Club Entry Agreement

This Membership Agreement (“This Agreement”) is made between (“The Member”) and Mindshare Club, LLC, (“Mindshare Club”) located at 5669 N Oracle Rd, Suite 2102 Tucson, AZ 85704. The parties agree to the following:

1) Membership Terms

The term of this Agreement shall commence on the date of signing and continue in perpetuity or until terminated by either party.

• Membership duration. Membership will commence at the time of first payment received, or at the date (“Start Date”) agreed upon below. Membership periods are paid on a month-to-month basis.
• Membership Rules and Guidelines. The Member hereby agrees to abide by all of the Mindshare Club handbook policies, rules and guidelines. The Member acknowledges that any failure to abide by the Mindshare Club handbook may result in immediate termination of This Agreement. (Payments and Refunds: Section 2B)

2) Payments and Refunds

Recurring memberships are billed on a monthly basis. Monthly payments will be deducted automatically every 30 days (approx.). National holidays may affect the date of auto payments. Additionally:

• In the event of a missed payment or if the payment is past due by more than 5 business days; This Agreement will be terminated and access to Mindshare Club and its resources/ materials will be immediately revoked.
• Mindshare Club does not offer refunds or money-back guarantees for any reason. The Member recognizes and agrees they are not entitled to a refund under any circumstance.

3) Club Access

Mindshare Club grants The Member non-exclusive rights to use, in common with all other Members and Drop-In Members, the co-working area, podcast studio, conference room, photography studio, the kitchen, bathroom, and eight private office pods. The term “Common Area” shall mean all areas within the Mindshare Club facility. The Member is permitted to access the facility (7) days a week, (24) hrs a day. Access hours may be restricted for repairs or maintenance. The Member may use the plaza parking lot only while using the facility. Vehicles may not be left overnight or for any duration while not using the facility. The Member accepts and understands that parking privileges granted are not personal to The Member. The use of reserved parking spaces is prohibited.

4) Courses, Materials and Events

In addition to facility access, The Member is granted access to Materials, courses and events created, curated, or hosted by Mindshare Club. The term “Materials” shall mean all digital and/ or physical products including but not limited to: digital courses, worksheets, books, audio recordings, or any form of educational material. In the event of This Agreement termination, all access to materials will be revoked. These Materials are owned by Mindshare Club and may not be redistributed, reproduced, or shared.

5) Proprietary Rights

Mindshare Club retains ownership of any intellectual property Mindshare Club LLC currently owns that may be incorporated or offered during the duration of This Agreement. Mindshare Club shall be the owner of all right, title, and interest in any intellectual property created for The Member’s use.

6) Intellectual Property Warranty

The Member warrants and represents that it will not knowingly violate the intellectual property rights of any third party throughout the entirety of This Agreement. Mindshare Club warrants and represents that any content provided to The Member to facilitate their business endeavors shall not violate the intellectual property rights of any third party, and The Member shall indemnify Mindshare Club against any claim that results from the use of such allegedly infringing content.

7) Membership Terms

With respect to the terms of the Membership:

"flex membership" (may also be referred to as "full" or "unlimited") shall refer to a tier of membership offered by Mindshare Club LLC that entitles the "Full Member" to access to and use of the coworking office space and all advertised amenities, services, and facilities provided by Mindshare Club LLC during regular business hours or as otherwise specified by Mindshare Club LLC. This flex membership is subject to the terms and conditions set \forth in the Mindshare Club LLC Membership Agreement, and any additional policies or guidelines as may be established by Mindshare Club LLC from time to time. The scope and privileges of the flex membership may be subject to change at the sole discretion of Mindshare Club LLC, with proper notice to Full Members as required by applicable law or the Membership Agreement. Access may be revoked at any time at the sole discretion of Mindshare Club LLC. Any due payment failure will automatically result in revoked access.

"Single Day Membership" shall refer to a membership option offered by Mindshare Club LLC that entitles the "Single Day Member" or "day pass member" to access and use of the coworking office space and all available amenities, services, and facilities provided by Mindshare Club LLC, equivalent to the privileges of a flex membership, but only for a 24-hour period on a specific day selected by the user. This Single Day Membership is subject to the terms and conditions set forth in the Mindshare Club LLC Membership Agreement, and any additional policies or guidelines as may be established by Mindshare Club LLC from time to time. The Single Day Membership commences at 12:00 a.m. on the selected day and expires at 11:59 p.m. on the same day, regardless of the actual time the Single Day Member begins using the space. The scope and privileges of the Single Day Membership may be subject to change at the sole discretion of Mindshare Club LLC, with proper notice to Single Day Members as required by applicable law or the Membership Agreement. Access may be revoked at any time at the sole discretion of Mindshare Club LLC. Any due payment failure will automatically result in revoked access.

Base Membership Dues

The Member shall pay Mindshare Club from the Commencement Date and throughout the term of this agreement, payable on a monthly basis (“Base Membership Dues”). Base Membership Dues are due no later than (5) business days of the payment period. Payment periods are every (30) days from the day in the month with which The Agreement was commenced.

