(“Member”). Company and Member are hereinafter collectively referred to as the “Parties.”
1. Membership. Subject to the terms, conditions, and covenants contained in this Agreement, Company hereby agrees to use commercially reasonable efforts to provide Member with access to the Company premises and facilities in accordance with the membership plan selected. Depending on the membership plan selected, each Member shall receive credits, which can be redeemed for access to workspace, podcast, recording, and live streaming spaces (collectively “Studios”).
2. Membership Plans and Pricing. The Company offers Members a Month-to-Month or Annual Membership. There are two (2) membership levels: (A) Creator and (B) Professional.
The Creator Membership includes: (i) Non-exclusive access to workspace, Studios, and common areas. (ii) Access to and use of the Nucleus App/Software. (iii) Access to and use of the shared internet connection at the Studios. (iv) Heat and air conditioning in the workspace, Studios, and common areas during regular business hours on regular business days. (v) Opportunity to participate in Members-Only events, benefits, and promotions. (vi) 4 Credits (per calendar month) to use for the following benefits and services: a. access to podcast studios; b. access to recording and live streaming studios; and c. access to workspaces.
The Professional Membership includes all the services included in the Creator Membership, and: (i) 10 Credits (per calendar month). (ii) Discounted event space rates.
Regular business hours are generally from 8:30 a.m. to 5:00 p.m. on regular business days in the time zone where the applicable office is located. Regular business days are all weekdays, except local bank/government holidays, and up to five other days of which Company will inform Member. The business hours are subject to change, in Company’s sole discretion. Extended hours may be available upon request.
The Member hereby elects the Creator Membership – Monthly Installments. The Member agrees to make monthly payments of $99.00 per month (“Membership Fee”) (plus any additional Team Membership Fee that may be applicable) to Company for each month that Member remains enrolled or until this Agreement is terminated in accordance with Section 9.
All memberships require a one-time Initiation Fee. In addition to the Membership Fee set forth above, each Member shall pay an Initiation Fee (as set forth in the Membership Details) upon execution of this Agreement. Additionally, each Member has the option to upgrade their individual membership to a Team Membership, in which case they will be required to execute the Team Membership Rider to this Agreement and will be required to pay the additional Team Membership Fee. Membership in any of the plans includes access to the Company common areas. Access is limited to the named Member and approved Team Member(s) (as applicable).
3. Company Rights. Company is entitled to access all workspaces, Studios, and common areas in connection with its provision of services, for safety or emergency purposes or for any other purposes. Company reserves the right to alter or modify any and all workspaces, Studios, and common areas.
4. Payment Terms. Upon submitting a signed and completed Agreement, Member is obligated to deliver to Company the Initiation Fee, in the amount set forth on the Membership Details form. If the Member elects to enroll in an Annual Membership, Member can elect to pay the full annual Membership Fee at the time of enrollment or elect monthly installments. If the Member elects to enroll in a Monthly Membership or an Annual Membership payable via monthly installments, then during the Term of this Agreement, Company will process payment of the Membership Fee and other then-outstanding fees (including, but not limited to, any Team Membership Fee), in advance, monthly and no later than the fifth (5th) business day of each month. Member is responsible for having the necessary funds available in their payment account as of the first (1st) day of the month. Member will be automatically charged using the Member’s provided payment method on a recurring basis. The Membership Fee set forth on the Membership Details form covers the services for only the Member indicated in the Membership Details form. Additional Members or Team Members will result in additional fees and require the execution of a separate agreement or Team Membership Rider to the Membership Agreement. On each anniversary of the start date, the Membership Fee (and, if applicable, Team Membership Fee) will automatically increase by a minimum of 3% of the previous year’s fee.
Each month, you will receive a certain number of Credits for use of workspace, podcast, recording, and live streaming spaces/Studios, and other products or services Company may offer from time to time. These allowances or Credits may not be rolled over from month to month. For clarity, membership Credits expire at the end of each calendar month, regardless of the membership start date. If the allocated Credits for a particular calendar month are exceeded, the Member will be required to purchase individual Credits through the app/software or wait until any available Credits are issued for the following month.
If payment of the Membership Fee or any other accrued and outstanding amount due is not made by the tenth (10th) of the month in which such payment is due, Member will be charged a late payment fee of 1.5% of the outstanding amounts due.
Company accepts payment of all amounts specified in this agreement solely by direct withdrawal from your bank account or credit card. If Member elects to pay via direct withdrawal, Member is required to maintain sufficient money in his/her/its bank account to pay the fees described in this Agreement and to inform Company promptly of any changes to the account. If Member elects to pay via credit card, Member is required to inform Company promptly of any changes to the Member’s credit card information and must ensure that Member replaces such credit card and updates the relevant information prior to its expiration date. If payment via credit card fails on two occasions, Company may require Member to make payments via direct withdrawal.
Upon receipt of funds from the Member, Company will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current amounts due. If any payments remain outstanding after Company provides notice to the Member, Company may, in its sole discretion, withhold services or terminate this Agreement in accordance with Section 9.
