Membership Agreement

Updated: July 3, 2025

Ethera is committed to continually improving our products, services, and member experience. This updated Membership Agreement completely replaces all previous versions. Please be aware that by accessing and using Ethera’s platform on or after the date above, you acknowledge and agree to be contractually bound to these updated agreements. For any questions, please contact support@myethera.com.

CODE OF CONDUCT

Ethera’s mission is to provide a shared, community‐driven workspace for independent private practitioners. Ethera aims to support mental health and wellness professionals by providing a range of services to individuals and businesses. As a member, you are not just a customer of Ethera; you are also an active part of the Ethera community. At Ethera, we aspire to and expect those who join our community to share in our values of:

Collaboration over Competition
Community of Agendas
Growth over Stagnation
Abundance over Scarcity
Learning over Expertise
Friendship over Foe-ship

EXPECTATIONS

We expect members to take care of themselves, each other, and the Space.
Be kind, welcoming, and encouraging to each other. Create opportunities to connect with one another and collaborate.
Take care of Ethera as if it is your home (or better); leave the rooms the way you found them, or better.
Treat others with professionalism and respect their privacy. Do not disturb those who are hard at work and obviously not wanting to engage with others (we all know the universal sign for “do not disturb” is having headphones on).

UNACCEPTABLE BEHAVIORS

Intimidating, harassing, abusive, discriminatory, derogatory, or demeaning speech or actions by anyone in our space, online networks, and in all related events and communications, will not be tolerated. Harassment includes, but is not limited to, reasonably offensive verbal comments related to gender, gender identity and expressed sexual orientation, disability, physical appearance, race, ethnicity or religion; sexual images in public spaces; deliberate intimidation; stalking; following; harassing photography or recording; sustained disruption of talks or other events; inappropriate physical contact; and unwelcome sexual attention.

Impact over Intention – Recognize the effects of your actions are more important than your intent.
See Something, Do Something – Intervene directly (or find someone to help) when witnessing abusive behavior of any degree. Alert our staff if you notice a dangerous situation, someone in distress, or violations of this code of conduct, even if it seems inconsequential. You can also send your report via email to hello@myethera.com

ENFORCEMENT

Consequences of Violations: Unacceptable behavior from any member, including event organizers, staff and guests, will not be tolerated. Anyone asked to cease a violating behavior is expected to comply immediately and will be asked to leave the premises. We may additionally decide to take any action we deem appropriate, including, but not limited to, a temporary or permanent ban from Ethera without warning and without refund of prepaid fees.

Three-Strikes Rule: Members who commit three rule violations within one year may have their membership terminated immediately. Please note that although we will attempt to communicate with you about violations, members are responsible for self-monitoring their rule compliance, and notifications may be sent only after the third violation, followed by a termination notice.

HOUSE RULES

19712 MacArthur Boulevard, Suite 110, Irvine, CA 92612
150 North Santa Anita Avenue, Suite 800, Arcadia, CA 91006

The “House Rules” are enforced to ensure that all members have a professional environment to work in. The House Rules may be revised from time to time at our sole discretion. Revisions to House Rules shall take effect immediately upon their posting at the Space, on the Ethera App or written notice to you. It is critical that you observe and comply with all House Rules when accessing or using the Space, including without limitation the building and property where the Space is located. If we determine, in our sole discretion, that you fail to or are unable to comply with the House Rules, we may suspend or terminate your membership and access to the Space at any time. House Rules apply to everyone who accesses the Space, including without limitation all guests. It is your obligation to notify any of your guests about the House Rules and any information that may be applicable to their access and use of our Space. References to “others” in these House Rules refer to everyone who may access or use the Space.

