Common use of DAMAGES AND INSURANCE Clause in Contracts

DAMAGES AND INSURANCE. CLIENT will not damage or deface the furnishings, walls, floors, or ceilings, nor make holes for the hanging of pictures or make or suffer to be made any waste, obstruction or unlawful, improper or offensive use of the Office or the common area facilities. CLIENT will not cause damage to any part of the Building or the property of SCESI or disturb the quiet enjoyment of any other Licensee or occupant of the Building. At the termination of this Agreement, the CLIENT is responsible to return the Office in as good condition as when CLIENT commenced the use thereof, normal wear and tear accepted. SCESI will have the right, from time to time, to enter the office to inspect the same, to make such repairs and alterations, as SCESI reasonably deems necessary, and the cost of any such repair resulting from the act or omission of CLIENT shall be reimbursed to SCESI by CLIENT upon demand. SCESI shall have the right to show the Office to prospective clients, provided SCESI will use reasonable efforts not to disrupt CLIENT’s business. SCESI and its respective directors, licensors, officers, agents, servants and employees shall not, to the extent permitted by law, except upon the affirmative showing of SCESI gross negligence or willful misconduct, be liable for, and the CLIENT waives all right or recovery against such entities and destruction of any property of the CLIENT, its employees, authorized persons and invitees due to any act, omission or occurrence in or about the SCESI BUSINESS CENTER or the Building. Without limitation of any other provisions hereof, each party hereto hereby agrees to indemnify, defend and hold harmless the other party, hereto, and such other party’s officers, directors, employees, shareholders, partners, agents, and representatives from and against any liability to third parties arising out of, in the case of CLIENT as an indemnifying party, negligent act or omission of CLIENT or CLIENT’s officers, directors, employees, shareholders, customers or invitees, and, in the case of SCESI, as an indemnifying party, any negligent act or omission of SCESI or SCESI officers, directors, representatives, contractors, customers or invitees, CLIENT further agrees that all personal property of CLIENT, its agents, employees, contractors, and invitees within or about the Business Center or the Building shall be at the sole risk of CLIENT. CLIENT acknowledges that it is the CLIENT’s responsibility to maintain insurance to cover the risks set forth in this paragraph. SCESI and CLIENT each hereby waive any and all rights of recovery against the other, or against the directors, licensor, agents, servants or employees of the other, for loss of or damage to its property or the property of other under its control, to the extent such loss or damage is covered by any insurance policy. If the Business Center is made unusable, in whole or in part, by fire or other casualty not due to negligence of CLIENT, SCESI may, at its option, terminate the Agreement upon notice to CLIENT, effective upon such casualty, or may elect to repair, restore, or rehabilitate, or cause to be repaired, restored or rehabilitated, the Business Center, without expense to CLIENT, within ninety (90) days or within such longer period of time as may be required because of events beyond SCESI control. The Monthly Base Fee shall be abated on a per diem basis for the portions of the Office that are unusable.

DAMAGES AND INSURANCE. CLIENT Licensee will not damage or deface the furnishings, walls, floors, floors or ceilings, nor make holes for the hanging of pictures or make or suffer to be made any waste, obstruction or unlawful, improper or offensive use of any Unit or any other part of the Office Premises, or damage any of the common area facilitiesequipment located on the Premises. CLIENT Licensee will not cause damage to any part of the Building Licensors Premises or the property of SCESI Licensor or others or disturb the quiet enjoyment of any other Licensee licensees or occupant occupants of the BuildingPremises. At the termination of this Agreement, the CLIENT is responsible to return the Office in as good condition as when CLIENT commenced the use thereof, normal wear and tear accepted. SCESI Licensor will have the right, at any time and from time to time, to enter the office any Unit occupied by Licensee to inspect the same, to make such repairs and alterations, as SCESI alterations Licensor reasonably deems necessary, and the cost of any such repair resulting from the act or omission of CLIENT Licensee shall be reimbursed to SCESI Licensor by CLIENT Licensee upon demand. SCESI Licensor reserves the right to charge reasonable fees for any repairs needed above and beyond normal wear and tear upon the exit of Licensee from the Unit. Licensor shall have the right to show the Office any Unit to prospective