General Terms and Conditions

MEMBERSHIP AGREEMENT

Protecting the Health and Vitality of our Community

This Membership Agreement (“the Agreement”) effective immediately (the “Effective Date”) between Curtis Coworking LLC, a Minnesota limited liability company d/b/a WELLWORTH (“WELLWORTH”) and member (“Member”) provides the terms and conditions of membership for Member being granted a license to participate in an office cooperative and professional co-working environment with WELLWORTH. Member agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of WELLWORTH, the Premises, or the Building as those terms are defined below, as set forth herein.

  1. Grant of License. WELLWORTH hereby grants to Member, and Member hereby accepts, a non-exclusive license to the WELLWORTH location (“the Premises”) available in the building located at 428 Minnesota Street, St. Paul, Minnesota 55101 (“the Building”) and use the resources contained therein, subject to the membership level for which Member has paid, during the Term of this Agreement. Member acknowledges that no exclusive use rights have been granted to it by WELLWORTH.

  2. Membership Levels. Each Member must select one of the following membership levels.

a. 5 Day Pass i. Commitment requirement: Month-to-month arrangement. ii. Access: Monday-Friday, 8am-5pm. iii. Orientation: On or before Member’s first day of access it must attend a member orientation session before using its membership. iv. Cancellation notice: Full 30-day notice.
b. Open Co-Working i. Commitment requirement: Month-to-month arrangement. ii. Access: 24/7. A 24/7 key-holder is entrusted with a significant amount of security responsibility. After normal business hours of operation, the community's property may be exclusively in Member’s hands, so it is Member’s responsibility to secure the Building if Member believes it is the last person on the Premises or any time after 5pm. WELLWORTH may terminate your membership or revoke 24/7 access privileges if Member abuses this privilege.
iii. Orientation: On or before Member’s first day of access it must attend a member orientation session before you begin using its membership. iv. Cancellation notice: Full 30-day notice.

c. Dedicated Desk i. Commitment requirement: Month-to-month arrangement. ii. Access: 24/7. A 24/7 key-holder is entrusted with a significant amount of security responsibility. After normal business hours of operation, the community's property may be exclusively in Member’s hands, so it is Member’s responsibility to secure the Building if Member believes it is the last person on the Premises or any time after 5pm. WELLWORTH may terminate your membership or revoke 24/7 access privileges if Member abuses this privilege.
iii. Orientation: On or before Member’s first day of access it must attend a member orientation session before you begin using its membership. iv. Cancellation notice: Full 30-day notice.

d. Dedicated Office Space. i. Commitment requirement: Dedicated Office space memberships require a 12-month commitment. One person will be designated as the Group Leader and is the Payor. Dedicated Office space memberships require payment of the first and last month’s Membership Fee at the start of the membership. If Member terminates its membership prior to the expiration of the 12-month commitment, it shall pay any unpaid fees up to a total of 12 months of fees within 24 hours of its termination.
ii. Access: 24/7. A 24/7 key-holder is entrusted with a significant amount of security responsibility. After normal business hours of operation, the community's property may be exclusively in Member’s hands, so it is Member’s responsibility to secure the Building if Member believes it is the last person on the Premises or any time after 5pm. WELLWORTH may terminate your membership or revoke 24/7 access privileges if Member abuses this privilege.
iii. Any Dedicated Office space access card not returned on or before the last day of your membership, for any reason, will incur a $20 fee per card on your account within 5 days of your last day of membership iv. Group Roster: A Group Leader and all names of additional members must be included on a membership roster. Any changes to the roster must be provided in writing a minimum of 48 hours prior to the individual starting by writing to [email protected] with the Member's name, start date and email address. Once the maximum number of spots have been filled the Group Leader may cancel a current member and add a new member with a $50 roster change fee in order to make any additions. v. Orientation: On or before Member’s first day of access it must attend a member orientation session before you begin using its membership. vi. Cancellation notice: Full 30-day notice. vii. Group Leader Payor Role: The Payor on the account is in charge of the following:

  1. Notifying WELLWORTH with 48-hour notice when new members are joining the group space by emailing [email protected] with the individual’s full name, email, and start date.

  2. Ensuring that new members are aware of, and attend an orientation on or before their first day.

  3. Notifying WELLWORTH by email when members are leaving by emailing [email protected] with the member’s full name and last date.

  4. Collecting any and all access cards and keys to WELLWORTH.

  5. At the end of the membership all access cards, keys and Wellworth property need to be turned into the Community Manager on or before the last day of the month. The group space should be turned in as good or better condition than it was received or a cleaning fee of $250 will be charged to the account on file.

  6. Membership Fees. Member will pay a fee (the “Membership Fee”) based on their Membership level to WELLWORTH on a monthly basis during the term of this Agreement. This Membership Fee is due and payable in advance of each month prior to the first day of each month. If any unpaid Membership Fees are not current by the 15th of the month, WELLWORTH may withdraw Member’s access to the Premises and terminate Member’s rights under this Agreement.

  7. Relationship of Parties. Member is not an agent or employee of WELLWORTH. Member agrees to be responsible for the collection and reporting of any and all taxes that may become due as a result of his/her business including without limitation all income taxes, self-employment taxes, unemployment taxes and workman compensation premiums. Member has no leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind to the Premises or the Building.

  8. Rights of Access. WELLWORTH staff and Building management have access to any space at any time, regardless of Membership Level for both maintenance and inspection purposes. Member has no expectation of privacy in the Premises.

  9. Signage. WELLWORTH, at its sole cost and expense, shall maintain, repair and replace, as necessary, directory and suite identification signage in the Premises.

  10. Code of Conduct. The Code of Conduct attached are hereby incorporated into and shall be considered part of this Agreement. WELLWORTH may unilaterally amend or supplement the Rules and Regulations from time to time provided that WELLWORTH provides written notice of such changes to Member. All changes and supplements to rules, regulations and policies, including the Code of Conduct, shall be effective immediately and shall constitute a part of and be incorporated into this Agreement.

  11. Compliance with Laws. In addition to compliance with the Rules and Regulations and other policies promulgated by WELLWORTH, Member shall also comply with all rules, regulations, laws, standards, and ordinances, including without limitation all environmental and hazardous materials laws, whether federal, state, or local, applicable to the Premises.

  12. Intellectual Property/Confidential Information. WELLWORTH is a place for new businesses to collaborate, to grow and to thrive. Members may be exposed to confidential information, trade secrets, technology, customers, or prospects that is not publicly owned and proprietary to WELLWORTH or other members (“Confidential Information”). Member agrees to not use or disclose any such Confidential Information. Member further agrees it shall not use or infringe upon any intellectual property rights of WELLWORTH, other members, or other parties.

  13. Abusive Behavior. Member agrees to not defame, harass, threaten, abuse, or otherwise violate the rights of other Members to be free from a professional environment. Distribution, posting, or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information is strictly prohibited.

  14. Use of Electronic Systems. All use of WELLWORTH computer resources, including, but not limited to e-mail and internet, and other electronic devices including, but not limited to, voicemail and fax, must be appropriate and in accordance with this Agreement. Inappropriate use, which may be defined from time to time in the discretion of WELLWORTH, includes but is not limited to:

a. Use of systems in a harassing manner; b. Use of the systems to create, send, or receive messages, pictures, or computer files which are fraudulent, illegal, pornographic, obscene, sexually suggestive, insulting, sexist, racist, discriminatory or harassing;
c. Use of the resources to conduct illegal activities; d. Making illegal copies of licensed software; e. Using software that is designed to destroy data, provide unauthorized access to WELLWORTH’s computer or communication equipment, or which would disrupt WELLWORTH’s computer or communication equipment in any way.

  1. Advertising. Member consents to WELLWORTH using its name or likeness in the promotion or marketing of WELLWORTH during the term of this Agreement and thereafter. Such use may include use of images of Member or its property located at the Premises.

  2. Damages. NEITHER PARTY SHALL BE LIABLE UNDER THE AGREEMENT TO THE OTHER PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES EXCEPT FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY OBLIGATIONS ARISING OUT OF OR RELATING TO THE INDEMNITY SECTION OF THIS AGREEMENT OR FOR WILFUL MISCONDUCT OR FRAUD.

  3. Authority for Agreement. Member has the capacity and authority to execute and be bound by the terms of this Agreement. The execution of this Agreement does not violate the terms of any other Agreement or judgement to which Member is a party.

  4. Indemnification. Member agrees to defend, indemnify, and hold WELLWORTH harmless against any and all claims, indebtedness, demands, actions, obligations, duties, damages, costs, expenses, rights, remedies, and liabilities of any kind (including attorney’s fees), whether based on tort, contract, statute, regulation or any other source of law or equity which result from the activities or conduct of Member arising after the Effective Date.

  5. Default by Member. If Member fails to pay the Membership Fee or other sum due hereunder or Member fails to comply with any other term or condition of this Agreement including the Rules incorporated herein within 3 days after WELLWORTH’s delivery of written notice of such failure from WELLWORTH, then WELLWORTH shall have the right to terminate this Agreement and remove or otherwise dispose of personal property Member has left on the Premises.

  6. Assignment. Member may not assign or transfer its rights under this Agreement without the written consent of WELLWORTH. WELLWORTH may assign or transfer its rights under this Agreement at any time without consent.

  7. General Liability, Property and Casualty Insurance. WELLWORTH will carry its general liability and business personal property insurance, but such insurance will not cover Member. Any insurance carried by WELLWORTH will not cover losses of Member’s personal property or the personal property of Member’s customers or guests. WELLWORTH is not responsible for Member’s contents coverage and is not liable for losses of Member’s business or personal property or properties of customers or guests. Member shall secure his or her own insurance to protect against Member’s personal losses and the personal losses of Member’s customers and guests.

  8. Legal Costs. In the event of any litigation arising out this Agreement, the prevailing party shall be entitled to its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action.

  9. General. This Agreement, and the attached Code of Conduct, constitute the entire agreement, and contain all the covenants, promises, agreements, conditions and understandings between WELLWORTH and Member with respect to Member’s right to use the Premises. No other written or oral agreements have been entered into between the parties. This Agreement is binding upon the parties hereto and their respective heirs, successors and assigns. This Agreement shall be governed by and construed with the laws of the State of Minnesota. The failure of WELLWORTH to insist upon strict performance by Member of any of the conditions, provisions, Rules and Regulations, and agreements in this Agreement shall not be deemed a waiver of any of WELLWORTH’s rights or remedies, and shall not be deemed a waiver. This Agreement may be modified only in writing signed by both WELLWORTH and Member, with the exception of the Rules and Regulations attached hereto as Exhibit A which may be unilaterally amended or supplemented by WELLWORTH from time to time, provided written notice of such amendment or supplement is provided to Member. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement.
      IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.

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