Temporary Seat License Agreement

TEMPORARY SEAT LICENSE AGREEMENT

            This Temporary Seat License Agreement (this “Agreement”), dated as of March 1, 2021, and is by and between Lumenati Tattoo, LLC (“Lumenati”) and the undersigned party (“Licensee”).

Background. Lumenati Productions, LLC operates the space located at 3839 Jackson Street, Denver, CO (the “Space”) and Lumenati has permission to use that Space for its business.  Licensee is a licensed tattoo artist and wishes to operate its own shop (the “Shop”) at the Space. The parties wish to enter into this Agreement to allow for Licensee to operate the Shop in the Space in accordance with these terms. Now, Therefore, the parties agree as follows:

1.              Term. Lumenati herby grants to Licensee permission to set up and operate the Shop, starting on March 1, 20021 and continuing until terminated by either party upon thirty (30) days written notice to the other party  (the “Term”).

2.              Authorized Use. During the Term, Licensee shall have the non-exclusive right to operate the Shop in the Permitted Area (as defined below) during the Hours solely to perform those services and sell those items described on Exhibit A attached hereto. Licensee acknowledges that Lumenati may authorize other third parties (including other tattoo artists) to set up their own shops in the Space and Licensee shall use reasonable efforts not to disturb any other licensee or any other shop.  No food and beverage products are to be sold or distributed as part of this Agreement. While present at the Space, Licensee shall comply with all of Lumenati’s policies and procedures provided to Licensee.  Licensee must have and maintain all required licenses and certifications to permit it to perform services at the Shop, including without limitation any tattoo artist certifications, body artist licenses, and any bloodborne pathogen certifications (each, a “Certification”).  Each Certification shall be current, and shall be in Licensee’s own name.  Licensee shall provide all such Certifications to Lumenati upon request, and shall immediately notify Lumenati of any suspension or revocation of any such Certification. Lumenati may immediately terminate this Agreement if Licensee loses a Certification or if a Certification lapses.   Additionally, Licensee shall provide Lumenati with a current Hepatitis B vaccination card (which shall be a “Certification”), or, if Licensee wishes to opt-out, it shall sign the declination statement attached hereto as Exhibit B (which shall be a “Certification”).   Any Certifications for bloodborne pathogens, and any Certifications for body artist licenses shall be maintained by Licensee at the Shop, and Licensee shall present such Certifications on request. 

3.              Permitted Area. Lumenati will provide floor space in the Space indicated by Lumenati in its discretion for Licensee to set up and operate the Shop (the “Permitted Area”). The Permitted Area shall include: LUMENATI TATTOO. The Permitted Area is provided to the Licensee as-is and without any warranties, and Licensee is solely responsible for providing, at its cost, all fixtures, materials, and equipment necessary to operate the Shop. Lumenati reserves the right to change or move the Permitted Area at its sole discretion. Licensee shall be solely responsible for the furnishing, set up, and operation of its Shop, including any costs related thereto, within the Permitted Area. Licensee shall be solely responsible for providing, cleaning, securing, and maintaining all its own tattoo equipment and machinery and supplies (the “Equipment”) and shall ensure that all Equipment is in good condition, compliant with all applicable laws and regulations, and is regularly maintained in an industry standard (and hygienic)  fashion. Licensee cannot make any alterations, installations, improvements, additions or other physical changes to any part of the Space without
Lumenati’s prior written consent.

4.              Rules and Regulations. Licensee shall comply with Lumenati’s rules and regulations as may be updated by Lumenati from time to time. Licensee is responsible for scheduling all its own clients, greeting and servicing its clients, and collecting all fees from its clients.  Lumenati is not responsible for managing any inventory, charging clients, collecting fees, or estimating or paying any taxes on Licensee’s behalf.  Licensee is solely responsible for collecting and remitting any taxes or fees in connection with any services provided by Licensee at the Shop.  Each day Licensee shall ensure that it cleans its Shop and Equipment prior to leaving the Space, and removes any trash or debris (including without limitation proper disposal of any sharps or medical waste).  If Licensee is the last person to leave the Space at the end of the day, Licensee shall follow Lumenati’s procedures for locking up, which include, without limitation, locking the back warehouse door, setting the alarm, and locking the gate to the parking lot.  Licensee shall be responsible for any losses or damages that result from Licensee’s failure to lock up the Space at the end of the day.  Licensee shall be responsible for ensuring that all its clients  sign a waiver in a form approved by Lumenati.  Licensee shall use ensure that all clients able to consent to receive the services, and Licensee shall not provide any services to any customer who appears to be under the influence of alcohol or illicit drugs.  Licensee shall not provide any services to any individual under the age of 18 without verified parental consent as required by applicable law.

5.              Rent.  In consideration for receiving the right to operate the Shop in Space under this Agreement, Licensee shall pay Lumenati $1000 per month (the “Licensee Fee ”). Licensee will pay Lumenati the Licensee Fees no later than the fifth calendar day of the month each month.  Late payments shall be assessed interest in the amount of 15% per month.

6.              Termination. Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other party. Lumenati may terminate this Agreement immediately on notice to Licensee in the event Licensee breaches this Agreement. Upon such termination, Licensee shall arrange to have all Licensee property removed from the Space by Licensee or its agents by the effective date of such termination. In the event that Licensee fails to remove any Licensee property by this time, Lumenati will arrange to have such property removed and returned to Licensee at Licensee’s cost.

7.              No Lease. The Space remains Lumenati property and in Lumenati’s possession and control. Neither this Agreement nor any other agreement between Lumenati and License is or shall be deemed to constitute a lease or a conveyance of any real property interest by Lumenati to Licensee or to confer upon Licensee any right, title, estate or interest in the Space, except for the express rights granted to Licensee pursuant to this Agreement. Accordingly, landlord-tenant laws do not govern this Agreement nor can Licensee invoke any tenant rights or privileges. Licensee also hereby specifically acknowledges and waives any and all rights that Licensee may have under any landlord-tenant laws.

8.              Advertising, Signage, and Appearance. No advertising, signage, or other content shall be permitted in or on the Permitted Area other than that which identifies the Licensee’s trade name, products, price, directions for use, other signage required by this Agreement, or signage that may be required by applicable laws or regulations. Licensee agrees not to install any signs without prior written approval of Lumenati.

9.              Disclaimer. LUMENATI PROVIDES THE SPACE ON AN “AS-IS, WHERE-IS” BASIS. LUMENATI AND LUMENATI PRODUCTIONS, LLC HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  LUMENATI DOES NOT WARRANT THAT ANY BUSINESS VENTURE IN WHICH LICENSEE ENGAGES WILL GENERATE ANY AMOUNT OF REVENUES, OR BE PROFITABLE.

10.           Waiver of Liability. Lumenati shall have no liability or responsibility to Licensee, and Licensee shall have no claim against Lumenati, for any damage or loss incurred by Licensee with respect to the Shop or other property located in, or services provided to, the Space, except as a result of the gross negligence or willful misconduct of Lumenati. Lumenati shall not be liable to Licensee for any damage by or from any act or negligence of any other licensee or occupant of the Space. Lumenati shall not be liable for any injury or damage to persons or property resulting in whole or in part from the criminal activities of others. The aggregate monetary liability of Lumenati to Licensee or Licensee’s employees, and agents for any reason and for all causes of action, will not exceed the total amounts paid by Licensee to Lumenati under this Agreement in the twelve (12) months prior to the claim arising. Lumenati will not be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. Lumenati Productions, LLC shall not have any liability hereunder.

11.           Indemnification. To the maximum extent permissible by law, Licensee shall defend, indemnify, and hold harmless Lumenati, Lumenati Productions, LLC and their respective officers, agents, and employees from and against any and all liabilities, damages, suits, claims, losses, expenses, costs, or fees resulting from the Shop or Licensee’s operation of the Shop during the Term in the Space, including without limitation the acts or omissions of Licensee’s guests, customers, clients, invitees, contactors, agents, employees, and visitors. Licensee shall be responsible for the acts and omissions of its guests, customers, invitees, contactors, agents, employees, and visitors and shall ensure that such guests, customers, invitees, contactors, agents, employees, and visitors comply with Lumenati’s then-current rules and regulations. This provision shall survive termination of this Agreement.  

12.           Independent Contractor.  Lumenati’s relationship with Licensee is solely that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, representation, joint venture or employment relationship between the parties.

13.           Miscellaneous. No failure or delay by a party in exercising any right hereunder shall operate as a waiver, nor shall any partial exercise thereof preclude any further exercise of rights hereunder. If any provision of this Agreement is held to be unenforceable to any extent, it shall nonetheless be enforced to the fullest extent allowed by law, and the validity and force of the remainder of this Agreement shall not be affected thereby. The rights and obligations hereunder shall not be assignable or transferable to others. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, and no provision of this Agreement may be waived or modified, except in a writing signed by the parties. This Agreement shall be construed and controlled by the laws of the State of Colorado, without reference to its conflicts of law principles.

Each of the parties hereto have executed this Agreement as of the date first written above.

Exhibit A

Shop Description:

Services Provided and products sold: Licensee may provide tattoo services.