WEWORK ON DEMAND

MEMBERSHIP TERMS AND CONDITIONS

Last updated: April 20, 2026

General

1. Overview. These terms (the “WeWork On Demand Membership Terms and Conditions”), together with any other applicable policies and procedures as provided or made available to you from time to time (collectively, the “Agreement”), set forth the terms of use of your WeWork On Demand membership (“Membership”), describe your rights and obligations in connection with your access to WeWork On Demand workspaces and services provided as part of, or that are incidental or related to, your Membership (as described herein and as available from time to time, the “Services”) and, to the extent permitted by applicable law, include a class action waiver and an agreement to resolve any disputes that may arise by arbitration. By using the Services, you are agreeing that you shall abide by and be bound by this Agreement.

2. Applicable policies and terms of service. The Membership is subject to the following, collectively the “WeWork Policies”: (i) the WeWork Membership House Rules (the “House Rules”), and the House Rules of any WeWork On Demand location at which you or your employees, agents, guests and invitees, use your Membership (any such House Rules will be available at the WeWork location), (ii) WeWork policies as notified to you from time to time, including the WeWork Global Privacy Policy, (the “WeWork Privacy Policy”), (iii) the WeWork App Terms of Service (the “WeWork App ToS”), (iv) WeWork Data Connection & Internet Access Terms of Services (the “WeWork Data Connection & Internet Access ToS”), (v) the WeWork Cookie Policy, (vi) the WeWork Coworking Partner Location Terms available online at www.wework.com/legal/coworking-partner-location-terms, (vii) the additional guidelines, terms, conditions and/or rules (including additional payment obligations) notified to you as applicable to any additional services you purchase from us, and (viii) any policies or procedures that may be in place at a particular premises, including without limitation local health orders. In order to use your Membership, you hereby agree to these policies and terms of services and any updates thereto. We may from time to time update, amend or supplement our policies and terms of service. You shall be deemed to have accepted such updates, amendments or supplements by continued use of your Membership.

3. Who we are.  Who we are for purposes of this Agreement is the WeWork entity noted below based on where Services are rendered. We reserve the right to change the legal entity that charges you for your Membership, if applicable, and will notify you of such changes.  Additionally, the Services may be provided by the WeWork entity listed below, or one of our subsidiaries or affiliates. The relevant entity with which you enter into this Agreement shall be known in this Agreement as “we”, “our” “us” or “WeWork” and shall be designated on your invoice.  If you have a question relating to the WeWork On Demand App, please contact us at [email protected]. For all other inquiries including legal notices, please contact the WeWork entity noted below at c/o WeWork Inc., 45 West 18th Street, 6th Floor, New York, NY 10011, Attn: Legal - WeWork On Demand. The applicable WeWork entity is based on the location where Services are rendered and the below list may change from time to time:

●          Australia - WeWork Australia Pty Ltd

●          Belgium - WeWork Belgium

●          Canada - WeWork Canada LP ULC

●          Czech Republic - WeWork (Czech Republic) s.r.o.

●          France - WeWork France SAS

●          Germany - WeWork Germany GmbH

●          Ireland - WeWork Community Workspace Ireland Limited

●          Italy - WeWork Italy S.R.L.

●          Netherlands - WeWork Netherlands B.V.

●          Norway - WeWork Norway AS

●          Poland - WeWork Poland sp. z o.o.

●          Singapore - WeWork Singapore Pte. Ltd.

●          Spain - WeWork Community Workspace, S. L.

●          South Korea - WeWork Korea Yuhan Hoesa

●          Sweden - WW Sweden AB

●          United Kingdom - WeWork Community Workspace UK Limited

●          United States of America - WeWork Commons LLC

 

4. Who you are. References to “Member”, “you”, “your” and similar words in this Agreement refer to the entity or individual registering for your Membership and agreeing to be bound by this Agreement and the WeWork Policies. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have all necessary rights, authority and consent to bind such entity to this Agreement. You and any of your guests, or other invitees, must be at least the following age to make a Booking (defined below) on the WeWork On Demand App in the below locations:

  • 18 years old for Services provided in Australia, Belgium, Brazil, Canada (solely Alberta, Ontario and Quebec), Colombia, Czech Republic, France, Germany, Ireland, Italy, Mexico, Netherlands, Norway, Poland, Spain, Singapore, Sweden, the United Kingdom and the United States;

  • 19 years old for Services provided in Canada (solely Nova Scotia and British Columbia) and South Korea; and

  • 20 years old for Services provided in Japan.

