BOOKING AGREEMENT

BOOKING AGREEMENT

THIS BOOKING AGREEMENT is made and entered into ________________ (the “Effective Date”) by and among: _________________________ or “Host” and _________________________or “Guest” (collectively referred to in this agreement as the "Parties" or “Users”).

BOOKING INFORMATION:

Ø Start Date –

Ø End Date –

Ø Operation Scope –

Ø Hours of Operation –

Ø Address –

Ø _________ PAYMENT FEE –

Ø Security Deposit - (To be held by Kitch)

Ø Payment Due –

Ø Insurance Provided –

Ø License Provided –

Ø Business Information Provided –

Ø Additional Parameters

SIGNATURE PAGE – FULL AGREEMENT IS BELOW

SIGNED AND AGREED ELECTRONICALLY

HOST

By: __________________________

Name:

Title: ________________________

Date: ________________________

GUEST

By: __________________________

Name:

Title: ________________________

Date: ________________________

BOOKING AGREEMENT

THIS BOOKING AGREEMENT is made and entered into the Effective Date by Host and Guest as defined above (collectively referred to in this agreement as the "Parties" or “Users”).

WHEREAS: The Parties agree that Kitch is a platform that allows Hosts to list their kitchen, and Guests to find kitchens to use. The Kitch platform is a service to our users, and not a brokerage.

WHEREAS: The Parties agree that, via the Kitch Platform, the Guest has reserved or “booked” a kitchen from the Host for a specified time, price and scope as defined in the Front Page above.

WHEREAS: The Parties agree that this Booking Agreement is between the Host and Guest only, with Kitch added as a “Limited Collection Agent” only, which means that Kitch is collecting money from the Guest and paying the Host minus our Service Fee.

The Kitch Website Terms and Conditions (“T&Cs”) is referenced herein and can be found here - http://help.usekitch.com/en/articles/4238983-kitch-website-terms-and-conditions

1. The Terms of a Booking

a. This is a binding agreement between the Guest and the Host. It incorporates the Booking Agreement Front Page, which contains the general terms between the parties. The Guest is paying for any Services and Fees through the Kitch platform. Kitch will then pay the Host directly 30 days after payment is received, minus our Service Fee.

b. The Host and the Guest are both responsible for any required licensing, permits and insurance coverage as applicable or requested.

c. Bookings are a legally binding agreement between a Guest and a Host and are subject to any additional terms and conditions that the Host has outlined in their listing description, this Booking Agreement, and other terms set forth by the Host, which will be provided to you prior to confirmation of a Booking in this Booking Agreement. Upon Booking a Space, a Guest is (i) granted a limited, temporary, revocable license to use a Space, and (ii) if applicable, a contract for Supportive Services, in the manner, for the time, and subject to all restrictions provided, subject to this Agreement, and as confirmed through the Platform. The scope of the use, including times, specific fees, and other additional terms or limitations, may also be included in this Booking Agreement.

d. When a Guest completes a Booking, he/she is provided a non-exclusive, revocable license to enter, occupy, and use the Space only as described in this Agreement and confirmed by the Host. There is no Landlord/Tenant relationship created with this license. A Booking does not provide you a lease or access or use of the Space beyond the specified time and Description. Hosts retain the right to re-enter the Space in accordance with the Space Description and a Guest’s agreement with the Host. A Guest is not a party to an underlying lease and as such don’t enjoy the rights granted via the lease. In the event a lease is terminated, this Booking Agreement is also terminated and the Host is required to give immediate notice to the Guest and to afford the Guest every opportunity to use the Space for as long as reasonably possible.

e. All Bookings are subject to our Fees, Cancellations & Refunds policy located in the T&Cs.