Be considerate. Do not disturb others and treat others how you would want to be treated.
Respect the time of others. Be mindful of the start and end times of your booking, as others may be utilizing the room or waiting to utilize the room. Please understand you are only allowed to utilize the room you booked, for the time you booked. Do not assume another room is available, even if it appears unoccupied. Room bookings may start at :15, :30, or :45 past the hour, so a room that looks empty may be reserved. You are responsible to book extra time before or after your session as needed. All edits to room bookings, including time changes or room swaps, must be made through the app (mobile or desktop) before your booking begins and prior to using the room.
Please reset the room, leave the door open, and lights off for the next member after your booking.
Keep noise levels down in the common areas, especially the hallways. Use headphones when using any audio video device.
Conduct phone conversations or conference calls in the designated phone booth so as to not disturb others. If others notify you that your engagement in such activities is disturbing, promptly relocate or terminate your call.
The phone booth is intended for short calls lasting 20 minutes or less and should not be used for extended sessions.
To accommodate members with sensitivities and allergies, please refrain from using strong scented perfumes/colognes.
Respect the privacy of others. Although acoustical measures have been taken to minimize sound from traveling around the Space, remember that anything said should be expected to be heard by others.
Accompany your non‐member guests in the Space at all times, except in the front entrance waiting area. Your guest must check in on the kiosk before accessing or using the Space. Remember, you are responsible for your guests’ actions at all times.
The Coworking Lounge is for Ethera members only. Do not bring non‐members, including clients, friends, family, or colleagues, into areas in the Space designated for members only.
You are responsible for not damaging the Space, including any furniture, fixtures, and equipment in the Space. Examples of damage include without limitation: breakage, theft, and staining beyond normal wear and tear. Any member found responsible for such damages may be liable for repair or replacement costs. Should you be responsible for damage, please inform Staff immediately.
Clean up after yourself, including restoring the location of any furniture, fixture, and equipment as you found it. Please refrain from eating in the rooms; drinks are allowed. Remember to wipe down all surfaces after use, and do not leave dishes in the sink, rooms, or lounge. If the dishwasher says DIRTY, you may load your dishes in there. If the dishwasher says CLEAN, then hand-wash your dishes and leave them on the drying rack. Food left in the refrigerator or microwave may be discarded by us.
Do not remove any furniture, fixtures and equipment from the Space. Do not move furniture from one office into another.
In order to provide temperature stability and consistency, please do not adjust the thermostats within the space. Our office is set to be around 70 degrees, so please plan and dress accordingly. Please contact Ethera staff if the thermostat needs to be adjusted.
Do not lend keys or share your Access Device with anyone. You must physically be at the Space to utilize digital keys via the Ethera App or Avigilon Alta Open.
Do not share WiFi passwords with any guests. All guests may only connect to the Guest WiFi network.
Do not bring pets at any time. Service animals, certified and insured therapy animals, and/or emotional support animals are welcome in our designated animal friendly rooms (Room K and Room M). To mitigate allergen exposure, please refrain from having animals in common areas for extended periods of time. If your client is requesting to bring their ESA, please have a discussion with them regarding their need for an ESA present in session. We request that should you want to allow an ESA, the animal is well trained to stay quiet and in their carrier or on the floor, as well as potty trained. You are responsible for any damages that may occur.
You may park bicycles outside in designated areas in accordance with all applicable laws and regulations. Please request our written approval to bring bicycles into the Space.
Do not place any decorations, signage, or lettering anywhere without our prior written consent.
Do not bring any flammable or hazardous substances.
Do not spam, post or download files that you know or should know are illegal or that you have no rights to.
Do not access any other electronic devices connected to our network or servers or the Internet that you do not have permission to access.
Do not use the Services in connection with contests, pyramid schemes, chain letters, junk emails, spamming, or any other duplicative or unsolicited message (commercial or otherwise).
Do not defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others.
Do not publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information on or through our network or servers.
Do not upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar malware or program and may damage the operation of our network or servers or the electronics of others.
Do not harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.
Do not bring or use any intoxicating substances (alcohol or drugs, whether legal or not).
No smoking (including vaping).
You should be aware that there are security cameras at the therapist entrance, waiting area, and play room, and more may be added throughout the Space in the future.
Though not required, it is strongly suggested that you carry a renter’s insurance policy to cover your own property while using the Space.
All food and drink (including food at parties, lunches, dinners, etc.) consumed socially at the Space is considered to be offered by one member or guest to another, and is not in any way warranted, provided or monitored by us. You agree to indemnify and hold us and the Ethera Parties harmless from and against all liability of every kind and nature arising out of food and drink provided by you or your guest to others.

PRICE GUIDE

This “Price Guide” sets forth the pricing and payment processes for our Services.