clientsLicensees, provided SCESI Licensor will use reasonable efforts not to disrupt CLIENT’s Licensees business. SCESI Licensor and its respective members, directors, licensors, officers, agents, servants and employees shall not, to the extent permitted by law, except upon the affirmative showing of SCESI Licensors gross negligence or willful misconduct, be liable for, and the CLIENT Licensee waives all right or recovery to recovery, against such entities and individuals for any damage or claim with respect to any injury to person or damage to, or loss or destruction of any property of the CLIENTLicensee, its employees, authorized persons and invitees invites due to any act, omission or occurrence in or about the SCESI BUSINESS CENTER or the BuildingPremises. Without limitation of any other provisions hereof, each party hereto Licensee hereby agrees to indemnify, defend and hold harmless the other partyLicensor, heretoits members, and such other party’s officers, directors, employees, shareholders, partners, agents, agents and representatives from and against any liability to third parties arising out of, in the case of CLIENT as an indemnifying party, negligent act or omission of CLIENT or CLIENT’s officers, directors, employees, shareholders, customers or invitees, and, in the case of SCESI, as an indemnifying party, any negligent act or omission of SCESI or SCESI officers, directors, representatives, contractors, customers or invitees, CLIENT further agrees that all personal property of CLIENT, its agents, employees, contractors, and invitees within acts occurring on or about the Business Center Premises, unless such liability arises out of the negligence of Licensor without Licensee having contributed thereto. Licensee assumes all risk of loss with or about the Building shall be Licensees Unit which is number 4006, 4007,4008,4009,4010.4011 and 4012. Licensee expressly assumes that its use of the phone and high speed internet circuits provided by or through Licensor is at the Licensees sole risk and is subject to all applicable local, state, national and international laws and regulations. Licensee acknowledges that the reliability and performance of CLIENTphone and internet service or other related services provided by or through Licensor are beyond Licensors control and are not in any way warranted by Licensor. CLIENT Licensee agrees that the internet is not a secure network and that third parties may be able to intercept, access, use or corrupt the information Licensee transmits over the internet. Licensee shall adopt whatever security measures (such as encryption) it believes are appropriate to its circumstances. Licensor is not responsible for invalid destinations, transmissions errors, and corruption or security breaches of Licensee’s data. Licensee agrees that Licensor does not warrant that internet service will be uninterrupted or error free. Licensee agrees that Licensor has no control over third party networks or web sites that Licensee may access and that delays and disruptions of other network transmissions are completely beyond the control of Licensor. Licensor cannot and does not guarantee that the internet and/or computer related services which it provides will meet Licensees needs. Licensee agrees to defend, indemnify and hold harmless Licensor from and against all liabilities, cost and expenses, including reasonable attorneys fees, related to or arising from Licensees use of the phone, internet and related services provided by or through Licensor. Licensee acknowledges that it is the CLIENT’s Licensees responsibility to maintain insurance to cover the risks set forth in this paragraphparagraph and name Madison Avenue Suites LLC as additional insured. SCESI and CLIENT each hereby waive any and all rights of recovery against the other, or against the directors, licensor, agents, servants or employees of the other, for loss of or damage to its property or the property of other under its control, to the extent such loss or damage is covered by any Minimum general liability insurance policy. If the Business Center is made unusable, in whole or in part, by fire or other casualty not due to negligence of CLIENT, SCESI may, at its option, terminate the Agreement upon notice to CLIENT, effective upon such casualty, or may elect to repair, restore, or rehabilitate, or cause to be repairedmaintained is $1,000,000 per occurrence and $2,000,000 million aggregate. In the event Licensee makes a written request for a telephone listing, restored Licensor shall not be responsible for any errors or rehabilitated, omissions in the Business Center, without expense to CLIENT, within ninety (90) days or within such longer period of time as may be required because of events beyond SCESI control. The Monthly Base Fee shall be abated on a per diem basis for the portions of the Office that are unusabletelephone directory unless resulting from Licensors gross negligence.

