This SERVICES AGREEMENT ("Agreement") is made as of the date set forth on page one attached hereto by and between DBA Jay Suites, a New York limited liability company (the "Company") and the client whose name appears on page one attached hereto ("Client").

WHEREAS, Client wishes to obtain certain services provided by the Company as set forth below and the Company wishes to provide such services to Client.

THEREFORE, in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. STANDARD SERVICES INCLUDED IN BASE FEE

(a) See page one forselected plan type and services. Client is hereby granted a license to use the business center and its conference rooms/day offices within the specified location on a non-exclusive basis and shall have access thereto during regular business hours, 9:00 AM – 5:30 PM, Monday through Friday excluding holidays. Conference rooms and day offices are solely reserved for general office use and for no other purpose. Client shall have access to the company member portal where it may book meetings online. It is understood that any modifications or cancellations must be made five hours prior to the start of the meeting. In addition, Client expressly agrees and covenants to abide by the Rules and Regulations of the business center (available upon request).

SECTION 2. SERVICES AGREEMENT

(a) The Nature of the Agreement: The whole of the business center remains the property of the Company and remains in the Company’s possession and control. Client acknowledges that this Agreement creates no tenancy interest, leasehold estate or other real property interest in Client’s favor with respect to the virtual office program. This Agreement is personal to Client and cannot be transferred to anyone else. The Company may transfer the benefit of this Agreement and the Company’s obligations and Client agrees to attorn to any such assignee. Any amendments to this agreement shall in writing and signed by both parties.

(b) Duration: This Agreement shall be legally binding as of the date hereof (the "Agreement Date") as identified on page one. Client’s use of the virtual office program shall commence on the "Start Date" identified on page one. Should the start date be a day other than the first of the month, the respective month services shall be pro-rated on a per diem basis and shall be charged upon client setup. If Client abandons the virtual office program before the End Date or if in the renewal period, before the "Renewal End Date,"" Client will not be reimbursed any amount of Pre-Paid Fees except as where stated otherwise herein.

(c) Termination: This Agreement and the Client’s rights to utilize the virtual office program terminate on the "End Date" identified on page one if unilaterally terminated by either the Company or Client with written notice 90 days prior to the End Date to the other party. In cases where a month to month term is selected, a 30 day termination notice shall apply. Written notice must be provided before the end of the month in which the client wishes to terminate their agreement.Otherwise, this Agreement shall be automatically renewed pursuant to Section 5(d) below. Company may put an end to this Agreement immediately by giving the Client notice if (a) the Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) the Client is in breach of one of its obligations which cannot be put right, or (c) its conduct, or that of someone at the Center with its permission or invitation, is incompatible with ordinary office use which shall be determined at the Company’s sole discretion, or (d) any reason which company shall hold at its own discretion. If Company puts an end to this Agreement for any of these reasons it does not put an end to any outstanding obligations, including the payment of any additional services used as well as the monthly fee for the remainder of the period for which this Agreement would have lasted if the Company had not ended it.

(d) Renewal: The term shall extend automatically for successive periods equal to the initial term hereof until unilaterally terminated by either the Company or Client after the terminating party shall have given written notice 90 days prior to the Renewal End Date to the non-terminating party.

(e) Monthly Fee: Company agrees to provide the services listed on page one in consideration of the monthly base service fee. Client agrees to pay New York City sales tax which (currently at 8.875% ) on the invoice total. Any proration of the Standard Fee, where applicable, will be done on a per diem basis.

(f) "A La Carte" Service Fees: The services listed in our client brochure and/or online, such as photocopies, fax services, catering, additional meeting room/day office time etc., are billable to the client along with the monthly base fee. Should the client pay one year in advance for the monthly base fee, company shall bill client monthly for these extra services. The photocopy limit is set at 500 B/W, and 100 color copies unless Client prepays the extra copies for the month.

(g) Security Deposit: Upon the execution of this Agreement, Client shall pay to the Company a retainer or "Security Deposit" as set forth on Page one which shall be returned upon fulfillment of this agreement. It may be also used to offset any fees Client may owe at the time of termination pursuant to section 2 (c). In the event Client adds additional services during the term hereof the Retainer shall be increased proportionately. The Retainer need not be kept separate and apart from other funds of Company, no interest shall be paid thereon. If Client is late in making payment of any amounts due herein three or more times Client shall upon demand deposit an additional month of Total Base Monthly Fee into the Retainer. If Client shall have fully and faithfully complied with all of the terms of this Agreement and surrendered all keys, access cards and building passes, the security deposit shall be returned to Client within thirty (30) business days upon request.

