MEMBERSHIP AGREEMENT TERMS
This MEMBERSHIP AGREEMENT (this “Agreement”) is dated as of the date Member (as defined below) agrees to become a member of No Studios (as defined below) and is between No Studios (as defined below) and Member (as defined below).
GENERAL TERMS AND LICENSING TERMS
1.1 General Terms. As used in this Agreement the following capitalized terms (the “General Terms”) (in addition to those elsewhere in this Agreement) shall have the following meanings:
(a) No Studios: Ridley IPCO, LLC, a Delaware limited liability, having as its address for notice purposes at the Premises, Attn: Limited Liability Company Manager, and at such email address as No Studios shall publish from time to time for notices.
(b) Member: Is the person or entity that has completed the application for membership and has agreed to become a member of No Studios. The member’s address for notice is the address provided by Member in its application and registration process.
(c) Member Category: The category of membership selected by Member (either social, artist or club) together with any “add-on” (professional package) selected by Member in the application and registration process.
(d) Commencement Date: Means the date on which No Studios first charges Member for membership
(e) Membership Fee: The amount set forth on the Member’s application page payable monthly or an annually, as Member selected, as the same may be mutually amended from time to time.
(f) Term: the month or annual period selected by Member corresponding to the Member’s membership.
(g) Premises: The “No Studios” premises located at the real property known and numbered as 1037 W. McKinley Avenue, Milwaukee, Wisconsin 53205, (the “Property”), including all facilities and improvements therein.
1.2 Membership and Licensing Clause. On and subject to the terms and conditions of this Agreement, No Studios, commencing on the Commencement Date does hereby admit Member as a member in the Member Category and does hereby provide Member with a license to access those portions of the Premises that No Studios from time to time makes available to that Member Category. Member acknowledges and agrees that the license granted by this Agreement does not constitute a lease or create a leasehold estate or tenancy or vest in Member any other right, title or interest in the Premises, including the Property. Accordingly, Member confirms that this Agreement does not afford Member with the rights or benefits available to a tenant under a lease, oral or written, or establish a landlord-tenant relationship between Member and No Studios.
TERM AND AUTOMATIC RENEWAL.
2.1 Term. The term of this Agreement shall commence on the date of this Agreement and shall continue until the expiration of the Term. “Term” shall mean and include the initial month or annual period starting with the Commencement Date and any extension or renewal term and shall end on the last day of the applicable month or annual period.
2.2 Automatic Renewal. IF MEMBER HAS SELECTED AUTOMATIC RENEWALS, THE TERM OF AGREEMENT WILL BE EXTENDED AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO THE CURRENT TERM (UNLESS LEGAL RENEWAL TERM LIMITS APPLY) UNTIL TERMINATED BY MEMBER OR NO STUDIOS PURSUANT TO THIS AGREEMENT. IF REQUIRED BY APPLICABLE LAW AND IF THIS AGREEMENT IS FOR A TERM OF 1 YEAR OR MORE, NO STUDIOS WILL GIVE MEMBER AT LEAST 30 DAYS’ PRIOR NOTICE OF THE AUTOMATIC RENEWAL OF THIS AGREEMENT. UNTIL TERMINATED BY MEMBER OR NO STUDIOS, THE TERM SHALL RUN THROUGH THE EXPIRATION DATE OF THE THEN-CURRENT TERM. THE MEMBERSHIP FEES DURING ANY RENEWAL WILL BE AT THE THEN PREVAILING MARKET RATE. NO STUDIOS MAY REQUIRE MEMBER TO AGREE TO A NEW AGREEMENT AS A CONDITION TO ANY RENEWAL. THE NEW AGREEMENT MAY HAVE ADDITIONAL OR DIFFERENT TERMS.
SERVICES AND HOUSE RULES.
(a) Subject to the terms of this Agreement, No Studios will use commercially reasonable efforts to provide Member with the services applicable and available to the Membership Category as described in No Studios’ description of services for that Membership Category reflected on No Studio’s website. Member understands that certain services and amenities are subject to availability, prior reservations, and such other rules and regulations specified by No Studios from time to time.
