FACILITY USE TERMS AND CONDITIONS

These FACILITY USE TERMS AND CONDITIONS (these “Terms and Conditions”) are made a part of the Facility Use Agreement between the Owner and User designated therein. As used herein, this “Agreement” means, collectively, the Facility Use Agreement and these Terms and Conditions. All other defined terms used herein shall have the meanings set forth in the Facility Use Agreement.

1. FACILITY USE: Subject to the terms and conditions of this Agreement, Owner hereby grants to User, and User hereby accepts from Owner, a non-exclusive, revocable license to use the Facility on the date(s) and at the time(s), in each case, as set forth in the Basic Use Information. User may use the Facility solely for the Use and/or Event (collectively, the “Use”) designated in the Basic Use Information.

2. USE FEE: User shall pay Owner the Use Fee described in the in the Basic Use Information and any further fees for additional time, space, equipment, or services provided by Owner.

a. All fees and sums due Owner under the terms of this Agreement shall be payable by ACH transfer in accordance with payment instructions, which Owner will provide to User. Fees are not refundable, except to the extent expressly stated in this Agreement. The Use Fee has been determined based on User’s the nature of User’s contemplated use, the duration of the use, and the space required for the Use. Should User require more space and/or more time, the Use Fee will be subject to increase in Owner’s discretion.

b. If any amounts due Owner pursuant to this Agreement are not timely paid, then Owner may, at its sole option and without notice: (i) terminate this Agreement and the use permitted hereunder and retain all sums previously paid to Owner; (ii) elect to continue this Agreement and deduct such fees and charges due, or any part thereof, from receipts, if any, received by Owner in connection with User’s sale of tickets in connection with the Use; or (iii) refuse admission to the Facility until such payments have been made. No act or failure to act by Owner shall constitute a waiver of any right or remedy to which Owner is entitled hereunder or at law. Charges for additional time, space, equipment, and/or services which are not contemplated by or ascertainable at the t ime of execution of this Agreement shall be billed at Owner’s standard rates and shall be payable promptly upon notification by Owner that such charges are due. TIME IS OF THE ESSENCE WITH RESPECT TO ALL PAYMENTS REQUIRED BY THIS AGREEMENT.

c. User acknowledges that Owner has reserved the Facility for User for the time(s) and date(s) specified in the Basic Use Information. In reliance thereon, Owner may need to refuse offers from others desiring to use the Facility on those dates. User therefore agrees that, except as otherwise set forth herein, Owner shall be entitled to payment of the Use Fee irrespective of whether User actually uses the Facility.

3. SECURITY DEPOSIT: At the time of delivery of an executed copy of this Agreement, User shall pay a Security Deposit in the amount set forth in the Basic Use Information. The Security Deposit shall serve as security for User’s timely payment and performance under this Agreement (including, without limitation, the requirements relating to damage to the Facility caused by User). Provided User has fully complied with all of its obligations under this Agreement and is not in default with respect to any part of this Agreement, the remaining balance (if any) of the security deposit shall be returned to User within thirty (30) days after the date of the last Use.

4. COMPLIANCE WITH LAWS; RULES AND REGULATIONS: User covenants and agrees to abide by, conform to, and comply with all of the applicable federal, State, and local laws, rules, and regulations (collectively, “Laws”) and the rules, regulations, and policies of Owner (“Rules and Regulations”). As used herein, “State” means the state in which Facility is located.

a. User will not do nor allow anything to be done on the Facility during the term of this Agreement in violation of any applicable Laws or the Rules and Regulations.

b. User agrees that one of the express conditions of this Agreement is that User will not use nor attempt to use any part of the Facility for any purpose other than the Use, nor for any use or proposed use that would be contrary to Law or damaging to the reputation of Owner, any tenant of Owner, or other occupant that operates and/or uses the Facility (collectively, “Building Occupants”). User further agrees, as an express condition of this Agreement, that if Owner, in its sole and absolute discretion, deems any proposed or existing use to be contrary to Law or reputationally damaging to Owner or any Building Occupant, Owner may immediately terminate this Agreement, and/or interrupt such use (including the Use), and dismiss or cause the attendees or participants to be dismissed. Upon the exercise by Owner of any such discretion, all rights of User hereunder shall immediately terminate. In any such event, Owner shall be entitled to retain all money paid or agreed to be paid by User; and, User agrees that any claim by User for damages arising out of any act of Owner, its agents, or employees, in the exercise of Owner’s discretion under this clause shall be and is hereby waived by User and there shall be no other liability of any kind on the part of Owner, and Owner is totally released by User hereby.