No person under the legal age for consuming alcohol in the applicable jurisdiction shall consume alcohol in a WeWork space. See the WeWork House Rules for more details on our drinking policy.

5. Authorized Users. Your Membership is for your personal use only, and you are not permitted to share your Membership with any other person.

6. Services. Subject to the terms of this Agreement, WeWork will provide you access to and use of the Services at a premises offering access to WeWork On Demand members with your access rights, which premises may be WeWork controlled, operated, or branded, or third-party controlled, operated, or branded (“Coworking Partner Locations”, operated by “Coworking Partners” and together with WeWork-operated premises, the “Premises”).  WeWork On Demand and your use of the Premises are solely for professional uses consistent with uses of co-working and flex office space and subject at all times to the permitted uses under our applicable leases.  In order to use the Services, you will be required to download the WeWork App, subject to the WeWork App ToS, and to book access to a WeWork premises for a specific date and time on the app (a “Booking”). For any Bookings at Premises that are third-party controlled, operated, or branded, you also may be required to agree to additional terms in connection with use of such Premises.

The Services included for each Booking made under your Membership are:

a. One-time access to and use of a WeWork daily desk or a conference room or other meeting space on the date and for the time frame set forth in the WeWork On Demand App, at the Premises, based on availability and prior reservation through the WeWork On Demand App.

b. Access to and use of the shared internet connection while in the Premises, in accordance with the WeWork Data Connection & Internet Access ToS.

c. Access to and use of common areas, private phone booths, and the kitchens and beverages available at the Premises.

By booking at any such Coworking Partner Locations, you and your Members will be subject to: (i) the WeWork Coworking Partner Location Terms available online at www.wework.com/legal/coworking-partner-location-terms; and (ii) the terms, rules, and policies applicable to such Coworking Partner Location (as may be listed on the applicable Coworking Partner’s website or otherwise provided to you). The Services may vary at Coworking Partner Locations.

In addition to the Services included in a Booking under your Membership, you may be able to purchase additional services or add-ons to your Membership directly from us through the WeWork On Demand App or otherwise from time to time, which additional services or add-ons will be billed to you separately from the fees for your Membership.

The Services and access to reserved workspaces will only be available to you during Regular Business Hours on Regular Business Days. “Regular Business Hours” are generally from 9:00 a.m. to 6:00 p.m. on Regular Business Days unless specified otherwise upon Booking at a particular location within the WeWork On Demand App. “Regular Business Days” are all weekdays, except local bank/government holidays observed in the region or territory where the Premises are located.

Certain services are not available under your Membership and WeWork shall not be liable to you for any services not stated within these WeWork On Demand Membership Terms and Conditions. Unavailable services include but are not limited to, (i) acceptance of mail and deliveries and (ii) use of the Premises or any WeWork location as your registration office. All Services included in your Membership are listed in this Section 6.

7. Prohibited uses of Premises and office space. You shall not be permitted to: (i) use the Premises in a retail, medical (including any testing for diseases), or other capacity involving frequent visits by members of the public, as a residential or living space, or for any exclusively non-business purpose, (ii) sell, manufacture or distribute any controlled substance, including alcoholic beverages, from the Premises, (iii) use the Premises to conduct or pursue any illegal or offensive activities, or (iv) store significant amounts of currency or other valuable goods or commodities in the Premises that are not commonly kept in commercial offices, and WeWork shall not be responsible for any loss thereof. You may not use any part of the Premises to host an event. Additionally, you shall not be permitted to film within the Premises, without completing all required paperwork and receiving express written consent from WeWork.