(b) The entirety of the Premises remains in No Studio’s possession and control. No Studios is giving Member the right to share with No Studios the non-exclusive use of portions of the Premises on the terms and conditions of this Agreement, as supplemented by the House Rules (as defined below), so that No Studios can provide the services to Member. No Studios may temporarily close any area of the Premises and the Premises may be subject to alteration and facilities may be subject to relocation or discontinuance from time to time by No Studios. No Studios is entitled to access, as applicable, Member’s performance area workspace and locker, if applicable, with or without notice, in connection with No Studios’ provision of the services, for safety or emergency purposes or for any other purposes. No Studios may unilaterally also modify or reduce the services or furnishings provided at any time. The services may be provided by No Studios, an affiliate or a third party.
3.2 Comply with House Rules. Member must comply with the “House Rules,” as the same may be amended, revised or restated from time to time by No Studios, which No Studios imposes generally on users of the Premises. No Studios shall not be liable for any nonobservance of the House Rules by any person. No amendment, revision or restatement of the House Rules shall be deemed an amendment to this Agreement. The current House Rules may be found here.
4.1 Membership Fee. During the Term of this Agreement, Member will pay, and No Studios will process payment for the Membership Fee on or about the date that Member becomes a member of No Studios. If Member has elected to pay the Membership Fee for an annual membership in monthly installments, then No Studios will process payment for the Membership Fee monthly on or about the same day of the month. If Member has elected for its membership to automatically renew, Member will pay, and No Studios will process payment for, the Membership Fee, on or about the same day of the month during the Term, if the Membership Fee is payable in installments, or on or about the renewal date if the Membership Fee is paid in a single installment. Membership Fees will be paid in advance and all other fees and costs will be billed in advance or in arrears as applicable. Member shall be responsible for having the necessary funds available in its payment account. The Membership Fee for each renewal period will be at the then-current prevailing rate.
4.2 Invoices. No Studios will send or otherwise provide invoices and other billing-related documents, information and notices to Member.
4.3 Other Fees. Each month, Member will pay for all additional fees and costs Member incurs for additional services and products in accordance with No Studios’ then-current fee schedule.
4.4 Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made when due, Member will be responsible for paying the then-current late charge.
4.5 Form of Payment. No Studios accepts payment of all amounts specified in this Agreement solely by direct withdrawal from Member’s bank account or credit card. If Member elects to pay via direct withdrawal, Member is required to maintain sufficient money in its bank account to pay the fees described in this Agreement and to inform No Studios promptly of any changes to the account. If Member elects to pay via credit card, Member must inform No Studios promptly of any changes to the credit card information and must ensure that it replaces such credit card and update the relevant information prior to its expiration date. No Studios also may transfer Member’s billing information to No Studios’ third-party payment processors, other service providers, and certain trusted third parties.
4.6 Outstanding Fees. When No Studios receive funds from Member, No Studios 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 fees due. If any payments remain outstanding after notice is provided to Member, No Studios may withhold services or terminate this Agreement.
4.7 No Refunds. There are no refunds of any fees or other amounts paid by Member in connection with this Agreement.
5.1 Use of the Premises.
(a) Member must not alter any part of the Premises and must take good care of all parts of the Premises, its equipment, fixtures, fittings and furnishings which Member uses. Member is liable for any damage caused by it or those in the Premises with the Member’s permission or at the Member’s invitation whether express or implied, including but not limited to all employees, contractors, agents or other persons present on the Premises. Member must not install or affix any item to any wall, ceiling floor or affix or install any cabling, IT or telecom connections without No Studios consent, which No Studios may refuse at its absolute discretion.
(b) Member must only use the Premises and each part of it for its intended purposes and in accordance with the House Rules. Member may not use the Premises for “retail” purposes or any other purpose involving frequent visits by members of the public, other than for scheduled artistic performances or displays.
5.2 Technology Release. In order to utilize all the functionalities No Studios offers, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, from time to time, at a Member’s request, No Studios or an affiliate, or No Studio’s or the affiliate’s agent or service provider, may help troubleshoot problems a Member may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, Member agrees that No Studios and its affiliates:
(a) are not responsible for any damage to any Member’s computer, tablet, mobile device or other electronic equipment, or otherwise to Member’s system, related to such technical support or downloading and installation of any software;
(b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and
(c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
5.3 Waiver of Claims. To the extent permitted by law, Member, on his or her or its own behalf and on behalf of his, her or its, employees, agents, guests and invitees, waive any and all claims and rights against No Studios and the landlord of the Premises and No Studios or its affiliates, parents, and successors and each their respective employees, assignees, officers, agents and directors (collectively, the “No Studios Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, or person.
