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MATTER MEMBERSHIP & SPACE ACCESS TERMS

The most current and controlling terms for MATTER membership and space access are published here in this MATTER Membership & Space Access Terms (“Terms”).

The below provides the terms and conditions between Innovation Development Institute, Inc. an Illinois not- for-profit corporation, doing business as MATTER Chicago (“MATTER”) and Member (“Member”) or Space Access User (“Space User”) as defined below. MATTER operates a coworking space at 222 W. Merchandise Mart Plaza, Suite 228, Chicago, Illinois 60654 (“Space”), which Member or Space User may have access to pursuant to this Agreement. The following is a summary of the basic terms of this Agreement, which are incorporated into this Agreement:

A. Definitions
“Member” is defined as the individual or individual employee of an accepted company who has a membership for his or her own individual use. Member, as referred to herein, encompasses Select Members, Additional Select Members, Flex Members, and Comped Members, each as defined in Section C.

“Space User” is defined as the individual who has a space access pass for his or her own individual use. Space User, as referred to herein, encompasses individuals with passes to use the Coworking Space in the Space.

It is against MATTER’s terms and conditions to share a single membership or pass, or transfer memberships or passes without prior notification and agreement with MATTER.

B. MATTER Name and Notice Address:
MATTER
222 W. Merchandise Mart Plaza
Suite 228
Chicago, Illinois 60654
Email: info@matter.health

C. Type of Membership
1. Select Membership (“Select Members”): Individual user access to MATTER startup incubation services, resources and Coworking Space.

2. Additional Select Membership (“Select Members”): Incremental users from the same company to access MATTER startup incubation services, resources and Coworking Space.

3. Flex Membership (“Flex Members”): Flex Members receive limited access to MATTER startup incubation resources and do not have access to Coworking Space at MATTER unless they purchase Space Access separately.

4. Comped Membership (“Comped Members”): Individuals may receive a complimentary membership period (“Comp Period”) associated with certain programs or relationships.

D. Type of Space Access
1. Coworking Space: Shared workspace in the Space, for individuals.

Individuals with only Space Access and who do not have a corresponding Membership do not have access to MATTER startup incubation services and resources.

Seating Availability: Seating subject to availability for all individuals with Space Access.

E. MATTER’s terms and conditions are set forth in Exhibit A and are hereby incorporated into this Agreement. Such terms and conditions are subject to change, and the most current terms are published at www.matter.health/membershipterms, which is for informational purposes only. A notification of any changes to these terms will either be sent to Members or Space Users at the time of any modifications to the email address provided to MATTER or will be posted on the MATTER Member Portal.

EXHIBIT A

In consideration of the mutual promises and obligations contained herein, the parties agree as follows:

1. Payment. Members and Space Users shall pay to MATTER the Monthly Membership and/or Space Access Fees (“Monthly Fees”) as indicated on their registration form or their Agreement by bank draft (ACH) or credit card, on or prior to the first day of each month following the date of their Agreement, without notice or demand. In the event the Agreement commences on any day other than the first day of a calendar month, the Monthly Fees for such partial month shall be prorated based upon the actual number of days this Agreement is effective during such month. The Monthly Fees may be increased once each calendar year at the sole discretion of MATTER. Upon the Effective Date of this Agreement, the Member shall pay MATTER the first month’s Monthly Fees as indicated in the first section of this MATTER Membership Form (fee will be prorated if the start date is on any day beyond the first business day of a month). This signed Agreement and billing information must be provided to MATTER before the start of Membership, including before commencing access to Space and startup incubation services.

Monthly Fees are due monthly. If payment is not received after 5 business days, MATTER shall make a second attempt. Payments received after the 5th business day are subject to a 10% late fee. If payment is not received after the 5th business day, then the Member’s membership, and any associated access to Space and/or startup incubation services, is subject to immediate termination at MATTER’s sole discretion.

If applicable, the Comp Period length and applicable start and end dates will be communicated at the time of enrollment and/or in onboarding materials. No fees are due during the Comp Period. Unless Comped Members cancel prior to the end of the Comp Period as described in this Agreement, the paid membership will begin automatically at the then-current Membership rate, and the first payment will be charged on or after the Comp Period end date. If a third party funds or sponsors the Comp Period, such sponsorship is between MATTER and the sponsor and does not alter the Comped Member’s obligations under this Agreement. MATTER may modify, limit, or discontinue a Comp Period at any time before enrollment is confirmed. Once the Comp Period is confirmed, any changes will be communicated in writing. This Agreement governs both any applicable Comp Period and any subsequent paid membership, without the need for a separate agreement.

