Day Pass Agreement

Parties

This Day Pass Agreement ("Day Pass Agreement") is made as of the date Licensee electronically accepts it (the "Effective Date"), by and between Early Birds, LLC, a Missouri Limited Liability company, having its office at 100 S. High Street, Jackson, MO 63755 ("Grantor"), and the individual or entity who completes the online day-pass purchase ("Licensee"), at the email and address provided during signup.

Recitals

WHEREAS, Grantor operates a coworking facility at 100 South High Street, Jackson, Missouri 63755 (the "Premises"); and

WHEREAS, Licensee has requested, and Grantor has agreed to grant, a single-day, non-exclusive, revocable license to use a portion of the Premises for one calendar day, subject to the following terms and conditions and without creating any tenancy, landlord-tenant relationship, recurring subscription, or interest in the Premises.

NOW, THEREFORE, Grantor and Licensee agree as follows:

1. Grant of Day Pass; Use Restrictions

Subject to all of the terms and conditions of this Day Pass Agreement, Grantor grants to Licensee a temporary, non-exclusive, non-transferable, non-assignable, single-day license (the "Day Pass") to use the open work area on the main level of the Premises (the "License Area") for purposes of general office and professional business use only, and for no other purpose. Access to hallways, restrooms, kitchens, and other common areas of the Premises is incidental to Licensee's use of the License Area and does not grant any exclusive or guaranteed right of use.

2. Day Pass Fee

Licensee shall pay a one-time fee (the "Day Pass Fee") in the amount displayed to Licensee during signup and on Grantor's website at https://www.earlybirds.com/day-pass. The Day Pass Fee is non-refundable once the Day Pass has been activated, except as required by applicable law or at Grantor's sole discretion. The Day Pass Fee does not renew automatically; each visit requires a new Day Pass purchase.

3. Term and Single-Day Use

The Day Pass entitles Licensee to use the License Area for one (1) calendar day. The Day Pass may be used on the day of purchase or on a subsequent day during regular building hours, but in either case is exhausted upon Licensee's first use and shall expire no later than thirty (30) days after the date of purchase if unused. Day Passes do not roll over and do not accrue.

4. Access

Access for Day Pass guests is provided in coordination with Grantor on the day of use. Licensee shall check in with Grantor upon arrival and shall not share or transfer any temporary access credentials issued for the day. Licensee's access ends at the close of business on the day of use or earlier upon Grantor's request. Licensee's use of any access mechanism shall at all times be governed by Grantor's Access and Security Policy, as may be amended from time to time, which is incorporated into this Day Pass Agreement by reference.

5. Conference Rooms

Day Pass guests may use shared conference rooms within the Building subject to availability and in accordance with Grantor's Conference Rooms Policy, as may be amended from time to time, which is incorporated into this Day Pass Agreement by reference. Conference rooms are subject to advance reservation and Grantor may decline reservations from Day Pass guests when needed to serve recurring members.

6. Guests

Licensee may host guests, clients, vendors, or invitees ("Guests") only in accordance with Grantor's Guest Policy, as may be amended from time to time. Licensee is responsible for the conduct of all Guests and for ensuring their compliance with the Guest Policy and this Day Pass Agreement at all times. Any violation of the Guest Policy by a Guest shall be deemed a violation of this Day Pass Agreement by Licensee.

7. Internet and Network Acceptable Use

Licensee is permitted to access Grantor's wired and wireless internet and network services solely in accordance with Grantor's Acceptable Use Policy, as may be amended from time to time, which is incorporated into this Day Pass Agreement by reference. Any violation of the Acceptable Use Policy shall constitute a material breach of this Day Pass Agreement. Grantor reserves the right to suspend or terminate Licensee's network access, without liability, for any actual or suspected violation or to protect the security, integrity, or operation of the network.

8. Conduct and Care

Licensee shall not damage the License Area, Building, or Premises and shall use them in a good, clean, and safe manner. Licensee shall not use the License Area in a way that, in Grantor's sole discretion, offends, disturbs, or detracts from other licensees' use or injures the image of the Building or Premises. Licensee shall comply with all rules and regulations made by Grantor from time to time and with all applicable laws.

Licensee, Licensee's employees, and Licensee's Guests shall conduct themselves professionally and respectfully at all times while on the Premises. Harassment, discrimination on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic, threatening or violent behavior, and disruptive or abusive conduct are strictly prohibited. Licensee shall not solicit other licensees, members, or their guests for commercial purposes unrelated to Licensee's normal business, and shall not conduct door-to-door sales, fundraising, or recruiting on the Premises without Grantor's prior written consent.

