FACILITY USE AGREEMENT

This FACILITY USE AGREEMENT ("Agreement"), dated as of the Date of the Client’s Booking Confirmation Email (hereinafter “Booking Date”), is by and between COSTA EMPIRES, LLC d/b/a SOMEWHERE STUDIO, a Colorado limited liability company having its principal office at 1365 Pecan Street, Colorado Springs, Colorado, 80904 ("Somewhere Studio") and the "Client", whose name and address are outlined in the Client’s Booking Confirmation Email (the "Booking") for use of Somewhere Studio’s facility located at 1365 Pecan Street, Colorado Springs, Colorado, 80904 (the "Facility") and services in connection therewith which are specifically enumerated in this Agreement. Somewhere Studio and the Client may sometimes be collectively referred to as the "Parties" or singularly as "Party" for purposes of this Agreement.

In consideration of the foregoing and the payments and other mutual promises set out below, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.              Revocable License

Somewhere Studio hereby grants to the Client a limited and revocable license (the "License") to use a portion or portions of the Facility for the Booking as more particularly described in the Client’s Booking Confirmation Email, subject to the terms hereof. For purposes of this Agreement, the term "Facility" shall mean the portion or portions of the Facility that may be utilized by the Client for the Booking. The License is not, under any circumstances coupled with an interest in the Facility. Client acknowledges and agrees that no more than ten (10) of individials in the aggregate will occupy the Facility unless a different capacity is mutually agreed upon between Somewhere Studio and the Client prior to the Booking.

2.              Permitted Use

The License permits the Client to use the Facility only for the Booking Date (defined in the Booking Confirmation Email) and during the Booking Times (defined in the Booking Confirmation Email), subject to, and upon all of the terms, covenants, and conditions contained in this Agreement. The Booking Times (defined in the Booking Confirmation Email) include loading in of Client’s equipment, setting up, tearing down, and clean-up of the Facility.

The Client is authorized to use the Facility for the Booking and for no other purpose. The Client may not use the Facility in any manner that would render Somewhere Studio’s insurance policies void or which may result in increased insurance premiums for Somewhere Studio. The Client is further restricted to the use of only such parts or portions of the Facility as are described in the Booking Confirmation Email. The Client will not be granted access to any part or portion of the Facility that is not expressly set forth in the Booking Confirmation Email.  

3.              Fees

Client shall pay to Somewhere Studio the following fees (collectively, the "Fees") in the following manner:

(i)             A Facility Use Fee (the "Use Fee") which includes any services provided by Somewhere Studio hereunder and all items, equipment, and/or personal property rented from Somewhere Studio (collectively, the "Somewhere Studio Equipment") to the Client is payable in full upon Client’s execution of this Agreement and prior to receiving the Booking confirmation email. The Client is required to exit by the end time of its reserved Booking Times. If, on the Booking Date, the Client extends its Booking for any reason past its reserved Booking Times, the Somewhere Studio shall charge to the Client’s credit card on file an additional failure-to-exit charge up to and equal to the original Use Fee but in any event no less than 1.5x the hourly rate for a minimum of 1 hour. If the Client fails to pay the Use Fee or otherwise cancels the reservation for any reason, Somewhere Studio may unilaterally terminate this Agreement, revoke the license granted herein, and keep any sums paid by the Client up to the date of termination as liquidated damages. The Parties hereby agree that such amount is a fair and reasonable estimate of the total detriment and damages that Somewhere Studio would suffer in the event the Client fails to make full and timely payment of the Use Fee or cancels the Booking for any reason.

(ii)           A non-refundable pet fee of twenty dollars ($20) is payable and due if the Client chooses to bring any pets into the Facility for their Booking. Failure to comply to the pet policies will incur a ($50) pet fee, charged to your card on file if a pet has been brought into the facility without notice.

4.              Client Cancellation & Rescheduling 

If a Booking is cancelled by the Client earlier than 72 hours or more from the Booking start time, the Use Fee will be fully refunded by Somewhere Studio to the Client. Cancellation of a Booking by the Client within 72 hours of the Booking start time will result in forfeiture of the Use Fee (e.g., nonrefundable).

However, should the Client choose to reschedule the original Booking anytime earlier than 48 hours prior to the original Booking Date, the Use Fee will instead be applied to the new Booking, subject to availability and at Somewhere Studio’s discretion.

