Terms and Conditions of Membership in Frontier Kitchen

This is a contract (hereinafter known as the “Agreement”) between the accepter of this agreement (herein after known as "Member") and Frontier Kitchen (referring to the respective entities Frontier Kitchen, LLC, Frontier Kitchen Chantilly, LLC or Frontier Kitchen Pittsburgh, LLC depending on the Member’s chosen location, as indicated in their subscription).

 By signing this Agreement t member accepts and consents to all of the terms and conditions established in the agreement, and agrees to abide by the rules and codes of conduct of Frontier Kitchen. Payment of a Retainer Invoice or Security Deposit may be used in leiu of a signed document as acceptance of all of the terms and conditions established in this Agreement. Any modification to the Agreement and Codes of Conduct of Frontier Kitchen do not modify or waive any terms and conditions established in the Agreement. Frontier Kitchen reserves the sole right to alter, amend, eliminate, or implement rules, codes, terms, or conditions of Frontier Kitchen membership or the member’s use of any Frontier Kitchen leased or managed premises.

 1.   Terms

 This membership is a subscription for the use of facilities and services provided by Frontier Kitchen for the term defined.

a.  Membership Privileges. Membership in Frontier Kitchen includes use of shared equipment in a single kitchen during hours conveyed, and conveyance of business services and membership privileges. Membership includes rights to participate in exclusive events and retail locations for Frontier Kitchen Members.

 b.  Cancellation/Termination. Member may not cancel the Agreement; after signing the member is responsible for the total contract cost. Frontier Kitchen reserves the sole right to cancel this agreement due to non-payment, conflict or other breach. Disputes regarding the termination of this Agreement will be handled by binding arbitration and member will bear all responsibility for associated costs (including bearing the costs of all collections, legal and court fees born by Frontier Kitchen) and late fees for unpaid dues.

 c.  Discounts. Promotional or negotiated discounts are contingent on the successful completion of the contract in which they are provided. Failure to complete the contract will retroactively forfeit all discounts provided and all discounted monies will become due at time of cancellation.

 d.  Renewal. Renewal or extension of this contract is at the sole discretion of Frontier Kitchen. Member is required to inform Frontier Kitchen of their intention to cancel their contract or not no less than 60 days prior to expiration. If member fails to notify their desire or intent to renew, Frontier Kitchen may choose to renew the Agreement at the current renewal rate for the term originally accepted or begin out-processing procedures to include, but are not limited to, selling the membership slot, selling the storage spaces and notifying regulatory authorities.

 2.   Agreement

 Member is responsible for the full cost of the Agreement. Member’s monthly installments shall be paid via electronic payment in full on the first day of the month. Credit card payments are acceptable but member may be responsible for the merchant fees, which may be nonrefundable. Payments processed after the 2nd of the month will be assessed a late fee of 10% or $250, whichever is greater. Payments made after the 10th of the month will incur an additional $25-per-day penalty. Failure to make required payments on time may also result in lockout of the facility, cancelation of facility-based regulatory permits and collection efforts. Payments are required to be made by automatic withdrawal from a bank account or credit card and returned or rejected payments may incur a $75 returned payment fee.

e. Security Deposit. Upon commencement of this Agreement, a Security Deposit (aka Retainer Invoice) shall be paid by Member. This payment is considered acceptance of this Agreement, the Code of Conduct and Personal Guaranty. This payment will be held by Frontier Kitchen as collateral security, and not prepaid rent, for the faithful performance by Member of all covenants, conditions and agreements of this Agreement. Frontier Kitchen, or its agents or successors, shall not be obligated to hold the Security Deposit as a separate fund, but may commingle the same with other funds. Frontier Kitchen may appropriate and apply the entire Security Deposit or so much thereof as may be necessary to compensate Frontier Kitchen for any breach under this Agreement on the part of Member. Neither the Security Deposit nor any installment of rent prepaid by Member shall be deemed liquidated damages in the event of a default by Member under this Agreement. In the event of bankruptcy or other creditor-debtor proceedings against Member, the Security Deposit shall be deemed to be applied first to the payment of Membership Agreement and other charges due Frontier Kitchen under the terms and conditions contained in this Agreement. If the Security Deposit is applied by Frontier Kitchen for any purpose, upon demand by Frontier Kitchen, Member shall forthwith restore the Security Deposit to the original sum deposited. The Security Deposit shall be repaid without interest to Member 4-6 weeks after the termination of this Agreement, provided Member shall have made all payments and performed all covenants and agreements required under this Agreement.

3.  Communication

 Member is aware that the primary method of communication from Frontier Kitchen will be email and the Band app. Member agrees they are solely responsible for receiving and replying to information received in this manner. Failure to receive the information does not excuse you from following policies and procedures communicated via these forums.

4.  Access to building and equipment

 Access to Frontier Kitchen buildings and equipment is strictly reserved for Frontier Kitchen staff, member companies, employees and guests. Members may not “share” a membership with another company or allow a non-member company to work in Frontier Kitchen at any time. Doing so will immediately cancel this agreement with full payment due for the entire contracted term.

 a.    Shared Kitchen Equipment. Members on shared membership spaces understand that all equipment is shared by whomever wants to use it. Shared equipment is first come/first served, no reservations or ‘holding’ is permitted. Each membership grants the right to use one shared worktable while onsite.  Use of more than one worktable will tolerated at the discretion of the Kitchen Director and/or until all worktables are in use and another member needs to use a table that does not already occupy one.

b.    Part time members are permitted to work from 6pm-7am Monday-Friday and all day/night Saturday and Sunday. Part-time members that use the shared space outside of these times will have their membership increased to full time without further notice, including a fee increase. Full time members may use shared workspace at any time.