Payments. By signing up for an Ethera Membership or any other Services and providing your payment information, you agree to pay us the recurring and nonrecurring fees associated with your Ethera Membership and the specific Services you are purchasing. You may only use one (1) payment method at any given time to make payments for all Services you purchase in a single transaction. You are required to keep your payment information accurate and up to date. You acknowledge and agree that the payment method that you provide will be automatically charged the fees and any other amounts you may incur or be liable for (including for damages caused to any of our property or Space) in connection with the Agreement. If any payments due are not made within one (1) week of you incurring such amounts due, then your Ethera Membership and use of the Services may be immediately suspended, and the Agreement eventually terminated, if we are unable to charge your payment instrument for any reason.
Membership Fee. The monthly recurring Membership Fee shall be charged on the first (1st) week of each month. If you sign up on a day other than the first (1st) day of the month, then the Membership Fee shall be prorated and calculated based on a thirty‐day (30‐day) month and the actual number of days remaining in that first (1st) month.
Room Bookings. We have rooms within the Space that may be booked on demand on a first‐come, first‐serve basis. The different types of rooms available and their respective Booking Rates are shown in the chart above. Rooms may be booked in increments of fifteen (15) minutes, with a minimum of one (1) hour per booking. You can book rooms for the current month and the following month. Members cannot make room bookings on behalf of another member. You may change rooms, edit the start time, and add more time to your booking at any time before your booking has started, including day of, as long as the change is for the same day. You will NOT be able to change the room, start time, or add more time after the booking starts, and you will NOT be able to subtract time or change the date. For example, if you have a booking on Friday the 29th from 1-2 PM, but your client tells you they can’t make it until 2 PM, you have until Friday the 29th at 12:59 PM to modify your booking time to 2-3 PM.
Room Booking Interval Policy. You may only book the same room if it’s consecutive hours. Otherwise, there must be at least a 1-hour gap between bookings for the same room OR you may book a different room. For example, if you book Room A from 1-2 PM, you may book Room A again from 2-3 PM, 3-4:30 PM, 4:30-5:30 PM, and so on (these are consecutive hours). If you book Room A from 1-2 PM, but your next session starts at 2:15 PM or 2:30 PM, you will need to book a different room.
Booking Cost. The cost for each booking equals the number of hours booked multiplied by the applicable Booking Rates, and is non‐refundable once booking is charged at the end of each month. Your pricing Tier resets to “1” at the start of each month. As you make bookings throughout the month, your Tier moves up at the increments shown in the chart above based on the cumulative total number of hours you have booked. Each month starts at 12:00 AM on the first day of the month and ends at 11:59 PM on the last day of the month (local time of the Space). You will be charged for a full hour for any amount of time gone over your booking.
Booking Cancellations. You are allowed up to ten (10) cancellations per month for bookings (the “Monthly Cancellation Allowance”). The cancellation must be made at least twenty‐four (24) hours prior to the start time of the booking. Any cancellations made within one (1) hour after you make the booking shall not counted towards your Monthly Cancellation Allowance. Ethera reserves the right to cancel your booking at any time prior to the start time of the booking. All bookings and cancellations will be calculated within the same billing cycle. For example, if you had 2 bookings ($50) and canceled 1 booking (-$25), then you will only be charged $25.
Ethera Credits can only be applied towards the cost of bookings and cannot be used to pay for any other Services. Ethera Credits may only be used while your Ethera Membership is in good standing and shall automatically expire upon the expiration or termination of the Agreement.
No Refunds. All costs we charge in connection with the Agreement are non‐refundable except as otherwise specified herein.
Insufficient Funds; Chargeback. Due to the additional administrative burdens we incur, we will charge you a fee for any returned or declined payment or chargeback, which fee shall be equal to twenty percent (20%) of such amount or one hundred dollars ($100.00), whichever is greater.
Membership Pause or Cancellation. You are allowed to pause membership for two (2) to six (6) months, one time in a 12-month period. If you cancel your membership, there is a 6-month waiting period to reactivate your membership. If you would like to re-join sooner (within that 6-month period), a $100 reactivation fee will apply. We require a minimum of seven (7) days written notice for any membership pauses or cancellations. Please email support@myethera.com to request a Membership Pause Form or Membership Cancellation Form.
Ethera Insurance Program. The Ethera Insurance Program encompasses comprehensive support for members, including insurance education, credentialing, billing, and claim submissions. Upon signing up for the program and undergoing credentialing through Ethera, members will be required to accept a separate Ethera Insurance Program agreement.