2. Interaction with the Kitchen Space

a. The Space may be used by multiple users at the same time, at different times of the same day, or in many other scenarios. Hosts should contemplate this and come up with a plan for refrigeration, storage space, dishwashing chemicals and cleaning supplies. This plan can be a requirement for all Guests if added to this Booking Agreement as additional parameters, or can be suggested procedures posted in the Space. Hosts are expected to understand Health code rules & regulations in regards to shared spaces in their jurisdiction, and base their reasonable Guest procedures on them.

b. Guests are expected to leave the space in the same condition as they found it in after each shift. Guests must respect the space and go through a proper cleaning routine before a shift is over. Guests must remove or secure any equipment brought in to the Space after each shift. No gummed backing, nails, screws, staples or penetrating items should be used on walls. Damages (walls, floors, furniture, etc) will be billed to the Guest.

c. At the end of a Booking, Guests must entirely remove any equipment, products and personal items from the Space. Guests may communicate with a Host to arrange pickup of any items left behind. Generally, after a Booking is complete, Hosts are not required to help a Guest retrieve their items.

d. Hosts are not responsible for any items or equipment left in a Space during a Booking. However, Hosts will not use or otherwise interact with Guest’s items or equipment unnecessarily.

e. Hosts are expected to have the Space in the condition advertised, and should not expect a Guest to make repairs, do extra cleaning or generally get a Space ready for operation of a fast-paced business.

f. PROMPTLY COMMUNICATE WITH KITCH AND/OR THE OTHER PARTY WITH ANY PROBLEMS THAT OCCUR.

g. Conduct and Fees. You agree to comply with the Community Guidelines as outlined in the T&Cs and will use the Space and/or Vendor Service only as permitted or agreed upon and consistent with the Scope outlined in this Agreement. You will assure that any person or entity that is under your account or under your control (a “Booking Participant“) do the same. During your Booking, you are responsible for (i) the behavior and acts of any Booking Participants, service providers, or others that access the Space, (ii) ensuring that the use does not exceed any limitations identified in the Booking, (iii) coordinating the timely setup, cleaning and/or breakdown of your operation, or (iv) complying with applicable laws including acquiring any required licenses or permits for your Booking, or limiting noise to certain times of the day, and or (v) complying with applicable laws including those relating to health and safety requirements to operate. You are responsible for and accept all liability for any damage done to the Space during your Booking by Booking Participants or service providers whether intentional or not, for your failure to comply with applicable laws, and for any Fines you incur. Guests agree to return the Space to the Host in substantially the condition as provided to you or as otherwise agreed in any Booking Agreement and consistent with the Community Guidelines, and to promptly notify Hosts of any damage done to the Space. All Fees owed by Hosts or Guests are subject to the Fees, Cancellations & Refunds policy as outlined in the T&Cs.

h. Cancellation and Refunds. All cancellations and any refunds that may be available to Users are subject to our Fees, Cancellations & Refunds policy.

i. Holdovers and Additional Fees. Guests agree to leave the Space no later than the end-time of your Booking. If you stay past the agreed upon end-time without the Host’s written permission, you no longer have a license to use or stay in the Space and the Host is entitled to use lawful means to force you to leave the Space. Additionally, you agree to pay to Host an overtime charge (“Overtime Charge”) as well as all applicable Guest Fees, Taxes, and other expenses incurred by the Host. We may calculate the Overtime Charges based on your exceeding the time (for example, a calculated hourly rate billed in 30-minute increments). Kitch may charge an additional Service Fee for any Overtime Charges, Damage Charges, or any other charges assessed by Host using the Platform. You may read more about all fees and charges in our Fees, Cancellations & Refunds policy located in the T&Cs.

3. Insurance

a. Users shall acquire and maintain all insurance as required by Law and suitable for you or your business. Users are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, injury, legal liability, and other harm specific to you, your business, your Booking Participants, third parties, the Space (including personal property within), and deciding what type of coverage, limits and providers are appropriate for you. We recommend you become aware of specific insurance requirements for the state or states you are operating in.

b. Hosts may require a Guest to add them as additional insured. This is Kitch’s recommended procedure.

4. Damage and Cleaning Fees

a. Damages to Spaces. Guests are responsible for any damages that a Guest or his/her/its Booking Participants cause to a Space or any personal property at a Space. This does not include normal “wear and tear” and does not include equipment that ceases to function normally due to normal usage. In the event that equipment ceases to function normally due to usage commensurate with typical restaurant usage, a Guest will be responsible for (1) notifying the Host in writing and (2) reimbursing the Host 20% of the total cost of repair.