5.              Somewhere Studio Cancellation & Rescheduling 

In the event that Somewhere Studio is unable to make the Facility available to the Client on the Booking Date, the Client will have the option of choosing an alternate date to hold the Booking ("Alternate Booking Date"). If the Client selects an Alternate Booking Date that is reasonably acceptable to Somewhere Studio, then the Alternate Booking Date will replace the Booking Date for the purposes of this Agreement and this Agreement as modified will remain binding on both Parties. If the Client and Somewhere Studio cannot agree on an Alternate Booking Date within ten (10) days of Somewhere Studio notifying the Client of the unavailability of the Facility, then Somewhere Studio will refund to the Client the full amount of the Use Fee. In neither case will Somewhere Studio be liable for any additional costs or damages suffered by the Client arising out of a rescheduling or cancellation of the Booking pursuant to this section.

6.              Credit Card Guarantee  

The Client agrees to provide a valid credit number (and other customary information required to process a credit card transaction) to Somewhere Studio upon the Client’s execution of this Agreement. The Client hereby authorizes Somewhere Studio to charge any fees, costs, expenses or charges incurred under this Agreement, or any other sums due hereunder, to the credit card Somewhere Studio has on file for the Client—to include in the event that repair and/or excessive cleaning is required (in the sole discretion of Somewhere Studio)—after the Booking to return the Facility to such condition as it existed prior to the Booking.

7.              Event Capacity

The total number of guests in the Facility at one time during the Booking will not exceed the capacity detailed on the Client’s Booking Confirmation Email or as otherwise permitted by city ordinance (the "Event Capacity"). The Event Capacity includes all persons at the Booking, i.e., all guests, vendors, photographers, models, and any other persons present at the Booking. Somewhere Studio reserves the right to refuse admission to the Facility to all persons in excess of the Event Capacity.

8.              Use and Return of the Facility  

Somewhere Studio will make the Facility available to the Client on the Booking Date in conformance with the specifications set forth in the Client’s Booking Confirmation Email. The Facility will be provided as-is. Somewhere Studio makes no representations or warranties regarding the suitability of the Facility for the Client’s intended use. Somewhere Studio makes no warranties (express, implied, or statutory) as to any matter whatsoever addressed in this Agreement, including the provision of services by Somewhere Studio, the condition of the Facility, its merchantability, its capacity, its fitness for any particular purpose, or that it will meet the requirements of any laws, rules, specifications, or contracts. The Client will leave the Facility in the same or similar condition as it was delivered to the Client. Any outside materials brought into the Facility by the Client or any third party on the Client’s behalf must be removed by the end of the Booking. If applicable, the Client will return all Somewhere Studio Equipment in the same condition as it was provided to the Client.

9.              Damages

The Client shall be responsible for any damage caused to the Facility beyond ordinary wear and tear. If the Facility is not left in the same condition as when rented to the Client, the Client’s credit card on file will be charged a $25 cleaning fee, plus any additional applicable expenses. A fee of $300.00 or more may be charged if the Facility’s built-in seamless background is found to be damaged upon inspection. The Client will also be responsible for all consequential damages that may result in Somewhere Studio’s inability to operate the Facility due to any damages arising out of the Client’s use of the Facility. The Client hereby authorizes Somewhere Studio to charge the Client’s credit card on file for any and all amounts due under this section.

10.           Prohibited Items

The following are prohibited in, on or about the Facility: (i) nails, staples, glues, screws, tacks, or the like on the walls, ceilings, or floors; (ii) holes in the walls, partitions, ceiling, or floors; (iii) painting of any signs, placards, or other advertising, banners, pennants, awnings, or the like; (iv) moving of heavy stone, marble, or glass pieces; (v) sparklers, fireworks, or pyrotechnics of any sort; (vi) hazardous, poisonous, or flammable materials; (vii) open flames, grills, or heating elements of any kind, (viii) glitter, rice, confetti, silk flower petals, bird seed, or silly string; (ix) the use of smoke machines unless agreed upon prior to the event; (x) drugs and alcohol of any kind, including recreational marijuana, unless written permission is explicitly given; and (xi) smoking of any kind, including vaporizers.

11.           Food and Beverages

The Client may not cook on site but may bring pre-made outside food into the Facility. Any deliveries and pickups must be scheduled during the Booking and must be made at designated access points only.