c. User agrees to secure in advance of the Use, any and all licenses, certificates and/or permits that may be required for the Use by User and to do all other acts necessary to comply with all Laws.

d. User covenants and agrees that it will not (i) allow any smoking at the Facility, (ii) permit the use or possession of alcoholic beverages, or controlled substances at the Facility, (iii) permit the use or possession of f ireworks, firearms, or explosives of any kind, (iv) do or permit anything to be done or placed in or on the Facility that will in any way create a fire hazard, (v) serve or permit the serving of food or beverages without the prior written consent of Owner, (vi) permit the obstruction of any sidewalks, entries, vestibules, halls, elevators, or ways of access to public utilities or otherwise permit use thereof for any purpose other than ingress and egress, or (vii) permit any conduct, behavior, or use of the Facility likely to disturb or disrupt any Building Occupants. Owner reserves the right to remove from Facility and/or Owner’s property any boisterous or disruptive persons. User agrees that sound levels, including, without limitation, from musical instruments or recorded music, will be kept to a reasonable level.

5. INSURANCE: User agrees that it shall, at its sole cost and expense, procure and maintain insurance through a carrier authorized to do business in the State. Such insurance shall satisfy the following minimum requirements:

a. Commercial general liability insurance (including contractual liability) with limits not less than $1,000,000.00 per occurrence, $3,000,000.00 annual aggregate, which shall be primary non-contributory coverage and shall identify as additional insureds Owner and any other parties so identified in the Basic Use Information. User shall provide Owner with a certificate of insurance at least three (3) days before the Use.

b. Such insurance policies shall be carried with companies reasonably satisfactory to Owner and shall be non-cancelable and not subject to material change except after thirty (30) days written notice to Owner.

c. To the extent not covered by insurance, User shall be solely responsible for the following, as well as any other applicable insurance: (i) any and all taxes and remittances payable to governmental authorities arising in connection with the Use; (ii) workers’ compensation insurance of all persons performing services in connection with the Use as required by State law; (iii) refunds, if any, payable to User’s guests, invitees, subscribers, and other third parties in connection with any Use (whether actual or contemplated); and (iv) licenses and permits of every kind. Notwithstanding the foregoing, nothing in this Agreement shall entitle User to apply any license, permit, or other approval in the name or on behalf of Owner.

6. INDEMNIFICATION: User shall indemnify, defend, and save harmless Owner, all Building Occupants, and anyone else named as an additional insured under Section 5 above, together with each of their officers, agents, employees, and representatives from and against all costs and expenses, actions, lawsuits, judgments, claims, damages, liabilities, penalties, losses, fines, attorneys’ fees and judgments arising out of or relating to the User’s use of the Facility (including the Use) and this Agreement, except to the extent caused by the gross negligence or intentional misconduct of Owner. This indemnity shall survive the termination of this Agreement.

7. “AS-IS” CONDITION; WAIVER OF CLAIMS: User agrees to accept the Facility in its “as-is” condition “with all faults.” Owner shall not be liable for any damage to any property in the Facility at any time caused by water, rain, snow, steam, gas, or electricity, which may leak into, issue or f low from the pipes or plumbing work or wires, or from any part of the building to which the Facility are a part, or from any other place; nor shall Owner be liable to User, its employees, agents or invitees or anyone else for any loss of, damage to, or theft of property from or in the Facility.

8. CARE OF FACILITY: User shall take good care of the Facility and the f ixtures and property located in and/or serving the Facility. User shall not make any alterations or changes of any kind to the Facility or to anything in the Facility, nor allow any to be made. If damage of any kind shall be done to the Facility or to the furnishings, fixtures, or equipment in or serving the Facility or if the same shall not be returned to Owner in a condition as good and clean as it was upon commencement of the Use, User agrees to pay, in addition to any other sums due hereunder, reasonable sums to compensate Owner for returning the Facility in as good order and condition as the same was in at the commencement of the Use. User shall not do or permit to be done on the Facility anything that would tend to injure, mar, or in any manner deface the Facility. User further agrees not to drive or place any nails, tacks, or screws in or on the Facility. Decorations by User shall only be made under the supervision and with the approval of Owner.