MEMBERSHIP AND OFFICE SERVICES AGREEMENT

This Membership and Office Services Agreement (the “Agreement”) describes the terms and conditions under which we will provide you the professional office services as described herein (the “Services”) at the specific location(s) listed herein (the “Space”). In addition, your use of the Services and Space are subject to our (a) House Rules and (b) Price Guide. This Agreement includes your rights and obligations as well as our rights and obligations. By signing this Agreement, you are signing up for being a member of Ethera (an “Ethera Membership”), and for as long as this Agreement is in effect, you will continue to be a member.

Parties. The entity with which you are entering into this Agreement is Ethera OC, LLC and Ethera SGV, LLC, a California limited liability company (known in this Agreement as “we”, “our”, “us”, or “Ethera”). References to “you”, “your”, “member”, and similar words in this Agreement refer to each Ethera Member. You agree to be bound by this Agreement. If you are a corporation, then each individual executing this Agreement on your behalf represents and warrants that they are duly authorized to execute and deliver this Agreement on your behalf and shall deliver appropriate certification and corporate resolution to that effect. If you are a partnership, limited liability company or other unincorporated association, then each individual executing this Agreement on your behalf represents that they have all necessary rights, authority and consent to bind you to this Agreement.
Services. The Services include your non-exclusive access to and use of our member network, member-only events, the Space, the Ethera App, and other related services and features we may provide from time to time to our members.
Additional Terms. Some parts of the Service may be subject to additional guidelines, rules, terms, conditions, privacy policies, and payment obligations (“Additional Terms”), which will be posted with those parts of the Service or otherwise communicated to you. By using those parts of the Service, you accept the applicable Additional Terms, and those Additional Terms will be incorporated in this Agreement by this reference. To use the Services, you will have to utilize the Ethera App at https://provider.ethera.app. To use the Ethera App, you agree to the Additional Terms posted therein. To use our wireless network, you agree to our Wireless Network Terms of Service.
Subject to Change. We, at our sole discretion, may change the availability and scope of the Services from time to time. We may also make changes to this Agreement at any time and we will provide you with written notice of the changes that apply to you. All changes will be effective immediately upon notice unless otherwise stated, except that pricing and fee changes will be effective no sooner than sixty (60) days after notice. If you do not agree with the changes, then you may cancel this Agreement at any time, but note that there are no refunds for early cancellation.
Space. The Space means the professional offices located at the following address(es):

