MEMBERSHIP AGREEMENT

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March 14, 2023

MEMBERSHIP AGREEMENT

This MEMBERSHIP AGREEMENT (“this Agreement”) is entered on ____________ (“Effective date”) by and between ________ [Name of Company] of address___________ (hereafter “Company/We/Us”) and ________ [Name of member(s)] of address ___________ (herein “Client/Member/You”).

The Company and member will jointly be referred to as “Parties.”

  1. Description of Services

Company agrees to provide Client with exclusive access to office space, non-exclusive access to office space, work stations, internet service (wired and/or wireless), office equipment, conference space, knowledge resources, and other services as Company may offer from time to time pursuant to the terms of the membership plan indicated on the Membership Form (collectively, “Services”). The Services and the Membership Agreement are personal to you and may not be assigned to, transferred to or shared with any other party.

  • Use of Service
    • Client will (and will cause its Authorized Users to) comply with all relevant laws and regulations in the use of the Services at all times. Without limiting the foregoing, Client agree that when on the Premises or using the Services, Client and all their authorized users will not:

Defame abuse, harass, stalk, threaten or otherwise violate the legal rights (such as the right to privacy and publicity) of others; use any material or information in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; create a false identity for the purpose of misleading others; obstruct any access to the Premises; create any circumstances of disrepair or damage any of the Company’s property or the Company Premises; bring any pets onto the Company Premises (unless permitted by law); disrupt, cause a nuisance to or interfere with any Fellow Members or Fellow Members’ access to the Services; or otherwise violate this Membership Agreement, including the Community and Facility Rules.

  • If you have been assigned an office in the Building, Company reserves the right to relocate you to a different office, offices or desks at any time, in the event of a natural disaster, building defects, or any other occurrences deemed to protect a Company member, staff, or client.
  • Payment Terms.
    • At the beginning of the relationship between the Company and Client, the Client/Member shall pay a “setup fee” of $150 per person sharing.
    • A “retainer fee” is also required which is equivalent to a one month fee.
    • Client shall make payments via Payment Card or ACH. Cash and checks are not allowed.
    • At the end of this business relationship, a restoration fee will be deducted from the retainer fee to make ready the office for the next person.
    • The remaining balance of the retainer fee after deducting restoration fee and fees for any damage will be returned in 60 days. The retainer fee does not bear any interests.
  • Nature of this Agreement.
    • This Membership Agreement is intended by the parties to be analogous to an agreement for accommodation in a hotel. The whole of the Premises remains our property, and in our possession and control. We are giving you the right to share with us the use of the Premises so that we can provide the Services to you.
    • Notwithstanding anything in this Membership Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Membership Agreement in no way shall be construed as to grant you or any Fellow Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in or on the Premises. This Membership Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Membership Agreement, and this Membership Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.
  • Required Disclosures.

Company reserves the right at all times to disclose any information about you and/or your participation in and use of the Services as Company deems reasonably necessary to satisfy any applicable law, regulation, legal process or governmental request. Upon such disclosure, the Company shall notify you on the disclosure.

  • Confidentiality.
    • You acknowledge and agree that during your participation in and use of the Services you may be exposed to nonpublic, confidential or proprietary information, including any information that you know or have reason to know should be treated as confidential (“Confidential Information”) about or proprietary to Company or Fellow Members; and that Company and Fellow Members may be exposed to or have access to your Confidential Information.
    • Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
  • Company Reserved Rights.

Company may enter the Premises at any time for any purpose. Company may suspend or discontinue any portion of the Services for any reason at any time; however, Company will attempt to notify its members/Clients verbally or electronically in advance of such suspension or discontinuance, except in the case of routine maintenance or emergency. Company may modify or reduce the furnishings in the Premises at any time.

  • Waiver and Disclaimer of Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR LACK OF NEGLIGENCE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF, THE SERVICES AND THE PREMISES, REMAINS WITH YOU AND YOU HEREBY WAIVE ALL RIGHTS OF RECOVERY FOR ANY LOSS RELATED TO YOUR ACCESS TO, PARTICIPATION IN OR USE OF THE SERVICES, INCLUDING IN THE CASE SUCH LOSSES ARE THE RESULT OF COMPANY’S NEGLIGENCE.

  • Limitation of Liability and Remedies.

THE ENTIRETY OF YOUR RIGHTS UNDER THIS MEMBERSHIP AGREEMENT IS ENFORCEABLE ONLY AGAINST COMPANY, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS OF RECOVERY WHICH YOU MAY HAVE AGAINST ANY COMPANY AFFILIATE. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF COMPANY OR COMPANY’S AFFILIATES UNDER ANY PROVISION OF THIS MEMBERSHIP AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF THE TOTAL FEES PAID BETWEEN THE DATE YOU STARTED USING THE SERVICES AND THE DATE ON WHICH THE CLAIM ARISES.

  1.  Termination.

Company may immediately terminate this Membership Agreement:

  1. Upon breach of this Membership Agreement by the Member;
    1. Upon termination, expiration or material loss of our rights in the Premises;
    1. If any outstanding fees are late;
    1. If you fail to comply with the terms and conditions of the Membership Agreement or any other policies or instructions provided by us; or
    1. At any other time, when we, in our reasonable discretion, see fit to do so;
    1. Should Company terminate membership, the member(s) will have 72 hours to retrieve all of their office and personal items from the location.
    1. Upon termination of the Membership Agreement, you agree to immediately remove any and all of your personal property from the Premises. Any property left behind is forfeited and may be destroyed. You will remain liable after termination for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Membership Agreement.
    1. Upon expiration of this Agreement, Member shall be required to give a minimum of 30 days’ written notice to Company prior to cancellation of Membership.
  2. Release and Indemnity.

You release, and hereby agree to indemnify, defend and save harmless the Company and its Affiliates, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and costs), judgments, fines and penalties based upon or arising out of your negligent actions, errors, omissions, willful misconduct and/or fraud in connection with the breach of this Membership Agreement by you or by your or your guests’ participation in or use of the Services. You further agree that in the event that you bring a claim or lawsuit in violation of this Membership Agreement, you shall be liable for any attorneys’ fees and costs incurred by Company and its Affiliates in connection with the defense of such claim or lawsuit.

  1. Mediation and Arbitration of Disputes.
    1. If a dispute arises between us that we cannot resolve between ourselves, the alternative dispute resolution process of this paragraph will apply. You and we shall maintain confidential the entry into, contents of or result of any alternative dispute resolution, unless required by law.
    1.  Mediation and Arbitration shall be ADR methods applicable to the parties.
  2. Miscellaneous.
    1. Entirety This contract represents the entire agreement between the two parties and supersedes any previous written or oral agreement. This agreement may be modified at any time, provided there is written consent of both parties to this contract.
    1. Severability. The parties agree that if any portion of this contract is found to be void or unenforceable, it shall be struck from the record and the remaining provisions will retain their full force and effect.
    1.  Notice. All notices, requests, demands or other communications for which the Membership Agreement provides shall be in writing and shall be addressed at the following addresses: ____________________________________________________________________________________________________________________________________________________________________________________________________________
    1.  Governing Law. The rights and obligations hereunder shall be governed by, and the Membership Agreement shall be construed and enforced in accordance with, the laws of the State of TEXAS where the real property and Membership Agreement exists. Venue for the resolution of any dispute arising out of the Membership Agreement shall be the same city and state of where the office location and real property for the Membership Agreement exists.(Dallas, Texas)

In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

___________________________________ ___________________________

Client’s Signature Date

___________________________________ ___________________________

Company Official Signature Date

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