9. ASSIGNMENT AND SUBLICENSING: User shall not assign any interest in this Agreement or otherwise transfer or sublicense the Facility or any part thereof or permit the use of the Facility by any party other than User.

10. NON-EXCLUSIVE USE: Owner shall have the right to use or permit the use of any portion of Owner’s property not granted to User under this Agreement to any person, firm, or entity regardless of the nature of the use of such other space. Owner shall have full and final authority as to the use of such spaces and reserves the right to change room assignments in its sole discretion.

a. User understands that Owner will make available for use by others, such portions and areas that are not subject to this Agreement. User agrees to cooperate in good faith with Owner and with those persons using other portions and areas of Owner’s property, especially during periods of ingress and egress in order to make mutual use of the Owner’s property harmonious and agreeable.

b. User agrees not to cause interference with the orderly functioning of Owner’s property or infringe upon the rights and privileges of others.

11. RESCHEDULING; RELOCATION: Notwithstanding the foregoing, Owner shall have the right from time to time, on not less than thirty (30) days’ notice to User, to require the rescheduling of a Use and/or its relocation to an alternative Facility. In the event that Owner timely provides such notice, but User determines that its Use cannot be rescheduled or relocated, the Use shall be cancelled. In the event of such cancellation, the Use Fee shall be reduced by the amount allocable to the canceled Use, and to the extent previously paid, such amount shall be paid, shall be refunded to User.

12. TERMINATION; REVOCATION: In addition to any other rights of termination available to Owner hereunder, Owner may terminate this Agreement upon any of the following occurrences:

a. User (i) fails to comply with its covenants and agreements hereunder and fails to cure said failure within a reasonable time following notice of the same or (ii) fails to maintain the insurance required pursuant to Section 5 of this Agreement, it being agreed that in the event of a termination pursuant to this Section 12.a, User shall remain liable for any and all Use Fee due hereunder; and

b. Owner determines that, by reason of emergency, it is in the best interest of Owner to revoke the license granted hereunder and to terminate the Agreement, in whole or in part, in which case (i) said revocation and termination shall be effective immediately, and (ii) Owner shall refund to User any Security Deposit (to the extent unused) and Use Fee (to the extent allocable to any Use that has not occurred).

13. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State. Any legal actions, claims, or demands shall be handled in a court of competent jurisdiction within the State.

14. NO SPONSORSHIP: User shall not use the name “Accel” or “Accel Schools,” the name of any Building Occupant, or any logo of the foregoing in connection with the Use (except to the extent reasonably necessary in identifying the location of the Facility).

15. FORCE MAJEURE: Owner may terminate or suspend its obligations under this agreement if such obligations are delayed, prevented, or rendered impractical by any of the following circumstances to the extent that such event is beyond the reasonable control of Owner: fire, flood, riot, earthquake, civil commotion, insurrection, act of god, labor disputes, strikes, war, shortage of or inability to obtain materials, supplies or utilities, act of war, act of terrorism, or any law, ordinance, rule or regulation. In any such event, Owner shall not be liable to User for delay or failure to perform its obligations.

16. RESTRICTIONS: Owner may, at its sole discretion, impose restrictions on User’s activities, services provided, products used, consumed, or displayed, items for sale, promotional materials, or any other aspects of the rental. An individual or group rental Owner’s facilities or the attendees thereof shall not have in their possession, display, or offer for sale or give away any type of weapon, explosive, illegal or illicit products, products or services controlled by federal, State, or local licenses, or products or services deemed by Owner to be inappropriate.

17. MINORS: When persons under 18 years of age are to be present during User’s intended use of the Facility, User shall ensure that sufficient adult supervision is present at all times to supervise and protect the minors.

18. RELATIONSHIP OF THE PARTIES: Neither this Agreement nor any act of the parties hereto shall be construed as creating (a) a partnership, joint venture, or association of any kind, (b) a relationship of landlord and tenant, or (c) any other relationship other than licensor and licensee. User acknowledges that this Agreement is a license and that it does not and shall not be deemed to constitute a lease or any other conveyance of the Facility by Owner to User. This Agreement shall not confer upon User any right, title, estate, or interest in the Facility, except for such rights as are expressly granted to User pursuant to this Agreement.

Last Revised 5/13/2025