Firebrand Collective Membership Agreement
By creating an account and accepting this Membership Agreement, you are entering into a legally binding agreement with Firebrand Collective, LLC, a Missouri limited liability company (sometimes referred to as “we,” “us,” “our”) with respect to membership in our photography studio and office space located at 1321 West 13th Street, Kansas City, MO 64102 (the “Office”). All references to “you” mean you, an individual. However, if you are using the Office on behalf of a business entity, then “you” means both you and your business entity.
Additionally, by creating an account and accepting this Membership Agreement, you are evidencing your acceptance of our House Rules (available at www.firebrandcollective.com/house-rules).
There are multiple levels of membership, each with different benefits and services. The different levels of membership are described at www.firebrandcollective.com/membership. We reserve the right to add to, remove from, or amend, one or more level of membership at any time, for any reason. If we make such a change, the modified membership levels will become applicable to you at the time of your next membership renewal and your membership renewal will constitute your acceptance of the change(s). If you do not agree with the change(s), your sole remedy will be to terminate your membership effective at the end of your then current membership term.
You and we will discuss and mutually agree (in writing, including email) on the right membership level for you. Your membership fees, rights, benefits, and restrictions will be dictated by your membership level (for clarity, you will not be entitled to anything or any access to the Studio other than as expressly stated in your membership level). All credits, hours, and other benefits associated with your membership will expire at the end of each month and will not roll over to subsequent months (for clarity, you will not be entitled to a refund for unused credits or hours). You can upgrade to a higher membership level at any time by contacting us and by paying the higher fees associated with such membership. You can downgrade your membership level at the conclusion of your then current membership term by providing written notice to us no later than 30 days prior to the expiration of your then current membership term.
Each membership level has fees and costs associated with that membership level. After you and we agree on your membership level, you will be required to pay the recurring fees associated with your membership level. If your membership level is a daily membership level, then you will be required to pay your daily fee each time you use the Studio. If your membership level is longer than one day, then you may pay your membership fees monthly or in one lump-sum for the full duration of your membership term. If you choose to pay monthly, you will be required to provide your payment information into our payment gateway so that we may charge your card the recurring fees and your provision of your payment information constitutes your acceptance to the recurring membership fee charges.
Length of Membership
The term of your membership shall be one day and each time that you drop in to use the Office for another day (or portion of a day) your membership will be deemed renewed for that one day.
Notwithstanding the foregoing, if you and we agree (in writing, including email) that your membership will be for one or more months, then the number of months agreed to between you and us shall be the term of your membership and your membership will automatically renew for successive terms equal in length to your initial membership term.
Termination of Membership
You may terminate your membership at the end of your then current membership term by delivering written notice to us no later than 30 days prior to the expiration of your then current membership term.
Some membership levels include private space within the Office. If you have a such a space you shall maintain it in a clean and professional manner. If you leave anything in your private space, you do so at your own risk. We do not and will not maintain any insurance with respect to anything you leave in your private space. Notwithstanding anything contrary in this Membership Agreement, we or our representative may enter your private space at any time for any reason including for emergency situations.
House Rules & Restricted Activities
As a member, you must comply with our House Rules at all times and you must also comply with all applicable local, state, and federal laws and regulations. Additionally, you shall limit your use of the Office to that of a general office use and you shall not perform any of the following restricted activities in the Office: (a) anything which is likely to be disruptive to us or any of the other members; (b) anything illegal or offensive; (c) use of the Office as a “storefront” in which members of the public are likely to enter off the street without invitation; and (d) use of the Office for any unauthorized parties or other large gatherings. Additionally, you may not store or leave anything at the Office expect as otherwise provided in this Membership Agreement or as otherwise permitted in writing by us.
Your Employees, Agents, and Guests
It is your responsibility to ensure your employees, agents, and guests comply with our House Rules at all times and you shall not allow any of them to access any portion of the Office when you are not present to oversee their actions. Your employees, agents, and guests may not do anything in the Office which would violate this Membership Agreement and you must ensure that they do not partake in any of the restricted activities described above.
Alcohol & Liquor
If you offer alcohol or liquor to your employees, agents, or guests, it is your responsibility to comply with all local, state, and federal alcohol and liquor laws and regulations, including obtaining all requisite licenses and permits. You shall not take any action which is in violation of such laws or regulations. Further, you hereby indemnify the Indemnified Parties (defined below) from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any service or provision of alcohol or liquor to any of your employees, agents, and guests.
Waiver of Claims
You, on your own behalf and on behalf of your employees, agents, and guests, waive all claims and rights against us and our landlords at the Office and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Indemnified Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property or person.
Limitation of Liability
The aggregate monetary liability of any of the Indemnified Parties to you or your employees, agents, or guests, for any reason and for all causes of action, will not exceed the total fees paid by you to us under this Membership Agreement in the 12 months prior to the claim arising. None of the Indemnified 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. You acknowledge and agree that you may not commence any action or proceeding against any of the Indemnified Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one year of the cause of action’s accrual.
You shall indemnify the Indemnified Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Membership Agreement by you, your employees, agents, or guests, or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons that you, your employees, agents, or guests, invite to enter the Office. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Indemnified Parties without our written consent. None of the Indemnified Parties shall be liable for any settlement made without its prior written consent.
We do not control and are not responsible for the actions of other members in the Office or any other third parties. If a dispute arises between you and another member or any other third party in the Office, we shall have no responsibility or obligation to participate, mediate, or indemnify any party.
We may amend this Membership Agreement at any time by providing advance notice to you and the amendments (or if applicable, restatement) will apply to you starting on your next renewal. Your renewal of this Membership Agreement after we provide the notice to you constitutes your consent to the amendments (or if applicable, restatement).
This Membership Agreement and the rights and obligations in this Membership Agreement may not be assigned by you or us without the prior written consent of the other party, except that we may assign this Membership Agreement and our rights and obligations in this Membership Agreement pursuant to a merger, acquisition, or other change of control.
Governing Law; Jurisdiction; Venue; & Waiver of Jury Trial
This Membership Agreement is governed by and shall be construed in accordance with Missouri law, without regard to its conflict of laws rules. If a dispute arises between you and us related to your membership, then the dispute shall be resolved in the U.S. District Court for the Western District of Missouri and/or the state courts in Jackson County, Missouri, and you and us each consent to venue and personal jurisdiction there. Both you and we waive trial by jury in all actions, proceedings, and counterclaims brought by either party against the other on any matter related to your membership.
Severability & Waiver
Each provision of this Membership Agreement shall be treated as separate and independent from the other provisions and the unenforceability of one shall not impair the enforceability of the others. The failure or delay by us to exercise any right or remedy set forth in this Membership Agreement will not operate as a waiver thereof. The waiver by us of a breach of any provision in this Membership Agreement will not operate as a waiver of any subsequent breach. No waiver by us will be effective unless and until it is in written form and signed by us.
The prevailing party in any litigation or other dispute resolution proceeding resulting from a misrepresentation in or breach of this Membership Agreement shall be entitled to reimbursement from the liable party (as determined by an arbiter/judge with competent jurisdiction) of all of its costs and expenses, including reasonable attorneys’ fees, incurred in connection with the proceeding and any appeal.