5.4 Limitation of Liability. The aggregate monetary liability of any of the No Studios Parties to Member, or its employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fee paid by Member to No Studios under this Agreement in the twelve (12) months prior to the claim arising. None of the No Studios Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. Member agrees that it may not commence any action or proceeding against any of the No Studios Parties, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
5.5 Indemnification. Member will indemnify the No Studios Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by Member or its guests, invitees, or any of Member’s or their actions or omissions. Member is responsible for the actions of and all damages caused by all persons that Member or its guests invite to enter the Premises.
5.6 Insurance. Member is responsible for maintaining, at its own expense and at all times during the Term and for a period of two (2) years after, personal property insurance and commercial general liability insurance covering Member for property loss and damage, injury to Member and its guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to Member’s business. Member will ensure that No Studios and the landlord of the Premises shall each be named as additional insureds on any such policies of insurance and that Member waives any rights of subrogation Member may have against No Studios and the landlord of the Premises. This Section not applicable to social members.
5.7 Other Members. No Studios does not control and is not responsible for the actions of other members or any other third parties. If a dispute arises between members or their invitees or guests, No Studios shall have no responsibility or obligation to participate, mediate or indemnify any party.
5.8 Reserved Rights. Without limiting No Studios other rights set forth in this Agreement, No Studios reserves the following rights: (a) to change the name or street address of the Premises; (b) to maintain one or more signs on the exterior of the Premises; (c) to designate and control all sources furnishing services to members; (d) to affect such reasonable security measures as No Studios may deem appropriate and in the best interests of the Premises; subject, however, to Member’s right to admittance under such reasonable security regulations as No Studios may prescribe from time to time; (e) to approve the weight, size, and location of heavy objects, which objects may be moved in, about or out of the Premises only at such times and in such manner as No Studios shall direct, and in all events at Member’s sole risk and responsibility; and (f) to take any and all measures necessary or desirable for the operation, safety, protection or preservation of the Premises, including repairs, alterations, decorations, additions or improvements, whether structural or otherwise.
CANCELLATION, DEFAULT AND TERMINATION.
6.1 Cancellation Prior to Commencement Date. Either No Studios or Member may cancel this Agreement prior to the Commencement Date upon delivery of notice to the other party.
6.2 Termination After Commencement Date by Member. After the Commencement Date, Member shall not have the right to terminate this Agreement prior to the expiration date of the then-current Term. If Member has elected to have this Agreement automatically renew, Member may not terminate this Agreement except by providing written notice to No Studios of non-renewal at least 30 days prior to the expiration of the then-current Term.
6.3 Termination or Suspension After the Commencement Date by No Studios.
(a) Without limiting any other rights, No Studios may provide Member notice of non-renewal at any time, which notice shall be effective at on the last day of the then-current Term.
(b) No Studios may withhold services or immediately terminate this Agreement: (i) upon breach of this Agreement by Member; (ii) upon termination, expiration or material loss of No Studios’ rights in the Premises; (iii) if any outstanding fees are still due after No Studios provides notice to Member; (iv) if Member fails to comply with the terms and conditions of this Agreement (including the House Rules) or any other policies or instructions provided by No Studios; (v) Member’s conduct, or that of someone at the Premises with its permission or invitation, is incompatible with the ordinary use of the Premises and (i) such conduct is repeated despite Member having been given a warning or (ii) such conduct is material enough (in No Studios’ opinion) to warrant immediate termination; or (vi) at any other time, when No Studios, in its reasonable discretion, sees fit to do so. Member will remain liable for past due amounts, and No Studios may exercise No Studios’ rights to collect due payment, despite termination or expiration of this Agreement.