DAMAGES AND INSURANCE. CLIENT Licensee will not damage or deface the furnishings, walls, floors, floors or ceilings, nor make holes for the hanging of pictures or make or suffer to be made any waste, obstruction or unlawful, improper or offensive use of any Unit or any other part of the Office Premises, or damage any of the common area facilitiesequipment located on the Premises. CLIENT Licensee will not cause damage to any part of the Building Licensors Premises or the property of SCESI Licensor or others or disturb the quiet enjoyment of any other Licensee licensees or occupant occupants of the BuildingPremises. At the termination of this Agreement, the CLIENT is responsible to return the Office in as good condition as when CLIENT commenced the use thereof, normal wear and tear accepted. SCESI Licensor will have the right, at any time and from time to time, to enter the office any Unit occupied by Licensee to inspect the same, to make such repairs and alterations, as SCESI alterations Licensor reasonably deems necessary, and the cost of any such repair resulting from the act or omission of CLIENT Licensee shall be reimbursed to SCESI Licensor by CLIENT Licensee upon demand. SCESI Licensor reserves the right to charge reasonable fees for any repairs needed above and beyond normal wear and tear upon the exit of Licensee from the Unit. Licensor shall have the right to show the Office any Unit to prospective clientsLicensees, provided SCESI Licensor will use reasonable efforts not to disrupt CLIENT’s Licensees business. SCESI Licensor and its respective members, directors, licensors, officers, agents, servants and employees shall not, to the extent permitted by law, except upon the affirmative showing of SCESI Licensors gross negligence or willful misconduct, be liable for, and the CLIENT Licensee waives all right or recovery to recovery, against such entities and individuals for any damage or claim with respect to any injury to person or damage to, or loss or destruction of any property of the CLIENTLicensee, its employees, authorized persons and invitees invites due to any act, omission or occurrence in or about the SCESI BUSINESS CENTER or the BuildingPremises. Without limitation of any other provisions hereof, each party hereto Licensee hereby agrees to indemnify, defend and hold harmless the other partyLicensor, heretoits members, and such other party’s officers, directors, employees, shareholders, partners, agents, agents and representatives from and against any liability to third parties arising out of, in the case of CLIENT as an indemnifying party, negligent act or omission of CLIENT or CLIENT’s officers, directors, employees, shareholders, customers or invitees, and, in the case of SCESI, as an indemnifying party, any negligent act or omission of SCESI or SCESI officers, directors, representatives, contractors, customers or invitees, CLIENT further agrees that all personal property of CLIENT, its agents, employees, contractors, and invitees within acts occurring on or about the Business Center Premises, unless such liability arises out of the negligence of Licensor without Licensee having contributed thereto. Licensee assumes all risk of loss with or about the Building shall be Licensees Unit which is number 1001-1011 ,1021,1022,1023, 1024. Licensee expressly assumes that its use of the phone and high speed internet circuits provided by or through Licensor is at the Licensees sole risk and is subject to all applicable local, state, national and international laws and regulations. Licensee acknowledges that the reliability and performance of CLIENTphone and internet service or other related services provided by or through Licensor are beyond Licensors control and are not in any way warranted by Licensor. CLIENT Licensee agrees that the internet is not a secure network and that third parties may be able to intercept, access, use or corrupt the information Licensee transmits over the internet. Licensee shall adopt whatever security measures (such as encryption) it believes are appropriate to its circumstances. Licensor is not responsible for invalid destinations, transmissions errors, and corruption or security breaches of Licensee's data. Licensee agrees that Licensor does not warrant that internet service will be uninterrupted or error free. Licensee agrees that Licensor has no control over third party networks or web sites that Licensee may access and that delays and disruptions of other network transmissions are completely beyond the control of Licensor. Licensor cannot and does not guarantee that the internet and/or computer related services which it provides will meet Licensees needs. Licensee agrees to defend, indemnify and hold harmless Licensor from and against all liabilities, cost and expenses, including reasonable attorneys fees, related to or arising from Licensees use of the phone, internet and related services provided by or through Licensor. Licensee acknowledges that it is the CLIENT’s Licensees responsibility to maintain insurance to cover the risks set forth in this paragraphparagraph and name Times Square Suites LLC as additional insured. SCESI and CLIENT each hereby waive any and all rights of recovery against the other, or against the directors, licensor, agents, servants or employees of the other, for loss of or damage to its property or the property of other under its control, to the extent such loss or damage is covered by any Minimum general liability insurance policy. If the Business Center is made unusable, in whole or in part, by fire or other casualty not due to negligence of CLIENT, SCESI may, at its option, terminate the Agreement upon notice to CLIENT, effective upon such casualty, or may elect to repair, restore, or rehabilitate, or cause to be repaired, restored or rehabilitated, the Business Center, without expense to CLIENT, within ninety (90) days or within such longer period of time as may be required because of events beyond SCESI control. The Monthly Base Fee shall be abated on a maintained is $1,000,000 per diem basis for the portions of the Office that are unusableoccurrence and $2,000,000 million aggregate.