Operating Costs

Mindshare Club, shall pay all Operating Costs on the Facility. “Operating Costs” is defined as the total cost and expense incurred in operating, managing, insuring, equipping, lighting, repairing, maintaining and policing the Facility.

Payment of Membership Dues

Base Membership Dues and Operating Costs under This Agreement may collectively be referred to as “Membership Dues.” All Membership Dues shall be paid digitally via The Member portal. Mindshare Club, agrees, on request, to provide statements to The Member as to the manner of computation of any and all charges due from The Member under the terms of This Agreement, and an itemization of the various costs included therein.

Damages and Theft

1. By using the Services provided Mindshare Club LLC, you, the member, agree to be responsible for any damages or theft caused by you while using the Services, including, but not limited to, any harm or loss to Mindshare Club LLC's property, equipment, or other materials ("Company Assets") and any damage or theft affecting third-party property or individuals.
2. You acknowledge and agree that you shall exercise due care and diligence while using the Services and take reasonable steps to prevent any damage or theft. This includes, but is not limited to, complying with all applicable laws, regulations, and Company policies, as well as reporting any observed or suspected instances of damage or theft to Mindshare Club LLC or appropriate authorities immediately.
3. In the event of any damage or theft caused by you, whether intentionally or negligently, you agree to promptly notify Mindshare Club LLC and provide all necessary information related to the incident. You further agree to cooperate with Mindshare Club LLC, law enforcement, and any other relevant parties during the investigation and resolution of the incident.
4. You shall be financially responsible for any costs, expenses, or losses incurred by Mindshare Club LLC or any affected third parties as a result of the damage or theft caused by you while using the Services. This may include, but is not limited to, repair or replacement costs for damaged or stolen property, legal fees, and any applicable fines or penalties.
5. Mindshare Club LLC reserves the right to seek full compensation for any damages or theft caused by you while using the Services, including pursuing legal action or engaging in debt collection efforts. You agree to indemnify, defend, and hold harmless Mindshare Club LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your actions related to the Services, including but not limited to damages or theft.
6. Mindshare Club LLC, at its sole discretion, may suspend or terminate your access to the Services if it determines that you have caused damage or theft, violated any applicable laws or regulations, or breached any terms of this Agreement. You remain responsible for any outstanding fees, charges, or costs incurred prior to the suspension or termination of your access to the Services.
7. Mindshare Club LLC is not responsible for the injury of you or your guests, the lost or damage of your personal belongings, or the lost or damage of your guest's personal belongings while while using the Services.

8) Notice

Any notices required or permitted to be given hereunder shall be given via email to Mindshare Club at: mindsharecowork@gmail.com

9) Waiver

No waiver of any term, condition, or breach of This Agreement shall be valid or binding on Mindshare Club unless agreed to in writing by Mindshare Club. The failure of Mindshare Club to enforce at any time the provisions of This Agreement shall in no way be construed as a present or future waiver of any of the provisions of This Agreement, nor in any way affect the validity of either Party's right to enforce each and every such provision at any and all times thereafter. If Mindshare Club fails to make a statement or comment regarding any of its rights, this does not exclude Mindshare Club from its rights and no such Mindshare Club rights are waived. If Mindshare Club chooses to waive a right one time, this does not further waive such right by Mindshare Club or Mindshare Club’s rights in the future.

Headings

Headings are included for convenience purposes only and shall not affect the construction of This Agreement.

Subcontracting and Assignment

Mindshare Club reserves the right to subcontract any services provided under this Agreement at any time to a subcontractor of Mindshare Club’s choosing without notice to The Member. This Agreement is not assignable by The Member in any manner and may not be subcontracted by The Member. Any attempt by The Member to assign or subcontract the whole or any portion of This Agreement shall be voidable at any time at Mindshare Club’s option and, even if not voided by Mindshare Club’s after notice, shall not relieve The Member from any of the obligations which are imposed on The Member by This Agreement.

No Third Party Rights

Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties to This Agreement any legal or equitable right, remedy, or claim under or with respect to This Agreement or any provision of This Agreement. This Agreement and all of its provisions are for the sole and exclusive benefit of the Parties to this Agreement.

Modifications and Amendments

This Agreement may be modified or amended at any time and from time to time, but any modification or amendment must be in writing and signed by each party.

Severability

If any portion of This Agreement is held to be unenforceable, it shall not affect the remaining portions of This Agreement, which shall remain in full effect. If any portion of This Agreement is held to be unenforceable, then the unenforceable portion shall be construed in compliance with applicable law in a light most favorable to the original intentions of the parties. If the unenforceable portion of This Agreement is found by a competent court of the jurisdiction under which this Contract is enforceable to be contrary to law, then it shall be changed and interpreted to best reflect the original intentions of the parties, and all other provisions shall in no way be affected or invalidated.

