Ledger Membership Agreement

1. The Players. In this agreement, words like we, our, and us refer to the operators of Ledger. Currently, this is Ledger Operations Community, LLC, but we have the right to change this legal entity at any time. Words like you, your, and Member refer to you — the individual signing this agreement, and any legal entity or person you represent. If you claim to be representing a legal entity or other individuals, keep in mind that by signing you warrant you have the authority to bind them. 

2. Member Tiers. Ledger offers Member tiers, and each tier varies in the length of commitment and the amenities included. Review your Tier Details document to understand the benefits and obligations for your specific membership.

  • Hot Desk. Non-reserved workstations available to Members on a first-come basis during business hours.
  • Reserved Hot Desk. Reserved workstation during business hours.
  • Dedicated Desk. Secure reserved workstation available at all hours.
  • Private Office. Move-in ready, fully furnished flexible offices and suites with Member credits included. Membership perks included. Available at all hours.
  • Flex Office. Move-in ready, fully furnished flexible offices and suites. No Membership perks. Available at all hours.
  • Flex+ Office. Move-in ready, fully furnished flexible offices and suites with Member credits included. Membership perks included. Available at all hours. 

Membership Fees: The monthly Membership Fees for your Member Suite is posted above. The invoice is posted on the 25th of the current month. Ledger will automatically charge your preferred Member payment method on the First day of each calendar month for your recurring Member fee, credits, purchases, and any other charges associated with your membership. Your recurring Member fee begins accruing on your Member start date, and you are responsible for making timely payment. Payments that are outstanding more than 5 days will be subject to a late fee of 1% per month, and we reserve the right to suspend or terminate your membership and your access to our services for nonpayment. Payments by credit card may be subject to an additional processing fee. 

3. Commitment Term: Your Membership will automatically renew upon the same terms if you do not give notice in accordance with Section 10 of this Agreement. In other words, if you have committed to a three-month additional term and fail to timely notify us of your intent to terminate your Membership, you will automatically be renewed for an additional three months at the expiration of the Initial Term.

Your Term: Your Initial Membership Term will start on 1) Substantial completion of the Premises and the Building with receipt of a certificate of occupancy (“CO”) from City of Bentonville between October 1, 2022 – January 1, 2023 and ends in accordance to your commitment terms. Your Membership will automatically renew upon the same terms if you do not give notice in accordance with Section 10 of this Agreement. In other words, if you have committed to a three-month additional term and fail to timely notify us of your intent to terminate your Membership, you will automatically be renewed for an additional three months at the expiration of the Initial Term. 

Termination before the Expiration of the Membership Term. You cannot terminate your membership prior to the end of that Term, or you will be breaching this Agreement. If you terminate your Membership before its expiration of your Membership Term, we will not pro-rate any of your Membership fees or other amounts due to us. If your membership is terminated before the end of the Membership Term, you must remove all your personal property within one business day of termination. Should you terminate your Membership early, all fees for the entire term are immediately due and payable. 

4. Our Policies. By signing this agreement, you accept that you are bound by the Ledger Community Standards, the Ledger Network Policy, and the Ledger Privacy Policy, and the Ledger Commencement Date Agreement. We can, and will, occasionally update our policies, and we will notify you at your Member email address when we do so. By continuing as a Member and using the Ledger services, you agree to be bound by these updates.

5. Our Services.

  1. Our Hours. All Members may access Ledger during our standard business hours of 7:00 a.m. to 5:00 p.m. on weekdays, except for public holidays which may have more limited hours. Depending on your Member tier, you may be able to access Ledger 24 hours a day, 7 days a week. Regardless of your tier, we may occasionally need to limit access but will make efforts to minimize these disruptions.
  1. General Services. We will make commercially reasonable efforts to provide you with access to Ledger and to our services. These services include at least access to and use of the following:
  • the common areas at Ledger
  • high-speed internet connection
  • printing, copying, and scanning system using Member credits or pay-as-you-go
  • reservation-only conference room spaces using Member credits or pay-as-you-go
  • private phone booths
  • assistance from the Community Team
  • Member Pantry areas and a selection of beverages at no charge
  • participation in Members-only events and promotions
  • additional Services specifically listed for your membership tier
  • bicycle storage and e-bike charging on a first-come, first-serve basis
  1. Credits. Depending on your Member tier, you may receive credits that do not roll over each month. Credits are tied to your Member account and are non-transferable.
  1. Mail and Package Services. Members at the Private Office tier or higher may receive mail and packages at Ledger, and we will hold packages for up to 14 calendar days. We cannot, however, be held liable for such packages, as we cannot guarantee receipt. All other membership tiers can add-on mail and package services. 
  1. Bicycle Storage. As the first bikeable building, we prioritize safe and convenient storage of your bicycle while you are working at Ledger. Although bicycle storage areas are subject to video monitoring, we encourage you to use your own lock, and we cannot be held liable for any damage or loss to any item you store in these locations.
  1. Storage Lockers. Ledger provides day-use storage lockers. Day use lockers are cleaned out after the close of business each day, unless you have a dedicated storage locker reserved through the Member portal and pay the associated fee. Ledger is not responsible for your items left in the storage lockers, and it is your responsibility to ensure you clean out your locker at the end of the day. 

6. Community Standards. Every Member agrees to abide by the Ledger Community Standards while using the services and while present at Ledger. We reserve the right to suspend or terminate your membership and your access to our services for violations of these standards. While we encourage collaboration between Members, we cannot endorse or verify any individual Members, and we are not responsible for the actions of other Members. We will not participate in disputes between Members.

7. Health and Safety. Ledger, in its sole discretion, may take the steps necessary to protect its Members, employees, vendors and guests. For example, Ledger may require Members to wear masks, submit to temperature checks, limit the number and timing of guests, or temporarily restrict access to certain areas. 

8. Access and Security. As a Member, you will receive a keycard for access to Ledger, and you will be required to create an account in the Ledger Member System. Each keycard is specific to a single account and to a single individual and is connected to the Member credit system. You agree that you will not share your keycard with anyone else, and that you will not duplicate or alter your keycard, nor otherwise interfere with the keycard system. You are responsible for all actions associated with your keycard, so you should notify us immediately if your card is lost or abused. For security reasons, you may be required to show valid government-issued photo identification when entering Ledger or otherwise using your keycard. We may record certain areas of Ledger by video for security purposes.

9. Property. We cannot be responsible for property you choose to leave behind at Ledger, and it is your responsibility to secure and store your personal items and equipment. 

10. Termination. Your membership has an agreed Term — commonly this is either month-to-month or annual. If you wish to terminate a month-month membership or a membership with a longer Term, you must notify us 30 days prior to the end of the Term, and the termination will be effective at the end of the following month.

11. Our Intellectual Property. While we encourage you to share your Ledger experience with others, you may not use any of our intellectual property for any purpose, including commercial purposes, without our written consent. This includes our business names, trademarks, copyrights, patents, trade secrets, trade dress, and promotional materials. You may use the Ledger name in plain text for descriptive purposes, such as in a signature block or address listing, but you may not use it in other ways like domain names, social media profiles, etc.

12. Publicity. You consent to our use of your company name and logo in any Member directory, both public or internal, and in our marketing materials. You also affirm that your logo does not infringe on the rights of any other party.

13. Waiver of Claims and Limitation of Liability. You waive all legal claims against us and our affiliates, parents, and successors, and each of our and their employees, assignees, officers, agents, and directors (collectively, the Ledger Parties), resulting from injury or damage to, or destruction, theft, or loss of, any property or person, except to the extent caused by the gross negligence, willful misconduct, or fraud of the Ledger Parties. You agree that the aggregate monetary liability for any claim against the Ledger Parties is limited to the total amount you have paid to us in the 12 months prior to the claim. You further agree that the Ledger Parties will not be liable, under any claim, for any indirect, special, incidental, consequential, reliance, or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. Lastly, you agree that any claim must be commenced within one year of the claim’s accrual.

14. Indemnification and Responsibility. You are responsible for your actions, and for the actions of any person or service animal you invite into Ledger, and you may be charged reasonable replacement or repair costs as required to address any damage caused. You further indemnify us against any claims resulting from your breach of this agreement, or from the actions or omissions of you or your guests, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the Ledger Parties. We can restrict your ability to bring other people or animals into Ledger for any reason. You are responsible for maintaining, at your own expense, insurance in the amount appropriate to your business. For Members at the Private Office or Large Office tier, you will maintain a commercial general liability policy with us named as an additional insured, and with language showing the insurer waives all rights of recovery against us.

15. Enforceability. Each provision of this Agreement is intended to have legal effect. Should any portion of this Agreement be held unenforceable, this Agreement shall be construed to give legal effect to all other provisions. 

16. Relationship of the Parties. You and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by this agreement. Neither party will in any way misrepresent our relationship.

17. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of your legal entity, you may not transfer or otherwise assign any of your rights or obligations under this agreement (including by operation of law) without our prior consent. We may assign this agreement without your consent.

18. Compliance with Laws. You represent that you will conduct your operations ethically and in accordance with all applicable laws. 

19. Survival. Even after this agreement is terminated, certain terms will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination, including Sections 11–22. 

20. Governing Law; Venue; Dispute Resolution. This agreement and any associated transactions are governed by the laws of the State of Arkansas without regard to conflicts of law provisions. Any dispute, controversy or claim between you and us that we can resolve amicably will be finally settled in accordance with the arbitration rules of the American Arbitration Association by a single mediator or single arbitrator. The place of any mediation or arbitration will be Bentonville, Arkansas. The award rendered will be final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction. In any action to enforce rights under this agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, and other fees, costs, and expenses of every kind in connection with the action, the collection of any award, and the enforcement of any order, as determined by the arbitrator or court. For the avoidance of doubt, all claims, suits, or other actions arising out of this Agreement shall be brought on Benton County, Arkansas.

21. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other 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. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

22.Liability for Uncontrollable Circumstances. Sometimes, there are events that neither Ledger nor you cannot control. Neither party will be liable for failing to perform any obligation in this contract resulting from circumstances beyond the party’s reasonable control. These circumstances include, but are not limited to, construction delays, fire, terrorism, pandemics, labor shortages, and supply chain interruptions.