CO-OP SUBSCRIPTION AND MEMBERSHIP AGREEMENT
This Subscription and Membership Agreement (this “Agreement”) by and between Little Acres Farm to Table, LLC (the “Corporation”) and the joining individual or entity, (“Member”), as of the Effective Date as defined in Section 2 below.
A. The Corporation has been organized to engage in a mercantile and marketing business providing groceries and other consumer goods and services to its members and the local community directly from local farmers. Requirements for membership in the Corporation are described below.
B. For the foreseeable future, the Corporation will be selling memberships at $100.00 per year. These payments will not be escrowed, but will be used for operational expenses of the Corporation.
IN CONSIDERATION of the above recitals, the understanding and acceptance of which is hereby acknowledged, the parties agree as follows:
1. Sale and Purchase of Membership. In accordance with the terms and conditions of this Agreement, the Corporation hereby agrees to sell to the Member, and the Member hereby agrees to purchase from the Corporation a one (1) year membership. Upon the Corporation’s acceptance of this Agreement, which is in the sole discretion and subject to the terms and conditions contained in this Agreement, the Corporation shall issue proof of one (1) year membership to the member.
2. Payment of Purchase Price. The Member shall pay the Membership amount to the Corporation upon the Member’s execution and delivery of this Agreement. Upon the Corporation’s acceptance and signature of this Agreement, the Member’s payment will be deposited into the Corporation’s bank account.
3. Restrictions on Sale, Transfer and Resale. No membership shall be transferred to any other person without the express written permission of the Corporation.
4. Further Terms of Membership. The parties acknowledge that their membership is at the sole discretion of the Corporation. Further, the Member agrees to abide by such rules and regulations for membership as the Corporation may promulgate from time to time and which the Corporation believes to be in the best interest of the Corporation.
5. Representations and Warranties of Member. The Member represents and warrants to the Corporation, and agrees, as applicable, that:
(a) This Agreement has been duly authorized, executed, and delivered by the Member and constitutes the Member’s legal, valid and binding obligation enforceable in accordance with its terms. If the Member is a corporation, limited liability company, trust, or partnership, it is authorized to make the investment contemplated herein, and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.
(b) The Member understands that this Agreement and the Subscription Materials supersede and replace any and all other prior information the Corporation or anyone purporting to act on behalf of the Corporation has disseminated, whether orally, in writing, or via related websites, and that the Member is not relying on such information as a basis for the Member’s decision to join the Corporation at this time.
6. Indemnification and Hold Harmless. The Member agrees to indemnify and hold harmless the Corporation, its directors, officers and agents for and from any and all losses, liabilities, claims, damages or expenses (including without limitation, attorney’s fees and other costs of investigating, prosecuting or defending any litigation claim) caused, directly or indirectly, by the Member’s breach or misrepresentation of any agreement, representation, or warranty herein (which shall survive the effective date) or as a result of reliance by the Corporation or such persons on the Member’s agreements, representations and warranties contained herein. The Member further agrees that if they are to bring any suit, claim or other matter against the Corporation that they are limited in the amount of damages to $100.00 which is the cost of their one (1) year membership.
7. Term of Agreement. This Agreement shall not terminate but will continue as the parties’ agreement with respect to membership in the Corporation until terminated.
8. Dispute Resolution. The parties agree that they will act in good faith and use their best efforts, and within a reasonable time frame, to resolve any issues that may arise. The parties further agree that in the event an issue arises that they are unable to resolve to their mutual satisfaction that they shall first attempt formal mediation with a mediator selected by the Corporation. The parties agree that any mediation proceedings between them and the outcome of such proceedings shall be kept strictly confidential; provided, however, that the parties may disclose such information to the extent required by law and to their respective agents and professional advisors who have a legitimate need to know such information.
9. Notice: All notices and other communications under this Agreement must be in writing and will be delivered personally, mailed or sent by facsimile.
If to the Corporation:
Little Acres Farm to Table LLC
810 Hwy 14a West
Lovell Wyoming 82431
If to the Member:
Address as given on sign up form.
10. Joint Membership. In the event there is more than one Member named in this Agreement, each Member acknowledges that all of the liabilities and obligations hereunder are joint and several and that all property interests are as joint tenants with rights of survivorship. For tax purposes, the person listed first in the signature block below will be the taxpayer of record and will receive any tax reports.
11. General Provisions.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
(b) Amendments. Except as otherwise expressly provided in this Agreement, this Agreement may not be amended.
(c) Successors and Assigns. The Member may not assign directly, indirectly or by operation of law any rights or delegate any of its duties or obligations under this Agreement, and any attempted assignment or delegation shall be void and unenforceable. The Corporation may assign its rights and obligations hereunder. The rights and obligations of the parties shall inure to the benefit of and shall be binding upon the personal representatives, heirs, successors and assigns of the parties.
(d) Severability; Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.
(e) Waiver of Rights. No waiver by either party of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.
(f) Definitions; Headings; Number; Gender. A term defined in any part of this Agreement shall have the defined meaning wherever such term is used herein. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement. Unless the context requires otherwise, the use of a masculine pronoun includes the feminine and the neuter, and vice versa, and the use of the singular includes the plural and vice versa.
(g) Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.
(h) Governing Laws and Forum. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Wyoming. The parties hereto further agree that any action brought to enforce any right or obligation under this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Wyoming, Fifth Judicial District, County of Big Horn.
Selecting this plan is the same as writing your signature. It is legally binding with this document.
Acceptance of Subscription
(Notwithstanding anything in this Agreement to the contrary, the Corporation’s acceptance of any subscription is entirely within the discretion of the Corporation.)