12.           
Safety and Security

Any disorderly conduct during the Booking will be grounds for immediate termination of the Booking. Somewhere Studio reserves the right, but assumes no duty or obligation, to take any necessary action, including termination of the Booking, to protect the safety and well-being of the Facility, and all guests and personnel at the Booking. The Client will ensure that the Booking is operated in a safe and secure manner at all times. Children 17 years or younger must be supervised and accompanied by an adult at all times.

13.           Refusal of Admission

Somewhere Studio reserves the right, but assumes no duty or obligation, to refuse admission to any person into the Facility or to eject any person from the Facility whom it believes, in its sole judgment, may cause disruption, disturbances, endanger life, or cause bodily injury or in any way affect the safety and security of the Facility, Somewhere Studio’s employees, staff, personnel, or the Client's guests. The Client, on behalf of itself and its guests and attendees, hereby waives any and all claims for damages against Somewhere Studio, its affiliates, officers, directors, employees, representatives, contractors, agents, successors, and assigns officers, agents, employees, and contractors (collectively, the "Somewhere Studio Parties"), resulting from the exercise of this authority.

14.           Video Surveillance

The Client acknowledges that Somewhere Studio has installed, or may install, video and audio surveillance in the Facility and, by signing below, expressly consents to the recording of the Booking for security purposes. The Client will not tamper with, cover, or remove any cameras located in or around the Facility.

15.           Use of Lockbox

Lockbox access will be provided to the Client if the Client’s Booking begins or ends after the Facility’s regular business hours (e.g., the outer door to the Facility is locked) which are 8:00 a.m. - 5:00 p.m. To access the inner door to the studio outside of regular business hours, Somewhere Studio will issue a key code to the Client that is specifically assigned to the Client for the Client’s use only. After the Booking and upon leaving the Facility, the Client will return the key to the lockbox and ensure that the outer door to the Facility is securely locked.

16.           Use Restrictions and Age of Models

Under no circumstances is the Client authorized to photograph, film, produce, or in any other manner use the Facility for pornography. Any nudity at the Facility is strictly prohibited. Artistic buidoir style photography or filming is allowed if the models or photographic subjects are 18 years or older. In addition to the the prohibition on pornography and nudity, the Client is solely responsible for verifying that all photographic subjects or attendees are at least 18 years old or accompanied by a parent or legal guardian. Somewhere Studio has no responsibility to determine or verify the age of participants in the Client’s Booking activities, but reserves the right to demand proof of parental consent if models or photographic subjects appear to be under the age of 18, and to end the Booking if Somewhere Studio becomes aware that legal age violations or any violation of this paragraph are occurring. The Somewhere Studio Parties are hereby expressly released from any and all claims arising out of an invalid identification or any other form of age verification or any other violation of this provision.  

17.           Client Equipment Damage or Loss

Somewhere Studio is not responsible for the loss, theft, misuse, or damage of or to the personal or organizational property of the Client or the Client’s guests. Somewhere Studio is hereby authorized to remove from the Facility, and to dispose of in any manner it deems advisable, any goods, equipment, or other property which remains in the Facility after the completion of the Booking. Somewhere Studio will not be liable for any damage to or loss of any such property, and the Somewhere Studio Parties are hereby expressly released from any and all claims for any such loss or damage.

18.           Somewhere Studio Equipment Damage or Loss

The Client is responsible for all loss, damage, or destruction of any Somewhere Studio Equipment provided by Somewhere Studio to the Client for the Booking. The Client will be responsible for the replacement cost value or repair cost of the Somewhere Studio Equipment. The Client will also compensate Somewhere Studio for the loss of use of any Somewhere Studio Equipment during the time it is being repaired or replaced. The Client is not responsible for loss or damage to Somewhere Studio Equipment caused by Somewhere Studio’s sole negligence or misconduct.

19.           Media Capture & Media Share

If the Client opts in to media capture, Somewhere Studio reserves the right to make photographs, audio, and video recordings during the Booking at its option to use in connection with Somewhere Studio’s marketing, promotions, and portfolio. Somewhere Studio’s media capture may include “behind the scenes” content unless the Client or any of the Client’s guests expressly object to the same. All media capture by Somewhere Studio will be subject to Somewhere Studio’s collection of proper rights and releases from those present at the Booking. Somewhere Studio will properly credit the Client in connection with any media sharing. The Client represents and warrants that the Client has all necessary rights from those appearing in the photos and recordings, owns all rights in and to the photos and recordings, and Somewhere Studio’s use of said photos and recordings will not violate any third party’s rights.