19712 MacArthur Boulevard, Suite 110, Irvine, CA 92612
150 North Santa Anita Avenue, Suite 800, Arcadia, CA 91006

The Space includes the fixtures, furniture and equipment in the Space.
THIS IS NOT A LEASE. At all times, the Space shall remain in our possession and control. You accept that this Agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to any portion of the Space. Your presence at and use of the Space is commercially similar to an agreement for hotel accommodations or a gym membership. We are giving you the right to share the use of the Space with us and with other members of our community.
Keys and Passwords. You may not allow anyone else to use your account and you are prohibited from sharing your credentials, keys, passwords, or any other means of accessing the Service or Space (each, an “Access Device”). You are solely responsible for maintaining the confidentiality of your passwords and security of your Access Devices. You must promptly notify us if you suspect any of your passwords or Access Devices has been compromised. We shall remain the owner of all Access Devices and you must return any Access Devices provided to you immediately upon termination or expiration of this Agreement. A replacement fee will be charged to You for any lost or damaged Access Devices.
Automatic Renewal. The “Term” of this Agreement shall commence as of the Effective Date and will continue month‐to‐month (each, a “Period”) until terminated as provided herein. All Periods shall run to the last day of the month in which they would otherwise expire, and all automatic renewals begin on the first (1st) day of the next month. If you do not wish for this Agreement to renew, you must provide a minimum of seven (7) days written notice via email to support@myethera.com to cancel your membership. Please note there are no refunds for early cancellation. We may decline to renew this Agreement at the end of each Period for any reason or for no reason.
No Mailing Address. You may use the address of the Space as your physical office address if it is permitted by law. However, you may not use the address of the Space as your mailing address. We will not accommodate mail collection for any members.
File Storage. We do not provide secure storage for physical files and documents. You are not permitted to store any paper client files or other paper documents at our Space.
Use of Our Name. You may not use our name (i.e., Ethera) in any way without our prior written approval.
Personal Property. You are responsible for your own belongings. We are not responsible for any property you bring into our Space. It is your responsibility to ensure you have retrieved all your property prior to leaving the Space. If any of your property remains in our Space, then you agree to let us dispose of such property after providing you with reasonable notice, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying all reasonable costs we incur in the handling or removal of such property.
Excessive Cleaning and Damage. You agree to be held liable and hereby authorize us to charge you for any excessive cleaning costs and the repair or replacement costs of damage to our Space and items therein caused by you or your guests, invitees and anyone on‐site with your permission, either express or implied, including but not limited to all employees, contractors, agents, and clients. If we decide, in our reasonable discretion, that your use of the Space and any Services is excessive, then we may charge an additional fee for such excessive usage.
Discounts, Promotions and Offers. We have the right to discontinue any discount, promotion or offer without notice if you materially breach this Agreement.
Taxes. You agree to promptly pay: (i) all sales, use, excise, consumption, and any other taxes and license fees which you are required to pay to any governmental authority as a result of any activities conducted at the Space or using our Services (and, at our request, you will provide to us evidence of such payment) and (ii) any taxes paid by us to any governmental authority that are attributable to your accommodation, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax/duty or other documentary taxes and fees. These charges may show up on our invoices, statements or be separately billed to you. If separately billed, then the payment is due within seven (7) days after the billing date.
Account Termination. If you are in violation, or if we suspect that you are in violation, of the House Rules or any other provisions of this Agreement, then we may terminate this Agreement at any time with immediate effect and possibly without prior notice to you. If we terminate this Agreement, it does not put an end to any of your financial obligations, including, without limitation, for the remainder of the Period for which this Agreement would have lasted if we had not terminated it. Sections 12, 13, 15, 23‐32 shall survive any termination or expiration of this Agreement.
Price Guide. The “Price Guide” provided to you contains important pricing and payment information, and is hereby incorporated into this Agreement. Our rates are subject to change at any time with notice.
House Rules. Each Space has its own set of “House Rules” which you must comply with. The House Rules of any Space you access are hereby incorporated into this Agreement. In general, you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to the Space, us, our employees, other members, any guests, or any other third parties or property. It is your obligation to notify any of your guests about the House Rules and any information that may be applicable to their access and use of our Space.
Other Members. We do not control and are not responsible for your actions or the actions of other members or any other third parties (including any animals). We shall have no responsibility or obligation to participate, mediate or indemnify any party if a dispute arises between members or their guests, invitees or animals. Since the Space is shared by multiple members, we make no representations or warranties with respect to privacy and you acknowledge that you have no expectations of privacy with respect to utilizing the Space. You should be aware that other members may not depict themselves accurately. We do not perform background checks on our members and do not guarantee that any member profile is accurate. Furthermore, in no way do we endorse, support or verify the facts, opinions or recommendations of our members.
Regular Business Hours. Your Ethera Membership does not permit twenty‐four‐hour (24‐hour) access. Each Space has its own set of regular business hours. At least one of our staff should be on‐site at each Space from 9:00 AM to 5:00 PM, Monday through Friday, except certain holidays. You will need to confirm the regular business hours and the hours our staff will be on‐site for each Space that you intend to access. There is a $50 penalty for anyone who triggers the alarm. If you trigger the alarm, please disarm it and notify our staff at (714) 745-5584.
Your Insurance. It is your responsibility to arrange insurance for property which you bring into the Space, for any social media or internet posts you send or receive and for your own liability to your clients, employees and to any other third parties. You have an obligation to obtain insurance that is required for conducting your business and using our Space. We recommend that you consult with an insurance professional to ensure you have adequate insurance.
Compliance with Law. You must comply with all relevant laws and regulations in conducting your business and using our Space. You are responsible for securing any licenses, permits and any other approvals necessary to conduct your business at the Space.
Ethera App; IT Release. In order to provide you the Services, we will need to install the Ethera App and other software onto your computer, tablet, mobile device, or other electronics. You acknowledge that if you do not install such software, then you will not be able to fully utilize the Services that you paid for. As a courtesy and not an obligation, we may provide you with technical support from time to time. In connection with such software and technical support, you agree that we (a) are not responsible for any damage to your electronics; (b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) do not offer any warranty whatsoever, either verbal or written, expressed or implied. Additionally, we make no representations or warranties regarding the privacy and security of our internet connections, networks, telecommunications systems, or information systems, and you acknowledge that you have no expectations of privacy with respect to such. While we strive to provide seamless internet connectivity, we do not make any representation and cannot guarantee any maintained level of connectivity to our network or to the internet, nor regarding any availability of or downtime of the Ethera App or our systems, nor the level of security of the Ethera App or our systems for internet connectivity at the Space or for any information or data that you upload to our system or app or that you transmit through internet connectivity we provide. You should adopt whatever security measures (such as encryption) that you believe are appropriate to your business and your legal responsibilities to your clients. We shall not be responsible for any loss, damage, corruption of data, or any loss of information.
Intellectual Property. You are prohibited from directly or indirectly taking, copying or using any information or intellectual property made available through the Services or belonging to us or other members or any guests, including without limitation personal names, business names, likenesses, voices, trademarks, service marks, logos, and images in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
Waiver and Release. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests, and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Ethera Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person, or pet (“Claims”) and release the Ethera Parties from any such Claims. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Ethera Parties to you or your employees, agents, guests, or invitees 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 you to us under this Agreement for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the Ethera Parties will 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. You acknowledge and agree that you may not commence any action or proceeding against any of the Ethera Parties, 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. For the avoidance of doubt, nothing in this Agreement will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any breach of any implied terms which cannot lawfully be excluded.
Disclaimer of Warranties. The Services are provided “AS IS”, “WHERE IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non‐infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.
Indemnification. You agree to hold us harmless. You will indemnify and hold harmless the Ethera Parties from and against any and all claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your employees or guests, or your or their invitees or animals or any of your or their actions or omissions, and we will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons and animals that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by any of the Ethera Parties, imposes any obligation upon any of the Ethera Parties or does not contain a full and unconditional release of the Ethera Parties, without our written consent. None of the Ethera Parties shall be liable for any settlement made without its prior written consent. We may investigate any actual, alleged or potential violations of this Agreement. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Ethera Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.
Notices. All written notices to you shall be sent to you via the Ethera App or emailed to the email address you provided in Section 1 above, or such other email address you may designate by written notice to us. All written notices to us shall be emailed to support@myethera.com with a printed copy delivered to our staff member at the Space.
Confidentiality. The terms of this Agreement are confidential. Neither of us may disclose them without the other’s consent unless required to do so by law. This obligation continues for a period of three (3) years after the Agreement ends.
Applicable Law. This Agreement shall be interpreted and enforced in accordance with California law. We both accept the exclusive jurisdiction of the courts in Orange County, California, subject to our agreement to arbitrate any claims below. If any provision of this Agreement is held void or unenforceable under the applicable law, the other provisions shall remain in force.
AGREEMENT TO ARBITRATE; CLASS ACTION WAIVER. Any dispute or claim relating in any way to this Agreement shall be resolved by binding arbitration administered by JAMS Mediation, Arbitration and ADR Services under its General Arbitration Rules and procedures as then in effect (available at www.JAMSadr.com), except that you or we may assert claims in small claims court. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement. You and we each acknowledge that this Agreement is a transaction in interstate commerce governed by the Federal Arbitration Act. The arbitrator shall not have power or authority to conduct any arbitration as a class or representative action. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. You and we each agree to waive any right to pursue any dispute relating to this Agreement in any class action proceeding, private attorney general, or other representative action. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.
By continuing your Ethera Membership, you are acknowledging that you have read, understand, and agree to the Code of Conduct, House Rules, Price Guide, Terms of Service, and Wireless Network Terms of Service.

WIRELESS NETWORK TERMS OF SERVICE

While you are at an Ethera location, you may connect to our data network to, among other things, access the Internet (the “connection”). By using or accessing the connection, you agree to these terms of service (the “Wireless Network Terms of Service”). Please read these terms carefully. We, at our sole discretion, may revise these terms at any time. You are deemed to accept the current terms each time you use or access the connection, and it is your responsibility to review it for any changes. If you do not accept these terms of service, you may not use the connection.

ACCESS

Your access to the connection is at our sole discretion. Your access may be blocked, suspended or terminated at any time and for any reason, including violation of these terms of service, disruption of access to other users or networks or to otherwise protect us, our users, or other third parties. The connection is available to your device only when it is within wireless range of our access points or in your office or a conference room through an ethernet cable to a data network port. The connection is generally subject to unavailability, including by reason of emergencies, service failures, transmission, equipment or network problems or limitations, interference, signal strength, and maintenance and repair. We are not responsible for any interruptions or performance issues with the connection, or the underlying network(s), transmission equipment and systems. Network speed will vary based on your device configuration, location, compression, network congestion, and other factors. You are solely responsible for any devices, software or other materials necessary for use of the connection. Further, any identified prohibited uses may result in the removal of obscene/offensive content, account de‐ activation, or access/usage termination.