8. Changes to our Services or these Terms.  The availability and scope of the Services, the Premises at which the Services are available, the prices at which we make the Services available, and any other provision of these WeWork On Demand Membership Terms and Conditions are subject to change from time to time in our sole discretion. You should review and agree to the terms of this Agreement every time before you access the Premises and / or use any of the Services. To the fullest extent permitted by applicable law, your continued access to and/or use of any Services, or Premises constitutes your full acceptance of, and agreement to be legally bound by, the terms of this Agreement, as revised.  The Services may also vary by geographical area or by specific Premises as specified within the WeWork App. 

9. Payment. We will charge any fees for Bookings under your Membership, and any other services or add-ons you may purchase via the WeWork On Demand App or otherwise, to the payment method indicated on the WeWork On Demand App, which fees will be indicated as separate line items on your invoice. You will be charged each time you complete a Booking within the WeWork On Demand App. All amounts under this Agreement shall be in the local currency where Services are to be rendered.

10. Booking Cancellations; Refunds. To the extent you need to cancel a Booking and do so within the cancellation window, you will automatically be refunded the cost of your Booking to your original form of payment. You may cancel a Booking directly within the WeWork On Demand App as long as you are within the cancellation window. For meeting room and daily workspace Booking made at least one day prior to the Booking date, you must cancel at least 24 hours before the start of your Booking . For meeting room or daily workspace Bookings made on the same day of the Booking date, you may cancel within five minutes of making the Booking within the WeWork On Demand App.  If you are outside the cancellation window, please contact [email protected] to modify or cancel a Booking. You will not receive a refund for cancellations made outside of the cancellation window.

11. Taxes. In addition to the fees for a Booking under your Membership and any other services or add-ons, you agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes (collectively, “Tax” or “Taxes”) attributable to your Membership and any other services or add-ons as shown on your invoice.

To the extent value added tax (“VAT”) is shown on your invoice, you acknowledge that the Services are subject to VAT, and you declare that you shall use the Premises for VAT liable business activities. You also agree that in the event you do not use, or no longer use, the Premises for VAT liable business activities, you shall immediately inform WeWork about this by means of a signed letter. Any damage or VAT which WeWork cannot recover as a result of this fact will be your responsibility.

To the extent, if any, that the Services are deemed to constitute, for VAT purposes, the letting of immovable property, WeWork hereby confirms and notifies you that it has exercised the Option to Tax and you shall in addition to any fees for Bookings and all other amounts payable by you under this Agreement pay to WeWork an amount equal to the VAT on such amounts as shown on the tax invoice issued by WeWork to you. For the purposes of this section, “Option to Tax” means WeWork’s election to apply VAT to any fees for Bookings and all other amounts payable in respect of this Agreement.

12. Data Privacy. We collect, process, transfer and secure your personal data pursuant to the terms of theWeWork Global Privacy Policy, and in accordance with applicable data protection laws.

Termination

13. Membership Termination. You may terminate this Agreement at all times by cancelling any pending Bookings and by permanent deletion of the WeWork On Demand App installed on your smartphone, thus disabling the use by you of the WeWork On Demand App and the Services. You can close your Membership account at any time by emailing us at [email protected].  In addition, we may, in our sole discretion, restrict, suspend, or terminate your access to or use of your Membership account with immediate effect and without prior notice, including but not limited to, in situations where (i) you fail to comply with the provisions and requirements of this Agreement or our policies, (ii) you misuse your Membership, or (iii) if we reasonably suspect, or we receive notice from a governmental, legislative, or other authority that such authority reasonably believes, you are using your Membership to conduct, participate in, or facilitate criminal or fraudulent activity. In the event we wish to terminate your Membership in connection with discontinuance of all or part of this Membership offering, we shall endeavor to provide you with at least 30 days’ (or at least 60 days for individuals located in the province of Quebec) prior notice of such termination. We will provide refunds for pending Bookings upon termination or cancellation of your account with respect to amounts already paid unless your account is terminated by us for any of the reasons stated in clauses (i) - (iii) above.

14. Liability after Expiration or Termination; Survival. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Membership account(s). Sections 1, 13, 15-19, 26 and the Annexes shall survive any termination or expiration of this Agreement, as well as all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement.