20.       On-Site Contact

The Client must retain and appoint an on-site contact for the Booking. The Client’s on-site contact must be: (a) specified on the Client’s Booking Confirmation Email, (b) on-site at the Facility throughout the Booking and, (c) responsible for Booking setup, coordination, management, tear down, and cleanup in accordance with Somewhere Studio’s check in / check out sheet, and in support of Somewhere Studio personnel.

21.       Independent Service Providers

The Client hereby agrees to indemnify, defend and hold harmless the Somewhere Studio Parties from any damages, actions, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) related to any damages or injury (including death) to any person or the Facility caused by any independent service provider hired or employed by the Client to provide services for the Booking, including any acts or omissions on the part of the Client, its officers, directors, employees, independent contractors, or agents (the "Client Parties").

22.       Control of Facility – Not a Lease

This Agreement is not a lease between the Parties. Nothing in this Agreement will be construed to entitle the Client to any right of possession or control of the Facility. Somewhere Studio reserves the right to possess and manage the entire Facility and to enforce all necessary rules for the management of the Facility. Somewhere Studio will have the right to enter the Facility grounds at any time for any reason. A representative of Somewhere Studio may be present at the Facility throughout the Booking.

23.       Ingress and Egress

All portions of the entrances, passages, vestibules, halls, and all ways of access to public utilities on the Facility grounds will be kept unobstructed by the Client and will not be used for any purpose other than ingress or egress to, from, and within the Facility.

24.       Indemnification

In addition to (and not in lieu of) any indemnifications or releases from liability as otherwise set forth in this Agreement, the Client Parties agree to indemnify, defend, and hold harmless the Somewhere Studio Parties from and against any damages, actions, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) related to the Client’s actions or inactions under this Agreement and/or the Client’s use of the Facility, including any acts or omissions on the part of the Client Parties. The Client will immediately notify Somewhere Studio of any instance giving rise to the foregoing indemnification including damage or injury of which it has knowledge in, to, or near the Facility, regardless of the cause of such damage or injury.

25.       Compliance with Laws, Policies, and Procedures

The Client will, and will cause the Client Parties, if any, to comply with all applicable city, state, and federal laws, and all rules and policies set forth by Somewhere Studio as they pertain to the Facility. The Client may not, and may not permit Client Parties to use the Facility or any part thereof for any unlawful or immoral purpose or in any manner so as to injure person or property in, on, or near the Facility. The Client will obtain and maintain all necessary permits, licenses, and other forms of authorization necessary to use the Facility as permitted hereunder.

26.       Representations

Each Party represents and warrants that it has full and complete authority to enter into, execute, and perform this Agreement. Each individual signing on behalf of an entity represents and warrants that he/she has full and complete authority to enter into and execute this Agreement on behalf of that entity. Each Party acknowledges that it has read and understands all the provisions of this Agreement, and that such provisions are reasonable and enforceable.

27.       Email List Subscription

Client agrees to be added to Somewhere Studio’s email list, from which they can unsubscribe at any point.

29.       Time to Bring Action

No action brought against Somewhere Studio by the Client, regardless of the theory of recovery, may be brought unless the action is commenced within ninety (90) days after the occurrence causing the loss or damage.

30.       Additional Terms

This Agreement and the Booking Confirmation, in addition to any other documents or information expressly referenced in either this Agreement or the Booking Confirmation, constitute the entire agreement between the Parties regarding their subject matter, and supersede any prior understanding or representation, oral or written, regarding said subject matter. This Agreement may only be modified in a writing signed by both parties. The Client may not assign or transfer its rights or obligations under this Agreement without prior written consent of Somewhere Studio. If any part of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, such provision will be limited so as to be valid and the remainder of this Agreement will continue in full force and effect. This Agreement will be governed by the laws of the State of Colorado and the Parties hereby submit to the exclusive jurisdiction of the courts located in Colorado Springs, Colorado. In the event of any dispute hereunder, Somewhere Studio may recover its reasonable attorneys’ fees and costs. Notwithstanding which Party drafted this Agreement, its interpretation will not be construed against either Party. This Agreement may be executed in counterparts and digital copies, each of which will be an original and all of which will constitute a single instrument. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LICENSOR:

COSTA EMPIRES, LLC, a STATE OF COLORADO LIMITED LIABILITY COMPANY, doing business as Somewhere Studios

By:_____________________

Name: Emily Costa

Title: Member, Owner, Costa Empires, LLC

d/b/a Somewhere Studios

CLIENT:

By:_____________________

Name:

Title: