed reservations will be automatically cancelled unless confirmed by another valid Admin Account of the same Tenant organization.

Compound reserves the right, in our sole discretion, to revoke, terminate or suspend any and all privileges associated with accessing the Compound Platform for any reason or for no reason whatsoever including improper use of the Compound Platform or failure to comply with these Terms, and to take any other action we deem appropriate.

When this Agreement has been terminated, you are not entitled to a restoration of your Admin Account or User Account. If your access to or use of the Compound Platform has been limited or suspended, or this Agreement has been terminated by us, you may not register a new Compound Account or access and use the Compound Platform through the Compound Account of another User.

User Feedback

You acknowledge and agree that any feedback, questions, comments provided by you to Compound through the Compound Platform are not confidential and you grant us a worldwide, royalty-free license to distribute, publish, modify or otherwise use your submissions. Compound shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise without any acknowledgement of or compensation to you.

General Provisions

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Compound and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Compound and you in relation to the access to and use of the Compound Platform.

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

Compound’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Compound's prior written consent. Compound may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by Compound via email, Compound Platform notification, or messaging service (including SMS).

If you have any questions about these Terms please contact your Amenity Manager.