DAMAGES AND INSURANCE. CLIENT will not damage or deface the furnishings, walls, floors, floors or ceilings, nor make holes although reasonable hardware may be used for the hanging of pictures pictures. CLIENT will not cause damage to any part of the Building or make the property of ALLIANCE or disturb the quiet enjoyment of any other Licensee or occupant of the Building nor suffer to be made any waste, obstruction or unlawful, improper or offensive use of the Office or the common area facilities. CLIENT will not cause damage to any part of the Building or the property of SCESI or disturb the quiet enjoyment of any other Licensee or occupant of the Building. At the termination of this Agreement, the CLIENT is responsible to will return the Office in as good condition as when CLIENT commenced the use thereoftook possession, normal wear and tear acceptedexcepted. SCESI A move out fee of $100.00 will have the rightbe charged for cleaning, from time painting and general maintenance for each office occupied less than three years. Within sixty (60) days prior to timetermination of this Agreement, to enter the office to inspect the same, to make such repairs and alterations, as SCESI reasonably deems necessary, and the cost of any such repair resulting from the act or omission of CLIENT shall be reimbursed to SCESI by CLIENT upon demand. SCESI ALLIANCE shall have the right to show the Office to prospective clients, provided SCESI ALLIANCE will use reasonable efforts not to disrupt CLIENT’s 's business. SCESI ALLIANCE and its respective directors, licensors, officers, agents, servants and employees shall not, to the extent permitted by law, except upon the affirmative showing of SCESI ALLIANCE's gross negligence or willful misconduct, be liable for, and the CLIENT waives all right or of recovery against such entities and individuals for any damage or claim with respect to any injury to person or damage to, or loss or destruction of any property of the CLIENT, its employees, authorized persons and invitees due to any act, omission Omission or occurrence in or about the SCESI BUSINESS CENTER ALLIANCE Business Center or the Building. Without limitation of any other provisions provision hereof, each party hereto hereby CLIENT agrees to indemnify, defend defend, protect and hold harmless the other party, hereto, save ALLIANCE and such other party’s officers, its respective directors, employeeslicensors, shareholders, partnersofficers, agents, servants and representatives employees harmless from and against any all liability to third parties arising out of, in of CLIENT's use and occupancy of the case Office or actions of omissions of CLIENT as an indemnifying party, negligent act or omission of CLIENT or CLIENT’s officers, directorsand its agents, employees, shareholders, customers or invitees, and, in the case of SCESI, as an indemnifying party, any negligent act or omission of SCESI or SCESI officers, directors, representatives, contractors, customers or and invitees, . CLIENT further agrees that all personal property of CLIENT, its agents, employees, contractors, and invitees invitees, within or about the ALLIANCE Business Center or the Building shall be at the sole risk of CLIENT. CLIENT acknowledges Client shall at Client's sole expense, obtain and keep in force during the term of this Agreement a policy of comprehensive general liability insurance with bodily injury and property damage aggregate limits in an amount not less than three hundred thousand dollars ($300,000) insuring Client and naming ALLIANCE/INTEROFFICE SAN FRANCISCO, LLC as an additional insured against any liability arising out of the use, occupancy or maintenance of the Office and ALLIANCE Business Center. The limit of said insurance shall not however limit the liability of Client hereunder. Client shall provide to ALLIANCE, within 15 days of the commencement of this lease term, a Certificate of Insurance verifying such coverage. Client agrees that it is failure by Client to provide such coverage increases ALLIANCE's risk of loss and may increase ALLIANCE's cost of insurance. Should Client fail to provide the CLIENT’s responsibility Certificate of Insurance, ALLIANCE may charge, and Client shall pay, a monthly fee of forty dollars ($40.00) for the first office and twenty dollars ($20.00) for each additional office occupied under this Agreement as compensation for the additional risk and/or costs incurred by ALLIANCE. Any insurance carried by ALLIANCE shall be excess and non-contributing to maintain the maximum extent permitted by insurance to cover policies which may be owned by ALLIANCE or Client. ALLIANCE and Client, for the risks set forth in this paragraphbenefit of each other, waive any and all rights of subrogation which might exist against each other. SCESI ALLIANCE and CLIENT each hereby waive any and all rights of recovery against the other, or against the directorsofficers, licensoremployees, agents, servants agents or employees representatives of the other, for loss of or damage to its property or the property of other others under its control, to the extent such loss or damage is covered by any insurance policy. If the Business Center is made unusable, in whole or in part, by fire or other casualty not due to negligence of CLIENT, SCESI may, at its option, terminate the Agreement upon notice to CLIENT, effective upon such casualty, or may elect to repair, restore, or rehabilitate, or cause to be repaired, restored or rehabilitated, the Business Center, without expense to CLIENT, within ninety (90) days or within such longer period of time as may be required because of events beyond SCESI control. The Monthly Base Fee shall be abated on a per diem basis for the portions of the Office that are unusable.