PUBFORGE MEMBERSHIP AGREEMENT
This MEMBERSHIP AGREEMENT (the "Membership Agreement") is made as of today's date, by and between the member, and Industrial Resolution, LLC, a Pennsylvania limited liability company, d/b/a Pubforge (“Industrial Resolution”) with a principal place of business of 24 East King Street, Lancaster, Pennsylvania 17602 (the "Premises"). Collectively, the Member and Industrial Resolution are the “Parties” to this Agreement.
BACKGROUND. Industrial Resolution leases space on the second floor of the Premises, and wishes to offer to Member the use of such space in a co-working capacity (such co-working space is called "Pubforge") by virtue of this Membership Agreement. Both Member and Industrial Resolution understand that the Operations Manager of Pubforge ultimately has the exclusive right and authority to determine who has the opportunity to work in Pubforge.
NOW, THEREFORE, Member and Industrial Resolution, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound, agree as follows:
Purpose. This membership (the "Membership") grants to Member a right to use designated space on the Premises solely for Member's use and enjoyment during the term of this Agreement. This Membership may not be transferred without the written permission of the Operations Manager at Pubforge, and such permission can be granted or denied in the sole discretion of the Operations Manager. Member represents this Membership is not being purchased for financial investment. Member understands that he/she acquires no legal or beneficial interest in Pubforge, Industrial Resolution, or any of its assets, regardless of the nature of those assets (whether real, personal, tangible or intangible). Member further understands that he/she has no right to income or gain from Industrial Resolution, whether through Pubforge or any other business venture of Industrial Resolution, and Member has no voting or participation rights in Industrial Resolution.
Use Privileges/Term. Member may use one desk at Pubforge on a day use basis, consistent with the terms of Exhibit “A” attached hereto, which is incorporated by reference in this Agreement. Membership automatically renews at the end of the term for an equal term under the same conditions if neither Member, nor Industrial Resolution does not terminate, in writing, the Membership at least ten (10) days prior to the end of the term.
Rules Supporting Membership. Membership use privileges are subject to Member's observance of rules established by Pubforge (the "Member Rules") to ensure the enjoyment of all Members in their use of Pubforge. The Member Rules are attached as Exhibit "B" and hereby incorporated by reference as part of this Membership Agreement. Industrial Resolution may adopt, amend, or repeal the Member Rules as it deems appropriate with or without notice, although Industrial Resolution will endeavor to provide no less than ten (10) days’ notice prior to any significant changes to the Member Rules. Such Member Rules, to the extent they do not conflict with the Membership Agreement, may impose reasonable restrictions upon the use and occupancy of any portion of Pubforge and generally the building located at 24 East King Street, as Industrial Resolution, in its sole discretion, deems necessary or advisable. Violations of the Member Rules may result in suspension of Member's usage rights or removal of the Member from Pubforge entirely, at the sole discretion of Pubforge. Any such suspension or termination for a rules violation will not suspend or terminate Member's payment obligations under this Agreement through the remainder of the Member’s Term/Renewal Term (as defined in Exhibit “A”).
Management of Pubforge. The Operations Manager (or his/her designee) shall provide all management of Pubforge and retains sole authority to address issues associated with any Membership rights provided in this Membership Agreement, maintenance of Pubforge facilities in a manner reasonably conducive to co-working and a Member’s use/enjoyment of his or her Membership.
Expenses/Modification of Space. Industrial Resolution, or its designee, shall be solely responsible for the payment of all property taxes, insurance, utilities and other ordinary and necessary expenses of Pubforge's operations. Industrial Resolution reserves the right to add, remove or modify the Pubforge space, as it deems appropriate in its sole discretion.
Late Payment of Amounts Owed. If any term fee or upgrade fees are not paid in full by the first day of each Term/Renewal Term, then Industrial Resolution may, at its option: (i) sell Member's Membership to someone else; or (ii) charge a late fee to Member of ten percent (10%) of the total amount owed by the Member. Industrial Resolution may assign its rights under this Membership Agreement, or its right to receive payment under this Agreement, at its sole discretion.