In all cases for all membership or Space access types, billing information must be provided to MATTER before the start of accessing membership services or Space.

2. Space Specific Terms. The following terms and conditions pertain to Select Members, Additional Select Members or Comped Members accessing the Space, and to Space Users. Flex Members who only have Flex Membership and no other memberships or passes do not have access to the Space. Flex Members have the option to purchase Space Access, in which subsequently all terms applicable to Space Users will then apply.

a. Use of the Space. MATTER grants to Select Members, Additional Select Members, Comped Members and Space Users a non-exclusive right, which is non-transferable by Select Members, Additional Select Members, Comped Members or Space Users, freely transferable by MATTER, and revocable at will without cause by only MATTER, for the sole purpose of general office space and for no other activity or purpose whatsoever. Members or Space Users agree that they do not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of MATTER. MATTER will endeavor to respect reasonably security procedures to protect the confidentiality of the Member’s business.

b. Condition of Premises. By accepting this Agreement, Select Members, Additional Select Members, Comped Members or Space Users shall be deemed to have accepted the Coworking Space “as is” with no representation or warranty by MATTER regarding the condition of the Coworking Space by MATTER or its suitability for Member’s business. MATTER has no obligation to repair any part of the Coworking Space MATTER unless the obligation is set forth in this Agreement.

c. Use of Shared Resources in Space. MATTER shall provide utilities, general office services (i.e., copy machine and printer) and Internet access on an “unmetered” basis in the Space. This unmetered basis is premised on a good-faith understanding between MATTER and the Select Member, Additional Select Member, Comped Member or Space User that this privilege will not be abused. Employing MATTER services well beyond normal office use, defined as the norm among other members, without prior discussion, after having received notice that MATTER is concerned about this level of use, and having been given a reasonable opportunity to rectify it, will be considered a breach of this Agreement. An example would be printing high volumes of material, which would be a job for a printing company. Most special needs can be accommodated by prior arrangement. MATTER is particularly sensitive to conference room use in this regard. “Normal use” for purposes of conference room use, is defined as any meeting shorter than two hours that does not immediately follow, or is followed by, another reservation for the same room. Any reservation that remains vacant after the first 10 minutes of the time slot will be voided and opened for others to use freely. Conference rooms should not be used for private phone calls; phone rooms are provided for this purpose. MATTER asks that Select Members, Additional Select Members, Comped Members and Space Users schedule long meetings at the beginning or at the end of the day and not during peak business hours. More liberal usage after business hours and on weekends is permissible. In no event shall a Member use the Internet for any unlawful or illegal purpose, or for viewing pornography.

d. Decorum. Members and Space Users shall not harm or damage in any way the Space or any part thereof, commit waste, create nuisance (including bothering their neighbors or other members at the Space), make any use of the Space which is offensive in MATTER’s sole opinion, nor do any act which would, in MATTER’s sole opinion, tend to injure the reputation of MATTER. Members and Space Users agree not to send unsolicited commercial email (spam) using MATTER’s network, and to cooperate fully when requested by MATTER to remove viruses, worms, Trojans, bots or other malware from their computer systems. To minimize interference with the common wireless data and voice network(s) MATTER provides for the use of all Members, Space Users and guests of the Space, Members and Space Users agree that they will not set up an independent wireless network in the Space without prior consultation and approval from MATTER. Members and Space Users shall not make any alterations or additions, nor permit the making of holes in the Space’s walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards, promotions or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about MATTER under any circumstances without the prior written consent of MATTER. Members and Space Users shall comply with all laws, ordinances, orders and regulations affecting Member’s or Space User’s business and this Agreement. Member or Space User acknowledges that no trade or occupation shall be conducted in the Space or use made thereof, which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the City of Chicago.