Intellectual Property

15. WeWork Intellectual Property; Use of the WeWork Name; Photos of the Premises. You may not take, copy or use for any purpose the name “WeWork” or any of our other business names, trademarks, service marks, logos, trade dress, marketing material, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of a WeWork location, or engage in any conduct that is likely to cause confusion between the products and services of WeWork and yourself, or if applicable, your company without our prior consent, provided that during the term of this Agreement you will be able to use “WeWork” in plain text to accurately identify a Premise, an address or office location.

Disclaimer of warranties; Limitations of liability

16. Waiver and release of claims. To the extent permitted by law, WeWork and our landlord at a WeWork location and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “WeWork Parties”) disclaim all warranties and terms, express or implied, with respect to your Membership.  To the extent permitted by law, you, on your own behalf and your or their employees, agents, guests and invitees, (i) waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees (“Claims”) against the WeWork Parties resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet; and (ii) release the WeWork Parties from any such Claims. You on your own behalf shall and hereby do waive your rights under the law of any jurisdiction, which provides in substance: “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 settlement with the debtor or released party.” For the avoidance of doubt, nothing in these WeWork On Demand Membership Terms and Conditions will release a claim or exclude our liability to the extent arising from our (a) gross negligence or willful misconduct; or (b) fraud or fraudulent misrepresentation.

17. Third party products or services.  Your Membership may give you access to products, services or advertisements provided by third party service providers or our other business partners (“Third Party Services”). Third Party Services are provided solely by the applicable third-party service provider (“Third Party Service Provider”) and pursuant to separate arrangements between you and the applicable Third-Party Service Provider. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE, AND NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED REGARDING THIRD PARTY SERVICES AND WE ARE NOT RESPONSIBLE IN ANY WAY FOR THE CONTENT OF ANY LINKS, PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY THIRD-PARTY SERVICES. For the avoidance of doubt, “Services” do not include, and we are not liable for, Third Party Services.

18. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the WeWork Parties to you and your or their employees, agents, guests and 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 for the product or service from which the claim arose in the twelve (12) months prior to the claim arising, except to the extent caused by (x) the gross negligence, willful misconduct or fraud of any WeWork Party or (y) the negligence of any WeWork Party in the case of any bodily injury. None of the WeWork 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, on your behalf that, to the extent permitted by law, you may not commence any action or proceeding against any of the WeWork 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.  You agree that you shall not commence any action or proceeding for amounts due or the performance of any obligations in connection with this Agreement against any person or entity other than the applicable WeWork entity as set forth in the chart in Section 3.

19. Indemnification. To the extent permitted by law, you will indemnify the WeWork Parties from and against any and all claims, including third party claims, liabilities, and expenses, including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement or any of the WeWork Policies by you or your or their guests, invitees or pets or any of your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the WeWork Parties. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the WeWork Parties unless you have first obtained our or the relevant WeWork Party’s written consent.  None of the WeWork Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.

20. Extraordinary Events. WeWork will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform arising out of or caused by, directly or indirectly, forces that are beyond WeWork’s reasonable control, including, without limitation, any delays or changes in construction of, or WeWork’s ability to procure any space in, any premises; any conditions under the control of our landlord at the applicable WeWork location; acts of God; epidemics or pandemics; or public health emergencies.

Insurance; Other Members

21. Your Insurance. You are responsible for maintaining, at your own expense and at all times during the term of this Agreement, insurance in form and amount appropriate to your business.

22. Other members. We do not control and are not responsible for the actions of other individuals you encounter through the use of the Services; this includes other WeWork members and their guests at any WeWork location. We do not endorse, support or verify the facts, opinions or recommendations of our WeWork members. If a dispute arises between members, we have no responsibility or obligation to participate, mediate or indemnify any party, except to the extent that such dispute is the result of WeWork’s gross negligence or willful misconduct.

Compliance

23. Compliance with Laws. You and WeWork, each as to itself, shall comply with all applicable laws and regulations in connection with the Services under this Agreement.