6.4 Removal of Property Upon Termination or Expiration. Prior to the termination or expiration of this Agreement, Member will remove all of its and its guests’ property from the Premises. After providing Member with reasonable notice, No Studios will be entitled to dispose of any property remaining in or on the Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and Member waives any claims or demands regarding such property or No Studios’ handling of such property. No Studios will be responsible for paying any fees reasonably incurred by No Studios regarding such removal. Following the termination or expiration of this Agreement, No Studios will not forward or hold mail or other packages delivered to No Studios.
7.1 Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the Wisconsin, U.S.A. without regard to conflicts of laws provisions thereof.
7.2 Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
7.3 Subordination. This Agreement is subject and subordinate to No Studios’ lease with its landlord of the Premises and to any supplemental documentation and to any other agreements to which No Studios’ lease with such landlord is subject to or subordinate.
7.4 Extraordinary Events. No Studios will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement (with the exception of any obligations on Member’s part to pay any sum of money due to No Studios under this Agreement) as a result of any causes or conditions that are beyond No Studios’ reasonable control, including without limitation any delays or changes in construction of, or No Studios’ ability to procure any space in, any Premises.
7.5 Severable Provisions. Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
7.6 Survival. All provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
7.7 No Studios’ Right to Transfer Interest. No Studios has the absolute right to transfer its interest in the Premises and in this Agreement, and upon any such transfer No Studios shall automatically be released from all liability under this Agreement, and Member shall look solely to such transferee for the performance of No Studios’ obligations hereunder. No Studios may assign its interest in this Agreement to a lender as additional security provided that such assignment shall not release No Studios from its obligations hereunder and Member shall, in such event, continue to look solely to No Studios for the performance of No Studios’ obligations hereunder.
7.8 Relationship of the Parties. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this 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 this relationship.
7.9 Amendment. This Agreement may not be altered, amended, modified, or extended except by written instrument signed by No Studios and Member.
7.10 Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (c) by telecopier (with answer back acknowledged), addressed if to No Studios at No Studios’ address set forth in the General Terms, or at such other address designated from time to time by No Studios, or if to Member, at Member’s address set forth in the General Terms, or at such other address designated from time to time by Member. Notices, consents, approvals and requests required or permitted hereunder directed to Member shall also be effective if sent to Member at the electronic mail address set forth in the General Terms, or at such other address designated from time to time by Member, if a written notice of such communication being sent to Member was also posted at the Premises. A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a business day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a business day; in the case of electronic mail on the later of the date that the electronic mail was sent or the date the posting of notice of electronic mail was posted at the Premises.
7.11 Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of the Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
7.12 No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of Member or its parent, Member may not sublicense, transfer or otherwise assign any of its rights or obligations under this Agreement (including by operation of law) without No Studios’ prior consent. No Studios may assign this Agreement without Member’s consent.
7.13 Agreement to Arbitration and Class Action Waiver. Any dispute or claim relating in any way to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accord with its Commercial Arbitration Rules (available at www.adr.org), except that Member or No Studios may assert claims and bring actions in court actions to remove Member, or prevent Member’s removal, from the Premises if Member does not leave when this Agreement terminates or expires. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this agreement. Member and No Studios acknowledge that this agreement is a transaction in interstate commerce governed by the Federal Arbitration Act. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Member nor No Studios will seek to have any dispute heard as a class action or in any proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. Member and No Studios also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if No Studios is a party to the proceeding. MEMBER IS GIVING UP ITS RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM MEMBER MAY HAVE AGAINST NO STUDIOS INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
7.14 Entire Agreement. This Agreement (including the Exhibits, Schedules hereto and the House Rules (as the same may be amended from time to time)) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, executors, successors and permitted assigns, as the case may be. All terms used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the context may require.
MEMBERSHIP DIRECTORY TERMS:-
Our mission is to help people access, connect and benefit from other creatives and arts organizations within the community. Toward that aim, we seek your permission to share your Membership Information located at www.nostudios.com (the “Site”). Giving consent by checking the appropriate box below means that you agree No Studios may publish your Name, E-Mail address, Company, Affiliations, Membership Category, Artistic Type, Biography, and Photo to its online Membership Directory. Notwithstanding the foregoing, No Studios’ will have the right but is not obligated to list Member Information on our Site and may remove Membership Information at any time at our sole and absolute discretion.