Terms of Use

Thank you for visiting Blackbird House, owned and operated by Blackbird Collective PBC (“Blackbird”). You can find us at www.blackbird.house (the “Site”) or by using the Blackbird mobile application (the “App”, collectively with the Site, the “Platform”). Blackbird is shared working environment for like minded individuals looking for a place to belong.

It is important that you carefully read and understand this Terms of Use (or “Terms”). Terms of Use is a legal and binding agreement between you and Blackbird. By clicking the “accept” button after being presented with this Terms of Use and/or using the Platform, you expressly acknowledge that you have read this Terms of Use and agree to all of its provisions. This Terms of Use sets forth your rights and obligations with respect to your use of the Platform and any communications, information, and/or data of any kind provided through the Platform.

IF YOU DO NOT AGREE TO THIS TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE THE PLATFORM AND YOU MUST PROMPTLY CEASE USING IT.

You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non- electronic records, to the extent such waiver is permitted under applicable law.

1. Using the Platform.

1.1.Internet Access. When using the Platform on your mobile, laptop or desktop device (your “Device”), you acknowledge and agree that you are responsible for (i) maintaining continuous Internet access for your Device through a Wi-Fi or LTE data communication network and (ii) any Internet connection and telecommunications fees and charges that you incur.

1.2.Your Device. Blackbird is not responsible for the operation of your Device. You are responsible for ensuring the system functions of your Device are in working order when accessing the Platform, including, but not limited to screen display operation features of your Device.

1.3.Your Communications. You are responsible for all communications, verbal and non- verbal, that you submit in connection with your use of the Platform and the content of all information contained in such communications (“Submitted Content”). You are responsible for ensuring that (a) all Submitted Content is original and accurate, and (b) none of the Submitted Content is (i) a falsehood or misrepresentation; (ii) offensive, unlawful, obscene, defamatory, libelous, threatening, harassing, hateful or racially or ethnically offensive. You grant Blackbird a perpetual, irrevocable, non-terminable, transferrable, worldwide, royalty- free, sublicensable, fully paid-up, non-exclusive and transferable license to use, record, store

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and reproduce the Submitted Content and to distribute the Submitted Content to its customers, the “Licensee”.

2. License Grant and Restrictions.

2.1.License Grant. Subject to the terms and conditions of this Terms of Use, Blackbird hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to access and use the Site.

2.2.Use Restrictions. You may not access or use the Platform in any way that is not expressly permitted by this Terms of Use. You may not: (a) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Platform; (b) sell, assign, rent, lease, or grant rights in the Platform, including, without limitation, through sublicense, to any other person or entity; or (c) use the Platform for any unlawful, prohibited, abnormal or unusual activity as determined by Blackbird in its sole discretion.

2.3.Investigations. We may, but are not obligated to, monitor or review our Platform at any time. If we become aware of any possible violations by you of this Terms of Use we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Platform pursuant to Section 3 below.

2.4.Violation of this Terms of Use. You acknowledge and agree that you are solely responsible, and Blackbird has no responsibility or liability to you or any other person or entity for, any breach by you of this Terms of Use or for the consequences of any such breach.

3. Termination.

3.1.Termination by Blackbird. Blackbird may, at its option, terminate your access to and use of the Platform immediately if it determines you are in breach of or otherwise acting inconsistently with this Terms of Use.

3.2.No Liability for Termination. You agree that Blackbird shall not have any liability whatsoever for any damage, loss or expenses of any kind that you may suffer as a result of any termination of your access to our use of the Platform (including, without limitation, damage, loss or expenses), whether or not Blackbird is aware of any such damage, loss or expenses.

4. Communications with Blackbird.

We use email, telephone, text and chat messaging to communicate with you. Additionally, we may contact you via the App. For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted, text messaging, messaging through the Platform; and (2) agree that all of the Terms of Use, agreements, notices, policies, and other communications that we provide to you electronically

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satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

  1. Intellectual Property.

    5.1.Trademarks. The Blackbird name and logo are trademarks and service marks of Blackbird. You do not have the right to use any of Blackbird’ trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.

    5.2.Ownership. You acknowledge and agree that Blackbird, or its licensors, owns all right, title and interest in and to the Platform, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Platform is protected by U.S. and international copyright laws. Further, you acknowledge that the Platform may contain information that Blackbird has designated as confidential and you agree not to disclose such information without Blackbird prior written consent.

    5.3.Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Blackbird through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Blackbird has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to Blackbird a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback

  2. User Content.

    6.1.Content of Communications. Blackbird is not the source of, does not verify or endorse and takes no responsibility for the content of communications made by Users using the Platform or any materials submitted or made available through the Platform via any function, including but not limited to the “Ask and Offer” bulletin board and User chat functions, which allows a User to post or share content, or interact with other Users (“User Content”). By using the App, you agree that any content that you submit may be viewable by other Users of the App. The content of communications is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. User Content may be protected by intellectual property rights owned by third parties. You are responsible for the content you choose to communicate and access using the Platform. In particular, you are responsible for ensuring that you do not submit material that (a) is protected by copyright, contains trade secrets or otherwise is subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner; (b) is false or is a misrepresentation; (c) is offensive,

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unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; or (d) impersonates another person. Blackbird may in its sole discretion block, prevent delivery of or otherwise remove the content of communications as part of its effort to protect the Platform or its customers, or otherwise enforce the terms of this Terms of Use. Further, Blackbird may in its sole discretion remove such content and terminate your account if you submit any content that is in breach of this Terms of Use.

6.2.You Grant Blackbird a License to User Content. With respect to all of your User Content, you grant Blackbird a perpetual, irrevocable, non-terminable, transferable, worldwide, royalty-free, sublicensable, fully paid-up, non-exclusive and transferable license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform the User Content or any part of the User Content in connection with the Platform and Blackbird’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant each User of the App a non-exclusive license to access your User Content through the App while the User Content is made available through the Platform. You may take down any of your User Content at any time; however, you acknowledge and agree, that Blackbird may still have access to such User Content and that the above license granted by you to Blackbird will remain in effect despite your removal of the User Content from the App. You hereby represent, warrant and covenant that any User Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section [4.2].

6.3.You acknowledge and agree that: (a) by using the Platform, you may be exposed to content that you may find offensive or indecent and you do so at your own risk; (b) you are solely responsible for, and Blackbird has no responsibility to you or any third party for any User Content that you create, submit, post or publish on or through the App; (c) Blackbird does not guarantee any confidentiality with respect to your User Content; and (d) Blackbird is not responsible for any User Content provided by third parties that you may have access to through your use of the Platform and all User Content is the responsibility of the person from whom such User Content originated. You acknowledge and agree that (i) Blackbird has no control over and is not responsible for the use of User Content by its users, including any user that has uploaded User Content to a personal device; and (ii) Blackbird may not be able to remove User Content that is uploaded onto a user’s device. Blackbird does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with User Content.

6.4.You acknowledge that Blackbird has the right to pre-screen your User Content but has no obligation to do so. At Blackbird’s sole discretion, any User Content may be included in the Platform in whole or in part in modified form. In addition, Blackbird and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any User Content that is available via the Platform that violates these Terms or is otherwise

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objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party’s intellectual property.

6.5.You acknowledge that your User Content is your sole responsibility. You agree that, under no circumstances, will Blackbird be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use or distribution of any User Content transmitted or otherwise made available via the Platform.

7. Links to Third Party Sites.

Blackbird may link to or be linked from other websites that are not maintained by, or related to, Blackbird. Blackbird does not endorse, and is not responsible for, the content of any of those third-party websites. You acknowledge that Blackbird has not reviewed and does not endorse the content of all sites linked to from the Platform and is not responsible for the content or actions of any other sites linked to from the Platform. We do not promise that the contents of any linked website are accurate, compliant with local, state or federal law, including any intellectual property laws. Your use of any linked site is at your own risk and you assume all responsibilities and consequences resulting from such reliance.

8. Privacy Policy.

By accepting this Terms of Use or using the Platform, you represent that you have read and consent to our Privacy Policy in addition to this Terms of Use. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Platform. By using the Platform, you agree to the then-current versions of this Terms of Use and Privacy Policy, which will be posted on the Platform.

9. License.

Blackbird hereby grants to you, subject to these Terms, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Platform (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely for your personal use on a mobile or other device that you own or control. These Terms do not permit you to install or use the App on a mobile or other device that you do not own or control and you may not distribute or make all or any portion of the Platform available over a network where it could be used by multiple devices at the same time.

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10. Location.

The Platform is operated by Blackbird in the United States. If you choose to access or use the Platform from a location outside of the United States, you do so on your own initiative, and you are responsible for compliance with applicable local laws.

11. User Age.

This Platform is not intended for use by people under 13 years of age. We will not knowingly collect information from minors in the United States or elsewhere with or without the consent of their parents or guardians. Personal registration information submitted by a person under the age of 13 will not be accepted. Any general information provided by a person under the age of 13 and gathered (for example, through the use of cookies) during his or her visit may be used as indicated in this Terms of Use.

12. Disclaimer of Warranties.

12.1.YOU UNDERSTAND AND AGREE THAT THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, MAY NOT BE FUNCTIONAL ON CERTAIN DEVICES AND/OR IN CERTAIN COMPUTING ENVIRONMENTS AND BLACKBIRD SHALL HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE PLATFORM OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE PLATFORM.

12.2.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACKBIRD EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12.3.BLACKBIRD MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, CORRECTNESS OR RELIABILITY OF ANY INFORMATON MADE AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE PLATFORM.

12.4.BLACKBIRD DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE PLATFORM WILL BE CORRECTED OR (e) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

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Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

13. Limitation of Liability.

13.1.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACKBIRD AND ITS AFFILIATES, LICENSEES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) SHALL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:

ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE PLATFORM, EVEN IF BLACKBIRD OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES; OR

THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; ORTHE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA GENERATED, COLLECTED, PROCESSED OR MAINTAINED BY OR THROUGH YOUR USE OF THE PLATFORM.

13.2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF BLACKBIRD OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Blackbird and the Related Parties shall be limited to the fullest extent permitted by law.

14. Indemnification.

You agree to defend, indemnify and hold Blackbird and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (a) your use of the Platform; or (b) your breach of this Terms of Use.

15. Governing Law; Jurisdiction.

This Terms of Use is governed by California law, without regard to conflict of laws principles. You and Blackbird agree that the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to this Terms of Use or your access to or use of the App or the Site and agree to submit to the personal

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jurisdiction and venue of these courts. Notwithstanding the foregoing, Blackbird shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

16. General.

16.1.Assignment. The rights granted to you under this Terms of Use may not be assigned without Blackbird’ prior written consent, and any attempted unauthorized assignment by you shall be null and void.

16.2.Severability. If any part of this Terms of Use is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms of Use shall be given full force and effect.

16.3.Attorneys’ Fees. The prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to this Terms of Use.

16.4.No Waiver. Our failure to enforce any provision of this Terms of Use shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Blackbird of any provision, condition or requirement of this Terms of Use shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.

16.5.Equitable Remedies. You acknowledge and agree that Blackbird would be irreparably damaged if the terms of this Terms of Use were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of this Terms of Use, in addition to such other remedies as we may otherwise have available to us under applicable laws.

16.6.Entire Agreement. This Terms of Use, including the documents referenced in this Terms of Use, constitutes the entire agreement between you and Blackbird with respect to the Platform and supersedes any and all prior agreements between you and Blackbird relating to the Platform.

17. Contact Us.
If you have any questions or comments relating to the Platform or this Terms of Use, you

can submit a question though our Platform, send an email to at contact@blackbird.house.

18. Changes to These Terms.

We reserve the right, at our sole discretion, to amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. We will notify our Users of material changes to this Terms of Use. We want you to be informed of important changes to our terms, but some changes are not that important — we don’t want to bother you every time we

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fix a typo. So, while we may modify this agreement at any time, we will notify users of any changes that affect your rights. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part of it) with or without notice.

19. When were these Terms last updated? September 11, 2019

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