Default. Time is of the essence in making all payments required by Member pursuant to the terms of this Membership Agreement. Each of the following shall constitute an "event of default" by Member hereunder: (i) Member's failure to make any payment under this Membership Agreement when due, including but not limited to the payment of the Term/Renewal Term fees and any upgrade fees; (ii) the violation(s) of any Member Rules; (iii) the negligent or willful damage or destruction of any personal property of any Pubforge Members or guests, or the negligent or willful damage or destruction of any personal property of any employees/guests of any other business located on the Premises; (iv) any negligent or willful damage to the real property on the Premises; (v) causing personal injury to anyone on the Premises; or (vi) any material breach by Member of any provision of this Membership Agreement.
Remedies. Should any event of default by Member occur hereunder, Industrial Resolution d/b/a Pubforge may immediately suspend Member's rights to use Pubforge's space until the default is remedied. In addition, upon the occurrence of any event of default, Industrial Resolution may, after three (3) days’ written notice (which may be provided via email), (i) immediately declare any unpaid Term/Renewal Term dues, upgrade fees or late payments due and payable, with interest on the unpaid balance accruing from the date Industrial Resolution declares the balance due at one point five percent (1.5%) per month until fully paid, and (ii) terminate its obligations under this Membership Agreement. If Industrial Resolution terminates its obligations under this Membership Agreement because of Member's default, which Industrial Resolution may but is not required to do, Industrial Resolution shall have all remedies provided by law, and Industrial Resolution shall keep all monies paid to it up to the time of default as liquidated damages and not as a penalty. Member may not terminate this Membership Agreement based on Member's own default. Member agrees to pay Industrial Resolution's collection costs and expenses incurred due to any default of Member, and if legal action is commenced to enforce any aspect of this Membership Agreement, and Industrial Resolution prevails, Member shall pay Industrial Resolution's reasonable attorney's fees and costs, including any fees and costs incurred in arbitration, trial, on appeal or in any other adjudicatory forum.
Warranty Disclaimer. There are no warranties associated with this Membership Agreement including, without limitation, implied warranties of merchantability or fitness for a particular purpose. Member should purchase a Membership Interest based only on the existing facilities. Construction of planned facilities may be delayed or terminated for a variety of reasons, none of which will be within the dominion or control of Member.
Liability Disclaimer/General Release and Waiver. Industrial Resolution shall have no liability to Member for damages for breach of any warranty, or for any injury or damage to person or property while Member is on the Premises. Member assumes all risk associated with co-working at Pubforge. To the extent the following provision shall be deemed inconsistent with existing law, then Industrial Resolution’s exposure to Member for all injury or damage to person or property shall be capped at the amount Member has paid Industrial Resolution under this Membership Agreement for basic Membership services during the most recent Term/Renewal Term. Member agrees to indemnify and hold Industrial Resolution harmless against all claims, liability, loss and expense (including reasonable attorney's fees) incurred by reason of injury or damage to person or property, or both, of Member or Member's guests arising from each person's use of the Premises and surrounding areas, as well as any damages arising out of, associated with, or related to the use of Pubforge as a co-working space. No action may be brought by either Member or Industrial Resolution more than one (1) year after the cause of action has occurred.
Entire Agreement/Choice of Law/Forum Selection. This Membership Agreement and the associated Exhibits contain the entire agreement between Industrial Resolution and Member and serve as a binding contract. Any provision hereof which is determined to be invalid, void or illegal will not affect, impair or invalidate any other provisions of this Membership Agreement and such other provisions shall remain in full force and effect. Any legal disputes arising out of or related to this Membership Agreement shall be governed by the laws of the Commonwealth of Pennsylvania and subject to binding arbitration in Lancaster County, Pennsylvania. The selection of the arbitrator shall be made by Industrial Resolution, but the individual named shall be neutral and shall have experience with contractual arbitration disputes.
Notices. All notices shall be sent via member's email and regular mail to the address given.
Consent for Use of Likeness. Member consents to the use of his/her likeness for promotional purposes for Industrial Resolution or Pubforge at no cost (Member may submit a written request to opt out of such consent, which may be granted at the sole discretion of the Operations Manager of Pubforge).
Survival of Representations/Preclusive Effect of Execution. All representations, warranties, and agreements herein shall survive the execution and closing hereof. This Agreement will bind and inure to the benefit of the successors, personal representatives, heirs and assigns of Member and Industrial Resolution.
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