24. Sanctions. You hereby represent and warrant that (i) during the term of this Agreement, you will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations of the European Council, United Kingdom, and EU Member States, and EU's Dual-use Regulation 428/2009 (collectively, “Trade Control Laws”); (ii) neither you nor any of your subsidiaries or affiliates, nor directors or officers is (a) a citizen or resident of, an entity organized under the laws of, or otherwise located in, a country subject to comprehensive territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”), (b) identified on U.S. Government restricted party lists including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department Directorate of Defense Trade Controls, (c) a listed person or entity on the consolidated list of persons and entities subject to asset-freezing measures or other sanctions maintained by the European Union, and by the Member States of the European Union, (d) a person or entity subject to asset-freezing measures or other sanctions maintained by the United Kingdom's HM Treasury or (e) or a listed person on any governmental sanctions or restricted parties list in the jurisdiction where the services are rendered (collectively referred to herein as “Restricted Parties”); (iii) neither you nor any of your subsidiaries and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted Parties or otherwise controlled by Restricted Parties; (iv) less than 10% of your total annual revenues are, and will continue to be for the duration of the Agreement, generated from activities involving, directly or indirectly, one or more of the Sanctioned Countries; and (v) neither you nor any of your subsidiaries or affiliates, nor directors or officers will, at any time during the term, engage in any activity under this Agreement, including the use of Services provided by WeWork in connection with this Agreement, that violates applicable Trade Control Laws or causes WeWork to be in violation of Trade Control Laws.

25. Anti-Money Laundering. You and WeWork, each as to itself, hereby represents and warrants that at all times each has conducted and will conduct its respective operations in accordance with all laws that prohibit commercial or public bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which each will use to comply with any payments obligations under this Agreement will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.

26. Anti-Corruption Laws. Neither party nor any of its directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, nor any of your Members, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of WeWork for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) entering into this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Premises. For purposes this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.

27. Governing Law and Dispute Resolution

a.  Class Action Waiver. To the fullest extent permitted by law, any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis.  Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding.  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.

b. Governing Law. This Agreement and the transactions contemplated hereby, shall be governed and construed in accordance with the applicable governing laws based on where the Services are rendered in accordance with the following:

if Services are or are rendered in:

  1. the U.S., the additional terms provided in Annex A-1: USA shall apply.

  2. Canada, the additional terms provided in Annex A-2: Canada shall apply.

  3. Europe, the Middle East or Africa, the additional terms provided in Annex A-3: EMEA shall apply.

  4. Hong Kong, the additional terms provided in Annex A-4: Hong Kong shall apply.

  5. Australia, the additional terms provided in Annex A-5: Australia shall apply.

  6. Singapore, the additional terms provided in Annex A-6: Singapore shall apply.

  7. South Korea, the additional terms provided in Annex A-7: South Korea shall apply.

General Provisions

28. General. Notwithstanding anything in this Agreement to the contrary, this Agreement shall in no way be construed so as to grant you any title, easement, lien, possession or related rights in our business, a WeWork location or Premises, or anything contained in a WeWork location or Premises.  This Agreement creates no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. You and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. No waiver of any of the right or obligations hereunder shall be valid unless written and signed by the party to be charged therewith. This Agreement, together with our Privacy Policy, and other terms or policies referred herein or that we may post on our website or provide in respect of a particular Premises constitute the entire agreement between WeWork and you in connection with the subject matter hereof, and supersede any prior agreements between WeWork and you regarding such. You may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.

ANNEXES TO MEMBERSHIP TERMS AND CONDITIONS -

GOVERNING LAW AND DISPUTE RESOLUTION

 

THE ANNEXES BELOW APPLY TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAW, AND DO NOT APPLY TO RESIDENTS OF COUNTRIES LISTED IN SECTION 3 ABOVE IN A MANNER PROHIBITED BY APPLICABLE CONSUMER PROTECTION LAW.