There are no refunds of any fees or other amounts paid by Member to Company in connection with any of the services or memberships.
5. Credit Usage, Reservations, and Cancellation. 1 Credit provides a Member with up to (1) hour of access and use of the Studios, including, but not limited to, podcast, recording, and live-streaming spaces. If the Member exceeds the scheduled time and fails to timely vacate the Studio, the Member will automatically be charged an additional 1 Credit. All time slots must be electronically booked and scheduled prior to arrival. If a Member wants to cancel a booked time slot, the Member must cancel at least twelve (12) hours prior to the scheduled time of arrival. If the Member fails to timely cancel and cancels within twelve (12) hours of the scheduled time of arrival, the Member will be charged 1 Credit. Company may modify or amend its cancellation policy at any time, in Company’s sole discretion.
6. Right to Freeze/Restrict Membership. Members who fail to timely vacate any space or Studio will be given a “Strike.” Additionally, if any Member, guest of a Member, or Team Member misuses the space or Studios, the Member will receive a “Strike.” If a Member accumulates three (3) strikes, the Member’s account will be automatically frozen by the Company subject to further review and possible immediate termination.
7. Content Usage Consent. The Member acknowledges and agrees that any content, including photos and videos of the Member, captured within the Company facilities while the Member is present, may be used by Company for advertising and marketing purposes, both online and offline.
8. Event Space. Use of the facilities for events is not included with your membership. However, if the Member enrolls in the Professional Membership, Company offers priority rates and access to event spaces. Rates and availability are subject to change, please contact Company for the current rates and availability.
9. Term and Termination. This Agreement will be effective when signed by both Parties; provided that Company has no obligation to provide Member with services until the later of: (i) the date on which payment of the Initiation Fee and the first monthly payment of the Membership Fee (plus Team Membership Fee, if applicable) has cleared or (ii) the Start Date. Unless otherwise agreed or set forth on the Membership Details form, following the initial term, this Agreement shall continue on a month-to-month basis.
Member’s enrolled in a Month-to-Month plan may terminate this Agreement by delivering written notice to the Company at least one (1) full calendar month prior to the month in which the Member intends to terminate this Agreement ("Termination Effective Month”). The termination will become effective on the last Regular Business Day of the Termination Effective Month.
Company may withhold services or immediately terminate this Agreement: (i) upon Member’s breach of this Agreement; (ii) upon termination, expiration, or material loss of Company’s rights in the premises; (iii) if any outstanding fees are still due after notice is provided to Member; (iv) if Member causes or threatens harm to Company, other Members, guests, or property; (v) if Member becomes insolvent, bankrupt, or is unable to pay its debts as they mature; or (vi) at any other time, when Company, in its sole discretion, sees fit to do so.
Member may terminate this Agreement by giving Company no less than thirty (30) days' written notice prior to the effective date of termination. Upon termination, any outstanding fees and amounts due under this Agreement must be paid in full. Any credits or unused services will be forfeited, and Member will not be entitled to a refund for any fees paid.
10. Member Responsibilities and Conduct. Member agrees to: (i) Use the facilities, Studios, and common areas respectfully and not engage in any conduct that is disruptive, dangerous, or inappropriate. (ii) Comply with all Company policies, rules, and guidelines, including but not limited to, those regarding safety, security, and use of the internet and other Company resources. (iii) Maintain the confidentiality of all proprietary and confidential information belonging to Company and other Members. (iv) Not use the premises for any unlawful purposes or in any manner that could damage, disable, overburden, or impair any of the services provided by Company.
11. Disclaimer of Warranties and Liability. To the maximum extent permitted by applicable law, Company provides the services “as is” and “as available” and disclaims all warranties, whether express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not warrant that the services will be uninterrupted, timely, secure, or error-free. Member assumes all responsibility and risk for use of the facilities, Studios, and common areas.
To the maximum extent permitted by applicable law, Company shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) Member’s access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the premises; (iii) any unauthorized access, use, or alteration of Member’s transmissions or content; or (iv) any other matter relating to the services.
12. Indemnification. Member agrees to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Member’s use of the facilities, Studios, and common areas; (ii) Member’s breach of this Agreement; (iii) Member’s violation of any law or the rights of any third party; or (iv) any conduct or activity occurring under Member’s account.
13. Miscellaneous. (i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Company premises are located, without regard to its conflict of laws principles. (ii) Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. (iii) Amendments. Company may update or make changes to this Agreement at any time. Company will notify Member of any material changes to the terms of this Agreement. Member’s continued use of the services following such notice constitutes Member’s acceptance of the updated Agreement. (iv) Waiver. No waiver by either Party of any right under this Agreement shall be effective unless in writing. No waiver of any right shall be deemed a waiver of any other right or subsequent breach. (v) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the Parties at the addresses set forth in the Membership Details form or such other address that may be designated by the receiving Party. Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid).
IN WITNESS WHEREOF, the Parties have executed this Membership Agreement as of the Effective Date.