e. Visitor Policy. Select Members, Additional Select Members, Comped Members and Space Users are permitted to invite guests or visitors (“Visitors”) to Space. Visitors are required to check in on each visit using the established check-in method at the MATTER reception area. Any guest of a Member or Space User, unless attending a meeting with the Select Member, Additional Select Member or Space User and said Visitor vacates MATTER after the meeting concludes, is required to purchase a separate Space Access pass for themselves. A Day Pass may be purchased in advance of the visit or on-site upon check-in. Failure of a Visitor, Member or Space User to abide by these rules may result in the immediate and indefinite suspension of Visitor’s, Member’s and/or Space User’s privileges and access to the Space.

f. Keycards. Members and Space Users are responsible for their keycards once provided, as well as those temporary keycards provided for their own Visitors. A $20 fee will be assessed in the event a keycard is lost or not returned. All keycards must be turned in to MATTER personnel by close of business on the final day of membership or at the end of Space User’s contracted access to the Space.

g. Events. Only Members with valid and active Memberships are permitted to host events at MATTER, provided that such Member provides MATTER with reasonable prior notice and MATTER approves of such event. Members are expected to abide by the event policy defined in MATTER’s documented policies.

h. End of Agreement. Upon termination of this Agreement, the Member is to vacate the Space immediately, leaving the accommodation(s) in the same condition as its original state. MATTER reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If the Member continues to use the accommodation(s) when this Agreement has ended, the Member is responsible for any loss, claim or liability MATTER incurs as a result of the Member’s failure to vacate on time.

3. Insurance. Member is responsible for maintaining, at their own expense and at all times during the Term, insurance in form and amount appropriate to their business.

4. Operating Permits. If there are any licenses, authorizations or permits required by any governmental agency or authority for the conduct of Member’s or Space User’s business in the Space, Member or Space User shall be responsible for obtaining them at Member’s or Space User’s expense. Member or Space User shall not conduct any unlawful activities in or upon any part of the Space or any part thereof. The sale of alcoholic beverages in the Space shall not be permitted.

5. Expectations. Member or Space User, in MATTER’s sole discretion of evaluation, shall operate its business in a first-class and reputable manner and shall operate its business continuously and uninterruptedly while this Agreement is in effect. Member or Space User and any member of their organizations or Visitors coming into contact with MATTER, other Members, or other Space Users are expected to conduct themselves with decorum and to behave in a civilized and respectful manner appropriate for a professional setting.

6. Publicity. Member or Space User hereby consents to MATTER’s non-exclusive, non-transferable use of Member or Space User’s company name and/or logo in connection with identifying such Member or Space User as a member of MATTER, alongside those of other member companies, on a public-facing “Membership” display on our website as well as in video and other marketing materials. Member or Space User warrants that its logo does not infringe upon the rights of any third party and that it has full authority to provide this consent. Matter or Space User may terminate this consent at any time upon thirty (30) days’ prior notice. Member or Space User shall not use the word “MATTER” in any name, logo or other means of identifying Member or Space User or its business without the consent of MATTER; provided, however, Member or Space User may use MATTER or the address of MATTER for mailing address purposes or for membership identification purposes. Any other uses of the MATTER address are prohibited without MATTER’s prior written consent.

7. Survey. Member or Space User agrees to complete various surveys upon request from MATTER from time to time. If Member or Space User does not complete any of said surveys and return them to MATTER within indicated date needed for the respective survey, MATTER will have the right on written notice to Member or Space User to either (i) terminate this Agreement in accordance with Section 8(i), or (ii) suspend any and all of Member’s or Space User’s rights under this agreement until such time as the surveys are completed and returned to MATTER.

8. Event of Default and Termination by Matter. If Member or Space User: (i) is in material breach of this Agreement for reasons other than non-payment and is unable to cure such breach within 7 days of being formally notified in writing, (ii) fails to pay the Monthly Fees in accordance with Section 1 or (iii) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Member’s or Space User’s property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement (each, an “Event of Default”), MATTER, besides having the right to immediately revoke this Agreement without serving notice to Member or Space User, shall have the immediate right to remove Member or Space User access to startup incubation services, remove Member or Space User and any persons claiming rights under Member or Space User and their property from the Space, lock and bar Member or Space User and all persons claiming rights under Member or Space User from doing business in MATTER, and all other remedies available to MATTER at law and in equity, including but not limited to the recovery of all amounts and other sums payable to MATTER under this Agreement. All rights and remedies of MATTER herein or at law are cumulative.