Annex A-1: USA

a.     Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of New York, 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 New York’s or any other implementation of the Uniform Computer Information Transactions Act.

b.     Venue; Dispute Resolution. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled 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 New York, New York, U.S.A.

c.     Proceedings; Judgment. The proceedings shall be confidential and in English.  The award rendered shall be final and binding on both parties.  Judgment on the award may be entered in any court of competent jurisdiction.  In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.  This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

Annex A-2.1: Canada (other than Quebec)

a.     Governing Law.  This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the province where the Services are rendered and the federal laws of Canada applicable therein without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

b.     Venue.  Except that either party may seek injunction or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules.  The place of arbitration shall be Toronto, Ontario.

c.     Proceedings; Judgment.  The proceedings shall be confidential and in English.  The award rendered shall be final and binding on both parties.  Judgment on the award may be entered in any court of competent jurisdiction.  In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable lawyers’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.  This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

Annex A-2.2: Canada (Quebec)

a.    Governing Law.  This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the Province of Quebec and the federal laws of Canada applicable therein without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

b.    Venue.  Except that either party may seek injunction or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules.  The place of arbitration shall be Toronto, Ontario.

c.    Proceedings; Judgment.  The proceedings shall be confidential and in English or French.  The award rendered shall be final and binding on both parties.  Judgment on the award may be entered in any court of competent jurisdiction.  In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable lawyers’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.  This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

Annex A-3: EMEA

a.   Governing Law. This Agreement, including the arbitration agreement at clause (b) below, and any non-contractual obligations arising out of or in connection with this Agreement, are governed by and shall be construed in accordance with English law.

b.   Venue; Dispute Resolution. Any claim, dispute or difference of whatever nature arising out of or in connection with this agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement) (a “Dispute”) shall be referred to and finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) (the “Rules”), as in force at the date of this agreement and as modified by this clause, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three, one of whom shall be appointed by the claimant(s), one by the respondent(s) and the third of whom, who shall act as president, shall be nominated by the two party-nominated arbitrators, provided that if the third arbitrator has not been appointed within thirty days of the nomination of the second party-nominated arbitrator, such third arbitrator shall be appointed by the ICC Court.  The parties may nominate, and the ICC Court may appoint arbitrators from among the nationals of any country, whether or not a party is a national of that country. The seat, or legal place, of arbitration shall be London, England and the language of the arbitration shall be English. Sections 45 and 69 of the Arbitration Act 1996 shall not apply. The Emergency Arbitrator provisions in the Rules shall not apply.

c.  Proceedings; Judgment. The proceedings shall be confidential and in English.  The award rendered shall be final and binding on both parties.  Judgment on the award may be entered in any court of competent jurisdiction.  In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.  This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

Annex A-4: Hong Kong

a.    Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of Hong Kong without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

b.    Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“Centre”) and be finally resolved in accordance with the then applicable arbitration rules or legal provisions of the Centre. The place of the arbitration shall be Hong Kong and the arbitration proceedings shall be conducted in the English language. The arbitration shall be conducted by one (1) arbitrator appointed by the Chairman of the Centre.

c.    Proceedings; Judgment. The proceedings shall be confidential and in English.  The award rendered shall be final and binding on both parties.  Judgment on the award may be entered in any court of competent jurisdiction.  In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.  This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

Annex A-5: Australia

a.  Governing Law.  This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of New South Wales, Australia without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

b.  Venue.  Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the existence, breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.

c.  Proceedings; Judgment.  The proceedings shall be confidential.  The award rendered shall be final and binding on both parties.  Judgment on the award may be entered in any court of competent jurisdiction.  In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.  This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

Annex A-6: Singapore

a.    Governing Law. This Agreement shall be subject to, governed by and construed in accordance with the laws of the Republic of Singapore without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

b.    Dispute Resolution. Any dispute arising out of or in connection with this Agreement, including any question as to its validity, existence or termination, shall be resolved by arbitration conducted in English by a single arbitrator pursuant to the arbitration rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference to this provision. The seat and place of the arbitration shall be Singapore.

c.    Proceedings; Award. The proceedings shall be confidential. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. To the extent permitted by law, this Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement and shall prevail over any translation of the Agreement which shall be deemed to be provided for reference only.

Annex A-7: South Korea

a.      Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the Republic of South Korea without regard to conflicts of law or choice of law principles.

b.      Venue. Any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Seoul, Korea.  The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain.

c.      Proceedings; Judgment. The proceedings shall be confidential and in English.  The award rendered shall be final and binding on both parties.  Judgment on the award may be entered in any court of competent jurisdiction.  In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.  This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.