(h) Additional services: fees for additional services are invoiced in arrears. The billing cycle for a la carte fees is classified as the period as a 30-day period between the 16th of the prior month until the 15th of the month being billed, ie. January’s invoice will include the a la carte items employed between November 16th and December 15th. Client agrees that any a la carte service items must be disputed within thirty (30) days or client waives their right to dispute such charges.

(i) Payment terms: By completing the sign up process, client agrees to authorize the Company to charge Client the total due to setup the virtual office, and the monthly service fee with original payment that was first used to signup the virtual office plan on or around the first day of every month. Company accepts Visa, MasterCard, Discover, American Express and ACH autopay. Client agrees that Company shall charge a convenience fee of 3.5% for payments made via credit card. Client must promptly notify the Company of changes to: (a) the account number or expiration date of credit card; (b) the billing address; or (c) cancellation, theft or loss of clients card. If client should decide to pay via another method such as a check, wire, or electronic payment (ACH), it shall notify Company in writing.

(j) Late payment: If Client does not pay all fees due within five (5) calendar days after the first day of the month (the "late period") the Company may charge a late payment fee of 10%, compounded monthly on the amounts outstanding. If Client disputes any part of an invoice Client must pay the amount not in dispute by the due date. After the late period, the Company will withhold services (including barring access to the business center, telephone services and to mail services) while there are any outstanding fees or interest due or if Client is in breach of this Agreement. Company may, in good faith, attempt to notify Client of its intentions to withhold services. Client agrees to pay all costs and expenses, including reasonable attorney’s fees, expended or incurred by Company in connection with the enforcement of the Agreement.

(k) Company will accept reasonable amounts of mail on Client’s behalf. Company will only accept mail that includes the name of the individual(s) and or Company(s) listed on page one of this Agreement.

(l) Upon termination of this Agreement Client acknowledges that the telephone number assigned to the Client at the commencement of the Agreement remain the property of the Company. Upon termination hereof, it will be Client’s responsibility to notify all parties of Client’s termination of the use of the address on page one and assigned telephone numbers. If Client does not elect forwarding service then mail will be returned to sender. If client ports in a phone number upon signup, a $100 port out fee shall apply upon termination.

(m) Liability: Client acknowledges that neither Company nor any of its officers, directors, employees, shareholders, agents or representatives shall be responsible for damages, direct or consequential, that may result from the failure to furnish any service, including, but not limited to, taking and conveying messages, the availability of communications equipment and the failure to supply heat/or air-conditioning or any other services required under this Agreement or agreed to by Company. Client’s sole remedies and Company’s sole obligation for any failure to render any service, any error or omission, or any delay or interruption with respect thereto, is limited to an adjustment to Client’s billing in an amount equal to the charge for such service for the period during which the failure, delay or interruption continues.

THE CLIENT EXPRESSLY AGREES TO WAIVE, AND AGREES NOT TO MAKE ANY CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, ARISING OUT OF ANY FAILURE TO FURNISH ANY UTILITY, SERVICE OR FACILITY, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF THE SAME.

(n) Client agrees that during the term of this Agreement and within one (1) year of the termination of this Agreement, neither Client nor any of its principals, employees or affiliates will hire directly or as an independent contractor, or refer to another for employment, or offer an internship of any kind, to any person who is at that time, or was during the term of this Agreement, an employee of Company or any of its affiliated companies. In the event of a breach of any obligation of Client contained in this Paragraph, Client shall be liable to Company for, and shall pay to Company, on demand, liquidated damages in the sum of Twenty Five Thousand Dollars for each employee with respect to whom such breach shall occur, it being mutually agreed that the actual damage that would be sustained by Company as the result of any such breach would be, from the nature of the case, extremely difficult to fix, and that the aforesaid liquidated damage amount is fair and reasonable.

(o) Company will use the email address or mailing address provided by Client on page one to send invoices and any other communications from Company. Client must ensure an accurate and valid email address is registered with the Company.

On behalf of Client, I agree to the terms and conditions of this Agreement.