9. Subordination. Member’s or Space User’s rights under this Agreement shall be subject and subordinate at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting the Space; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Space or any ground leases or underlying leases for the benefit of MATTER. Termination of MATTER’s lease with Merchandise Mart L.L.C. will terminate this Agreement and all of MATTER’s obligations to the Member or Space User, unless prior written notice is provided by MATTER to Member or Space User of a new lease location for Space access.

10. Non-Solicitation. Member or Space User hereby acknowledges and agrees that it shall not employ or solicit for employment any employee, agent or volunteer of any MATTER employee during the Agreement Term and for a period of 12 months following termination of this Agreement. Solicit, as defined herein, does not imply responding to inquiries made by an individual.

11. No Affiliation. Nothing contained herein shall be construed to create a partnership, joint venture, or other affiliation between MATTER and Member.

12. Confidential Information. Member or Space User is responsible for protecting his or her own Confidential Information. “Confidential Information” includes all non-public information or material that has or could have commercial value or other utility in a Member’s or Space User’s business. Member or Space User is responsible for taking all necessary precautions to safeguard their Confidential Information including any non-technical Confidential Information such as sales, marketing, and financial information and technical Confidential Information relating to a product or process such as research, development, algorithms, data, design and know-how. Since disclosure of Confidential Information to others, including other Members or Space Users, without a confidential disclosure agreement in place may hinder the ability of a Member or Space User to protect its intellectual property, Members or Space Users may wish to consult, at their own expense, with their attorney to determine whether certain information is confidential. MATTER will not be liable for any loss of Confidential Information of a Member or Space User by actions of any party including a Member’s or Space User’s guest, Visitors, or other Members or Space Users. Affected Members or Space Users may pursue any legal remedies at their disposal against infracting members, guests, etc. All Members or Space Users including their guests in violation of this paragraph are subject to termination of membership pursuant to Section 8(i).

One of the benefits of MATTER membership is joining a community of healthcare thought leaders. With this benefit comes the expectation of strict confidentiality with respect to Members’ or Space Users’ Confidential Information by members of the community. Members or Space Users may have access or visibility to materials, data, strategies, systems, or other Confidential Information relating to other Members’ or Space Users’ products or services which is intended for internal use only. Without limiting the provisions related to Confidential Information set forth in this Section 12, any such Confidential Information acquired by Members or Space Users shall not be used, published, or divulged by the Members or Space Users or their guests to any person, firm, or corporation or in any advertising or promotion regarding the Member’s or Space User’s products or services, or in any manner or connection whatsoever without first having obtained the written permission of the affected party, which permission such Member may withhold in his or her sole discretion.

13. Notices. Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by electronic mail to MATTER or Member or Space User, as the case may be, at its respective Notice Address. Every such notice shall be deemed to have been given when delivered personally, or if electronically mailed to MATTER’s or Member’s or Space User’s electronic mail address on file, when received by the recipient. Either party may designate another address for notice by providing notice to the other of its change of address pursuant to this provision.

14. Indemnification. Member and Space User hereby agree to indemnify, defend and hold MATTER and Merchandise Mart L.L.C., their respective managers, employees, agents, contractors, lessees, parents, subsidiaries, affiliates and the successors or assigns of any of the above-mentioned parties (collectively, “MATTER Indemnitees”) harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons in any way connected with, the conduct or management of Member’s or Space User’s business, or otherwise arising from this Agreement or Member’s and Space User’s activities hereunder, including all costs, expenses and attorney’s fees. Member and Space User shall also indemnify MATTER for all costs, expenses and attorney’s fees incurred by MATTER to enforce this indemnity.

15. Waiver Of Claims. MATTER shall not be responsible or liable for, and Member or Space User hereby expressly waives, any and all claims against MATTER and MATTER Indemnitees for injury to persons or damage to Member’s or Space User’s property, regardless of the cause and in the event of casualty or condemnation. Member’s or Space User’s property located anywhere in the Space shall be there at Member’s or Space User’s sole risk. MATTER and MATTER Indemnitees shall not be liable for, and Member or Space User waives, all claims for loss or damage to Member’s or Space User’s business or damage to persons or property sustained by Member or Space User or any person claiming by, through or under Member or Space User resulting from any accident or occurrence anywhere in, on or about the Space, including, without limitation, claims for loss, theft or damage resulting from: (i) equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind or weather; (iii) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air-conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (vii) the escape of steam or water; (viii) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the Space; (ix) the falling of any fixture, plaster, tile, stucco or other material; (x) any act, omission or negligence of other members or any other persons or occupants of the Space or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi-public work; (xi) any injuries resulting from the presence, exposure or consumption of food and beverages on the premises; or (xii) any other cause of any nature. MATTER does not make any representations as to the security of MATTER’s network, the internet, or of any information that the Member places on it. The Member is solely responsible for adopting security measures (such as encryption) that are appropriate to its circumstances. MATTER cannot guarantee that a particular degree of availability will be attained in connection with Member’s use of MATTER’s network (or the internet). MATTER shall not have any liability for any issues related to the internet and network, including connectivity and security.