PRIVACY AND SECURITY

You acknowledge that no data network and internet‐based communication is 100% secure, such communications could be intercepted by equipment and software and no such communication should be considered private or protected. Ethera respects the privacy of our users in the communications they send and receive over the connection. Subject to applicable law and in accordance with our privacy policy, however, we have the right, but not the obligation, to monitor, intercept and review, and disclose, without further notice, any transmissions over or use of our connection to comply with lawful process, orders, warrants or subpoenas, or to protect our rights, property and users. Ethera may also use information you provide to us through connecting to our data network to analyze and improve our services, including through the use of analytics.

PROHIBITED USES

You agree not to, and are prohibited from, accessing or using (or attempting to access or use) the connection or taking any action online that violates any applicable law or that could harm us or any third party or interfere with the operation of the data network to others (“Prohibited Uses”). For example, among other items, you may not:

Upload or transmit through the connection any (a) computer viruses, worms, spam or anything else designed to interfere with or disrupt the normal operating procedures of a computer or network; or (b) any material which is defamatory, offensive, or of an obscene nature;
Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure or that violates or threatens or system or network security or that of our users or any third parties, including any attempt to circumvent any restrictions imposed on your access to or use of the connection or our other websites;
Use the connection to infringe or violate the intellectual property rights or proprietary rights of any third party;
Share your IP address or ISP Internet connection with anyone;
Reproduce, retransmit, disseminate, or resell the connection or authorize any other individual or entity to use the connection, whether for profit or not, without our express written permission;
Upload, share, host, etc. content that is obscene or otherwise offensive;
Upload, share, host, display, modify, publish, update, or transmit information of the following nature:
- Information belonging to another person, over which the user has no right;
- Information which is grossly harmful, harassing, blasphemous, obscene, pornographic, pedophilic, libelous, hateful or otherwise unlawful in any manner;
- Information which encourages or relates to money laundering or gambling;
- Information which may harm minors in any way;
- Information which infringes any intellectual or proprietary rights;
- Information which is deceptive, menacing or grossly offensive;
- Information which impersonates another person;
- Information which contains any computer virus or other computer malware;
- Information which threatens the unity, integrity or safety of United States, or the friendly relations of United States with foreign states; and/or
- Information which incites the commission of an offense or which prevents the investigation of any offense.

Breaching “Prohibited Uses” may result in civil or criminal liability. We may report such breaches to relevant law enforcement authorities and co‐operate with those authorities to prosecute users who violate these terms. We have the right, but not the obligation, to suspend or terminate your access and use of the connection and other services we may provide you and to block or remove any communications or materials transmitted through the connection.

GRIEVANCE

Users may submit any complaints to support@myethera.com

ASSISTANCE TO GOVERNMENT AGENCIES

In accordance with applicable law, we may be obligated to provide all available information and any assistance that may be required by government agencies for the prevention, detection, investigation, and prosecution of cyber‐crimes and cyber security incidents.

ADDITIONAL DISCLAIMERS & LIMITATION OF LIABILITY

We are providing the connection on an “as is” and “as available” basis. To the extent permitted by law, we disclaim all warranties and terms, express or implied, including warranties, terms or representations as to the availability, operation, security, performance, and/or use of our services, or any other materials on or accessed via our services, or the accuracy, speed, availability, or uptime of the services, network or data, including any warranties or terms of merchantability, fitness for a particular purpose, title, non‐infringement, and any implied warranties, terms or indemnification arising from course of dealing or course of performance.

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 (the “Ethera Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or animal, to the maximum extent permitted by applicable law. None of the Ethera 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 will indemnify the Ethera Parties from and against any and all claims, liabilities, and expenses (including reasonable attorneys’ fees), resulting from any breach of this agreement by you.

If you are a member, to the extent any dispute arises from the services described herein, they shall be brought in the forum, applying the law, described in the membership agreement (as may be amended by the terms thereof) signed up by you or the company with which you are affiliated. If you are not a member, to the extent any dispute arises from the services described herein, shall be resolved in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Orange County, California, U.S.A. and shall apply the law of the State of California, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or California’s or any other implementation of the Uniform Computer Information Transactions Act.