This Member Services Agreement is between the Member (identified above) and Chefscape (and one or both of its affiliated entities, Cook 365 LLC and Chefscape Leesburg LLC, both Virginia Limited Liability Companies), and is effective upon the date of execution shown below. Member and Chefscape agree to the following terms:
I. SERVICES. Chefscape will provide Member with nonexclusive access to and use of the desired Chefscape commercial kitchen facility location (“Facility”), as indicated above, subject to the terms of this Agreement.
A. Facility. Each Facility is a shared-use, facility, equipped with commercial food production equipment, dry and refrigerated storage, other production equipment, as well as in some locations, a food hall, a retail market and event rental facilities. Chefscape shall maintain the Facility in a sanitary and orderly state and ensure that all equipment available to Member operates to all applicable health and safety standards.
B. Business Services. Chefscape may provide member an opportunity to participate in business development activities and programs. Please see the Chefscape Business Program schedule for more information. Chefscape make no representations, warranties or guarantees that any services provided will result in the success of the Company. Member is solely and completely in control of its Company success or failure and Chefscape, it’s staff or other agents are not liable for any damages resulting from the use of or reliance upon the business services provided by Chefscape.
C. Expenses Covered by Chefscape. Chefscape shall pay building taxes, utilities, building insurance, whole facility cleaning, repairs and maintenance of equipment and building systems, pest control, preventative maintenance, regular required inspections, trash removal, and recycling. Member relinquishes claim to any rebates from items Chefscape disposes of on their behalf.
D. Equipment Downtime. Chefscape agrees to maintain equipment in working order and conduct necessary repairs in a timely manner. Chefscape will make every effort possible to inform members of critical equipment failures that may result in product loss, however Chefscape is not liable and will not reimburse members for product loss due to unexpected repairs or breakage.
E. Marketing/Image Release: Member agrees to allow and grants permission to Chefscape to utilize photo, film, recordings or otherwise of the Member, their partners and/or employees in connection with all media and marketing in perpetuity for purposes of publicity, advertising and sales promotion; and to use Member name, business name, logo, likeness, or other information concerning them in connection with the filming, merchandising and for any other purpose deemed necessary by Chefscape.
Member further acknowledge that Chefscape owns all rights to the results of the any created marketing. Member agrees material may be edited at Chefscape’s sole discretion. Member releases Chefscape, its employees, agents and assignees from any and all claims member has or may have for invasion of privacy, defamation or any other cause of action arising out of production, distribution, broadcast or exhibition of any filming or photography Chefscape undertakes.
F. Authorized Products. Members producing packaged products must have approval from the appropriate regulating authority for their process prior to operating in the facility.
G. Scheduling of Shared Kitchen Use. Chefscape shall have the right to control the times and manner of all Tenants’ access to and use of the Facility. Member must schedule use of the shared kitchen in advance using the on-line scheduling system.
II. PAYMENT TERMS. Member shall utilize Facility and Services according to the following terms:
A. Fee Schedule. Fees for various uses of the Facility and/or equipment are set out in the Membership Pricing Document linked to this Agreement here, as Exhibit A. This fee schedule is subject to change at any time and Chefscape will notify members as soon as possible in advance of changes.
B. Billing and Payment Terms. All amounts due under this Agreement shall be billed and paid as set out in the Member Billing and Payment Terms, attached to this Agreement, as Exhibit B.