Force Majeure Clause

In the event either party is unable to perform its obligations under the terms of This Agreement because of, including but not limited to: acts of God, strikes, government restrictions, communicable diseases, epidemics, pandemics, national disasters, or other causes reasonably beyond control, such party whose performance is affected shall notify the other party of the Force Majeure Event and its impact on performance under This Agreement. The party whose performance is affected shall use reasonable efforts to resolve any issues resulting from the Force Majeure Event to perform obligations under This Agreement. The party whose performance is affected shall not be liable for damages to the other party for any damages resulting from such failure to perform or otherwise from such causes.

E-Sign Consent

You may be asked to provide a digital signature to enter into a binding contract with Mindshare Club LLC or its partners. Your electronic signature is legally binding and has the same effect as a handwritten signature. You have the right to withdraw your consent to receive electronic records and to use electronic signatures at any time. However, withdrawal of your consent may result in the termination of your account and/or access to our services.

SMS MESSAGES

1. By providing your mobile phone number to mindshare Club LLC, you expressly consent to receive text messages (SMS) related to your account with Mindshare Club LLC, including, but not limited to, account updates, notifications, promotions, and customer service communications (collectively, "Account Updates").
2. You acknowledge and agree that the frequency of such text messages may vary, and you understand that message and data rates may apply according to your mobile carrier's terms and conditions. You are responsible for any fees, charges, or costs associated with receiving text messages from Mindshare Club LLC.
3. You may opt out of receiving text messages for Account Updates at any time by contacting Mindshare Club LLC's customer support. Upon receipt of your opt-out request, Mindshare Club LLC will cease sending text messages for Account Updates to your mobile phone number. However, this may result in the termination of your account.
4. Mindshare Club LLC is not responsible for any technical issues or delays in the delivery or receipt of text messages, including, but not limited to, those caused by your mobile carrier, network congestion, or other factors outside Mindshare Club LLC's control.
5. Mindshare Club LLC is not responsible for any technical issues or delays in the delivery or receipt of text messages, including, but not limited to, those caused by your mobile carrier, network congestion, or other factors outside Mindshare Club LLC's control.
6. Mindshare Club LLC reserves the right to modify, suspend, or discontinue its text messaging service at any time, with or without notice. Your continued use of the Services following any such changes constitutes your acceptance of these changes.

10)Guest Responsibility

ONLY Full members may bring guests to the Mindshare Club facility subject to the following conditions:

• The Member must accompany their guest(s) at all times during their visit at the facility.
• The Member is responsible for ensuring that their guest(s) adhere to all Mindshare Club policies, rules, and guidelines.
• Any damages to Mindshare Club property or any other misconduct caused by the guest(s) will be the financial responsibility of the Member who brought the guest(s).
• Mindshare Club reserves the right to seek full reimbursement for damages or losses from the Member, including but not limited to legal fees and repair or replacement costs.

This clause applies universally to all Members, including those with flex memberships, Single Day Memberships, and tour participants. All Members, regardless of membership type, are subject to the terms outlined in this section.

Universal Applicability

This Agreement applies universally to all Members of Mindshare Club, including those with flex memberships, Single Day Memberships, and tour participants. All terms and conditions set forth herein, unless otherwise specified, are to be adhered to by all Members irrespective of their membership type.

Entire Agreement

This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement of the Parties relating to the rights granted and obligations assumed in This Agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged.

All Rights Reserved

All rights not expressly granted in This Agreement are reserved by Mindshare Club.

Counterparts and Facsimile

For the convenience of the Parties, This Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to This Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

Non-Disparagement

The Member agrees to not take any actions and refrain from making any statements, whether oral or in writing, that negatively impact the Mindshare Club's business, services, products, or reputation.

Dispute Resolution

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES. Any and all disputes arising under This Agreement shall be resolved through a binding arbitration. In the event a dispute shall arise between the Parties to This Agreement, it is hereby agreed that the dispute shall be referred to an arbitration service in the State of Arizona by agreement of the Parties for arbitration in accordance with the Arizona Rules of Arbitration. The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including reasonable attorney’s fees for having to compel arbitration to defend or enforce the award.

Venue and Applicable Law

This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Arizona. Both Parties agree to submit to the jurisdiction of and venue in the State of Arizona. Should any claim or controversy arise between the Parties under the terms of This Agreement, such a claim or controversy shall be resolved only in the State of Arizona.

Successors in Interest

The covenants, agreements, terms, conditions, and warranties of This Agreement shall be binding upon the inure to the benefit of Mindshare Club and The Member and their respective heirs, executors, administrators, successors, and assigns, but shall create no rights in any other person except as may be specifically provided for herein.

Review copy; official agreement controls

The agreement above is shown for your review only. If you change, copy, edit, highlight, annotate, or otherwise alter how it appears on your device, that does not change the Agreement or any of its terms. By signing below, you acknowledge that your signature is to the official, unmodified agreement as made available by Mindshare (including any counterpart delivered or published separately), and you agree to be legally bound by that official version—not by any edited or reformatted copy on screen. If there is any conflict between what you see here and the official agreement, the official agreement controls.

In witness whereof, the parties have caused This Agreement to be executed by their duly authorized representatives, as of Apr 10, 2026