16. Change Or Termination Of Membership. Members and Space Users may request changes to their membership type, or may terminate their membership, by providing MATTER at least 6 business days’ prior written notice to info@matter.health, ventures@matter.health or operations@matter.health. All changes in membership type are subject to approval by the MATTER team. In the case of a Member’s termination, Member is required to participate in an exit interview with MATTER.

17. Limitation of Liability. To the maximum extent permitted by law, the aggregate monetary liability of MATTER to a Member or Space User for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by Member or Space User to MATTER for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. MATTER will not be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. Member and/or Space User acknowledge and agree that Member or Space User may not commence any action or proceeding against MATTER, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.

18. Surrender. Personal property of Member or Space User not removed after termination of this Agreement within 48 hours shall become property of MATTER, at MATTER’s option.

19. HIPAA Waiver. HIPAA COMPLIANCE DISCLAIMER AND ACKNOWLEDGMENT: Member or Space User hereby acknowledges that it has been informed by MATTER that the Space and the services provided pursuant to the Agreement are not compliant with the Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. Section 6809) and implementing regulations thereof (“GLB”), Health Insurance Portability and Accountability Act of 1996 and its implementing regulations set forth at 45 C.F.R. Part 160 and Part 164, Subparts A and E , and 45 C.F.R. Part 160, Part 162 and Part 164, Subparts A and C (collectively, “HIPAA”) and the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (“HITECH”). Notwithstanding the above, Members or Space Users may at their own cost and expense and without interference to the other Members’ or Space Users’ business, and without alteration to the facilities and infrastructure of MATTER (unless such alterations receive consent from MATTER), establish HIPAA- and HITECH-compliant procedures with respect to the operations of their business within the Space (collectively, the “Procedures”). Member or Space User acknowledges that MATTER shall not be responsible for the enforcement of the Procedures or violation of the Procedures by any other members or any other persons or occupants of the Space.

20. Legal Disclaimer. MATTER shall have no obligation to enforce the provisions set forth in this agreement and in no way shall be liable to Member or Space User for any breach of these provisions by any other Member, Space User or Visitor.

21. Assignment. Member or Space User shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this Agreement or any interest therein, without MATTER’s prior written approval, which may be withheld at MATTER’s sole and absolute discretion.

22. No Waiver. The failure of MATTER to insist upon strict performance by Member or Space User of any of the conditions, provisions, rules and regulations, expectations and agreements in this Agreement, or to exercise any option, shall not be deemed a waiver of any of MATTER’s rights or remedies, and shall not be deemed a waiver.

23. Changes to Agreement. From time to time, MATTER may make modifications, deletions or additions to this Agreement and will provide Member or Space User with notice of such changes, by emailing the email address provided to MATTER or by posting a notice on the MATTER Member Portal.

24. Attorney’s Fees. Member or Space User shall reimburse MATTER for all reasonable expenses and attorneys’ fees and disbursements that MATTER incurs in connection with a breach or default by Member or Space User under this Agreement or enforcement of any provision or covenant of this Agreement against Member or Space User, regardless of whether suit is commenced or judgment is entered.

25. Choice Of Law; Severability. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois without application of its conflict of laws principles. All dispute resolution proceedings will be conducted in Cook County, Illinois. If any provision of these terms and conditions is held to be invalid, illegal or unenforceable under the applicable law, the other provisions shall remain in full force and effect and such invalid, illegal or unenforceable provision shall be reformed and construed so that it will be valid, legal and enforceable to the maximum extent permitted by law.

26. Entire Agreement. This Agreement contains all the covenants, promises, agreements, conditions and understandings between MATTER and Member or Space User. This agreement supersedes all other agreements between MATTER and Member or Space User.