Hosts shall report any damages along with relevant documentation (“Damages Claim”), to the Host within 72 hours of the damage occurrence. If a Guest does not agree to pay a Host’s Damages Claim then the Damage Claim will be resolved through the Dispute Resolution Process in Section 5.

b. Cleaning Fees. Guests must clean their stations after every Shift, and are required to tidy up and be respectful of the space and personal belongings during the Booking. Cleaning Fees may be assessed regardless of the wear and tear placed on a Space (or the personal property within it) during a Booking if the Guest is not reasonable in their cleaning practices.

5. Disputes and Binding Arbitration

a. Disputes Between Users. Users are encouraged to resolve disputes informally between themselves. Users should notify each other or Kitch of a potential User Dispute (which includes any Damages Claim) within 72 hours after any incident and document any damage, disputes, statements, or other material facts that may impact a User Dispute and impact the enforcement of any applicable term, policy, or provision. Disputes between users may be escalated through the following process:

b. Binding Arbitration. Process for Arbitration. Users agree that any dispute, claim, or controversy arising out of or relating to this Booking Agreement (collectively, “Disputes”) will be settled through binding arbitration and not in a court of law as follows:

i) The Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern all such arbitrations under this Booking Agreement. To initiate such an arbitration, a party will provide a written demand that states both the basis of the claim and the desired relief. Each party irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Booking Agreement affects the right of any party to serve process in any other manner permitted by Law.

ii) Once arbitration is initiated as provided in Subsections (i) or (ii) above, the parties will share the costs of the arbitration, facilities, and arbitration reporters (as necessary) equally except as otherwise determined by the arbitrator. Each party will be responsible for its own attorneys’ fees and legal costs. The arbitrator may award the prevailing party recovery of any of the costs of arbitration or legal fees as they see appropriate.

c. Remedies. The arbitrator may provide for any monetary or other remedies that are available under applicable Law but may not modify the terms of this Booking Agreement. The arbitrator will provide a reasoned decision addressing the specifics of the dispute. The decision is binding and not subject to appeal. The parties will act promptly to respect the decision of the arbitrator, including payment of any amounts owed or taking of any action required. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

d. Certain Claims Excluded. Notwithstanding this Section the parties agree that any claims based on ownership or misuse of the other party’s intellectual property—including patents, copyrights, or trademarks—may be brought before the state or Federal courts located in New York, NY. Either party may also seek provisional remedies for injunctive relief under such claims from a court of competent jurisdiction.

e. Conflict of Rules. If any provision of this Section 5 is found to be invalid or unenforceable, the reviewing court or arbitrator, as applicable, will interpret or revise the provisions only as minimally necessary to comply with Law. All of the other provisions will remain enforceable and intact as written.

6. Additional Legal Terms

a. You agree that you have the authority to sign this Booking Agreement.

b. Disclaimers. WE ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR PROVISION, OR FOR THE CONDITION OR NATURE, OF ANY SPACE, OR SUPPORTIVE SERVICES. HOSTS, GUESTS, AND THIRD PARTY SERVICE PROVIDERS ARE INDEPENDENT THIRD-PARTIES AND ARE NOT AFFILIATED, CONTROLLED BY, OR EMPLOYED BY KITCH. HOSTS AND GUESTS SET THEIR OWN PRICES, USE THEIR OWN FACILITIES AND RESOURCES, AND CONDITION USE OF SPACES OR SUPPORTIVE SERVICES AS THEY FEEL IS APPROPRIATE FOR THEIR BUSINESS.

c. THE SPACES AND SERVICES ARE PROVIDED TO USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR YOUR PARTICULAR USE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HOSTS DISCLAIM THAT THE SPACES OR SERVICES ARE FREE FROM ERROR; THAT THEY WILL NEVER CAUSE HARM; THAT THEY MEET OR BE SUITABLE FOR YOUR NEEDS OR REQUIREMENTS; THAT THEY ARE ALWAYS AVAILABLE.

d. HOSTS DO NOT GUARANTEE THE SUCCESS OF A BOOKING IN ANY WAY.

e. GUESTS IN SPACES ARE NOT SUBLESSEES. GUESTS WILL HAVE ACCESS TO THE SPACE AS DEFINIED BY THE HOSTS, AND WILL BE PAYING KITCH FOR SUCH ACCESS. THIS BOOKING AGREEMENT AND THE RELATIONSHIP BETWEEN THE USERS DOES NOT CONSTITUTE A SUBLEASE.

f. KITCH LIMITATION OF LIABILITY. EXCEPT TO THE LIMITED EXTENT OF THE KITCH FEES (AS DEFINED BELOW) UNDER NO CIRCUMSTANCES OR ANY LEGAL THEORY WILL KITCH OR ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, DISTRIBUTORS, VENDORS, ATTORNEYS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHERWISE), INJURY, CLAIM OR LIABILITY OF ANY KIND OR CHARACTER BASED UPON OR ARISING FROM YOUR USE OF OR INABILITY TO USE SPACES OR SUPPORTIVE SERVICES, EVEN IF KITCH HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH YOUR EXPERIENCE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES. AS USED HEREIN, “KITCH FEES” SHALL MEAN THE AMOUNT PAID BY YOU TO KITCH, EXCLUDING ANY AMOUNTS THAT WERE PAID OR PAYABLE TO USERS, FOR USE OF THE PLATFORM OR SERVICES.

g. THE LIMITATION OF LIABILITY SET FORTH ABOVE APPLIES TO THE EXTENT PERMITTED BY LAW.

h. INDEMNIFICATION. Hosts and Guests will indemnify, defend, pay, and hold harmless the other (including Kitch) and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, distributors, vendors, attorneys, or affiliates (collectively, “Affiliates”) harmless from and against all third-party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, “Claims”) arising from or related to (a) provision of your Space (for Hosts) or Vendor Service (for Vendors), or use of Spaces or Supportive Services (for Guests); (b) your failure to comply with Laws, (c) your breach of any of your representations, warranties, or obligations under this Booking Agreement, and (d) any bodily injury (including death) or damage to tangible or real property to the extent caused by any Users or their affiliates while in or while using the Space.

i. The limitation of liability set forth above applies to the extent permitted by law. This indemnification will survive termination of this Booking Agreement.

j. GENERAL RELEASE. For and in consideration of the payment at this time of the sum of the Kitch Fees, the receipt of which is hereby acknowledged, the undersigned does hereby release and forever discharge Kitch from all claims, causes of action, and demands, whatsoever, the undersigned now has or hereafter may have on account of damage, loss or injury resulting from the incident/incidents which occurred on or about the Effective Date. It is understood and agreed that this is a compromise settlement and same is not to be construed as an admission of liability on the part of the person or persons herein released.

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

k. Right to Amend. Kitch may amend or modify this Booking Agreement, but NOT the price, dates, terms and scope, at any time by posting the modified Booking Agreement on our website. Your continued use of the Platform or Services after we amend or modify this Booking Agreement constitutes your consent to the revised Booking Agreement. If you do not agree to the revised Booking Agreement, you must close your Account by contacting us.

l. No Assignment. Users may not assign this Booking Agreement or any rights granted to herein without our prior written consent. Any attempt to do so without our prior consent will be void. Kitch may assign this Booking Agreement upon notice to you as part of a sale or transfer of part or all of our business. Any permitted transfer will inure to the benefit of and bind any successors in interest.

m. Entire Agreement; Interpretation. The Booking Agreement Front and Signature Page and the Booking Agreement are fully integrated. It constitutes the entire agreement between the Parties. This Agreement, and the T&Cs, supersede all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in these Agreements, whether oral or written. The Booking Agreement and the T&Cs shall be the controlling documents in the event of any conflict of terms.

n. Headings and ordering used in this Booking Agreement are provided for your convenience and do not affect the interpretation of related provisions. Any monetary amounts described in this Booking Agreement will be in USD and “$” will be read to mean United States Dollars.

o. Reformation/ Severability. Where any part of this Booking Agreement is found to be invalid or unenforceable, it will be reformed or reinterpreted through force of Law as minimally required to accomplish the objectives while maintaining the original intent of such provision. If such can’t be accomplished, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

p. Notice. Users may send notices to the email address or physical address included in your Account, through messaging on the Platform, or (for businesses) to the address of your headquarters or registered business, or (for individuals) to your residence. You may send any legal notices to us at legal@Kitch.com. You agree that any email notice from us is considered accepted by you one day after such notice was sent and will have the same legal effect as if it were physically delivered to you.

q. This Agreement, and any dispute arising from it, is governed by the laws of New York County, New York.