9. Revocation

Grantor may revoke this Day Pass and Licensee's access immediately, without notice and without refund, in the event of any breach of this Day Pass Agreement or any of the policies incorporated by reference, or for any conduct Grantor reasonably determines is harmful to the Premises or to other licensees, guests, or staff.

10. Indemnification

Except to the extent caused by the gross negligence or willful misconduct of the Grantor, Licensee shall indemnify, defend, and hold harmless Grantor and Grantor's principals, members, officers, employees, directors, agents, ground lessors, mortgagees, and all of their successors and assigns, from and against all legal actions, liabilities, obligations, causes of action, damages, penalties, claims, costs, charges, and expenses, including reasonable attorneys' fees and disbursements, which may arise in any manner out of Licensee's use or operation of the License Area or this Day Pass Agreement, and/or in connection with loss of life, bodily or personal injury, or property damage arising from or out of all acts, failures, omissions, or negligence of Licensee or Licensee's agents, invitees, employees, or contractors. The indemnification provisions set forth herein shall survive the expiration or termination of this Day Pass Agreement.

11. Waiver of Responsibility and Assumption of Risk

Neither Grantor nor its principals, members, officers, employees, directors, agents, ground lessors, mortgagees, nor any of their successors and assigns, shall be liable for, and Licensee for itself and its invitees or guests hereby waives, all claims for loss or damage, economic or otherwise, to Licensee's business or damage to person or property, sustained by Licensee or any person claiming by, through, or under Licensee, resulting from any accident, loss of service, or occurrence in, on, or about the Building, Premises, or License Area. Licensee agrees to assume all risk, for itself and its invitees or guests, associated with the use of the License Area at Licensee's own risk.

12. Limitation of Liability

Notwithstanding anything to the contrary contained in this Day Pass Agreement, Grantor's liability hereunder is expressly limited to the amount of the Day Pass Fee actually received by Grantor from Licensee for the Day Pass that is the subject of any claim.

13. No Tenancy

Licensee understands and agrees that this Day Pass Agreement is not a lease, does not establish a landlord-tenant relationship between the parties, and is not subject to any landlord-tenant laws. Licensee hereby waives the right to receive any and all notices that it would be entitled to receive if it were a tenant under a lease.

14. Privacy

Personal information Grantor collects in connection with this Day Pass Agreement is governed by Grantor's Privacy Policy, as may be amended from time to time. The Privacy Policy is incorporated into this Day Pass Agreement by reference.

15. Dispute Resolution

(a) Informal Resolution. The parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Day Pass Agreement (each, a "Dispute") through informal negotiation. Either party may initiate informal resolution by sending written notice to the other describing the Dispute. The parties shall negotiate in good faith for at least thirty (30) days after such notice before pursuing any further remedy.

(b) Binding Arbitration. Except as set forth in subsection (d) below, any Dispute that is not resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be in Cape Girardeau County, Missouri, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(c) Class Action Waiver. Disputes shall be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall have no authority to consolidate or hear claims of more than one person and may not award relief other than for the individual party seeking relief.

(d) Carve-Outs. Notwithstanding the foregoing, either party may: (i) bring a Dispute in small claims court in Cape Girardeau County, Missouri, for any matter that qualifies under the jurisdictional limits of that court; or (ii) seek injunctive or equitable relief in a court of competent jurisdiction to protect access, intellectual property, or the Premises from imminent harm.

(e) Severability of this Section. If subsection (c) (Class Action Waiver) is held to be unenforceable as to any particular Dispute, then this Section 15 in its entirety shall be null and void as to that Dispute, and that Dispute shall instead be resolved by a court of competent jurisdiction pursuant to Section 18 (Governing Law).

16. Severability

If any provision of this Day Pass Agreement shall be deemed unenforceable, it is the intent of the parties that the remainder of this Day Pass Agreement shall be enforceable to the maximum extent permitted by law.

17. Counterparts; Electronic Acceptance

Any signature transmitted by e-mail (in PDF format) or other electronic means — including electronic acceptance via the day-pass form on Grantor's website — shall be considered to have the same legal and binding effect as any original signature.

18. Governing Law

This Day Pass Agreement shall be governed by the laws of the State of Missouri, without regard to conflict of laws principles.

Grantor may modify this Day Pass Agreement from time to time. The current version is the one published at this URL with the revision date shown above. Each Day Pass purchase is governed by the version of this Agreement in effect at the time of purchase.