 c.   Food Truck Depot only members. Members on Food Truck memberships have no right to prepare or produce on shared equipment unless otherwise stated in this document. These memberships grant cleaning (dishes, truck and food), oil recycling, trash disposal, and grant eligibility for storage and equipment space (for an additional fee, as stipulated below).

 d.  Storage. Members are not permitted to use storage areas not designated or assigned to them. If members place items in areas not assigned to them, or exceed designated times in communal areas, Frontier Kitchen will take one of the following actions, at our sole discretion: 1. discard the items (without renumeration to the member), or 2. assign a comparable or appropriate storage area to the member and immediately charged the account and the form of payment on file.

 e.  Kitchen Access. Members must not permit nor facilitate access to the Kitchen to anyone outside their company to include customers, regulators, inspectors or government officials without a warrant (outside of an emergency situation). Members are responsible for the activities of anyone the member lets into the Kitchen without Frontier Kitchen Management approval. Allowing non-members into the building without approval may result in fines as high as $500 per person/per incident.  Do not assume that because someone has previously been a member that they are currently in good standing; all members in good standing will have their own access ability.

 f.  Deliveries. Frontier Kitchen staff will accept deliveries during business hours on behalf of members, provided that member has notified Frontier Kitchen of the order. Unless the condition of the items is specifically stated on the invoice/order form, Frontier Kitchen will sign for the order “as is” and holds no responsibility for the state or quality of the ordered items. Member agrees to notify Frontier Kitchen staff if a specific quality standard is expected or required or if special handling of the items are required (refrigeration, etc).

5.  Members’ Use of Premises

Member shall use the Premises for the Permitted Use, and for no other purpose. Member shall not use the Premises, nor suffer the Premises to be used, for any unlawful purpose or in any unlawful manner or in violation of any valid regulation of any governmental body, or in any manner to (i) create any nuisance or trespass; (ii) vitiate any insurance carried by Frontier Kitchen; (iii) alter the classification or increase the rate of any insurance on the Building; or (iv) use the Building or Property for or cause any disruptive, harassing or outrageous conduct. Member shall not commit waste, overload the floors or structure of the Building, or take any action that would impair or alter parking spaces on the Property. Member shall not keep Hazardous Materials within or about the Premises, nor shall Member use or allow the Premises to be used for any impermissible purposes pursuant to this agreement. In the event of any such waste, damage or manner of use by Member, immediately upon written notice to Frontier Kitchen at the Premises, Member shall take such steps as are reasonably necessary to cease and repair the same, failing which Frontier Kitchen shall be entitled to take such steps and Member shall pay to Frontier Kitchen, upon demand, full reimbursement for all costs related to repair and removal of inappropriate items. Member actions shall not cause or result in any increase in premiums for the insurance carried by Frontier Kitchen. Member shall not permit any unreasonably objectionable odors or noises to emanate from the Premises.

a.  Employees. Members may have up to four persons per membership working at one time in the kitchen (including owners), however member understands that additional people do not afford additional space or resources. Member is all times responsible for the actions of their employees and guests while in Frontier Kitchen and will enforce all regulations in this agreement on the conduct of their employees and guests. 

6.  Sanitation

Members are responsible for sanitizing their workstations both before and after they begin to work according to the cleaning standards provided in the Code of Conduct. Frontier Kitchen will not be held responsible for adulterated products due to cross contamination caused by members’ improper sanitation procedures. While working in the kitchen, members are responsible for ensuring their operations do not and cannot contaminate other members’ products. It is the responsibility of the member to avoid or take steps to mitigate airborne sprays and particulates that could adulterate other members’ products.

a.  Workstation Cleaning. Members are responsible for completing the workstation cleaning checklist identified in the Code of Conduct when finished working; failure to do so will result in a $125 fine for first offense, $150 fine for the second offense and $200 for each subsequent offense. If Frontier Kitchen staff must come in to clean up member’s workstation due to improper cleaning, additional costs of $300/hour will be immediately charged to the member’s payment method on file. Access to the kitchen will be suspended until fines are paid and retraining is conducted. In the event of a dispute on quality of cleaning, video tapes will be checked and Frontier Kitchen management will have final arbitration of the dispute.

b.  Storage. Storage areas will be kept clean and organized at all times, with perishable items properly labelled, as required by Health Department regulations and demonstrated in the Code of Conduct. Food cannot be stored on floors and items left in areas that are not designated as a member’s storage area are subject to disposal. Member will receive one warning if items are not properly labeled or stored, then items will be subject to disposal. Members who choose to keep food products in locations outside of the Kitchen certify that they are following all proper regulatory requirements in the holding and production of their products. Members without rented storage space agree to remove all items from the “working” shelves by the end of their work time and agree that items that remain after are considered ‘abandoned’ and will be disposed of properly. Suite members may store any items they wish in their suite or may rent additional space in the communal storage area. Upon the completion of this Agreement and appropriate notice that the member will not be continuing in Frontier Kitchen member will receive a designated date/time to remove all stored materials. Member agrees that all items left in Frontier Kitchen after that time are considered abandoned and will be disposed of properly by Frontier Kitchen management without remuneration to the member.

7.  Food Safety.

At least one member of member’s organization in the kitchen at all times shall be a Certified Food Safety Manager. By signing this agreement, member agrees to operate by the Food Safety Standards required by Health Department standards, including but not limited to storing food at appropriate heights off floor and at appropriate temperatures, labeling all food items, cooking food to the appropriate temperatures, enforcing hygienic behavior in member operations, and maintaining a clean, organized, and safe workspace.

a.  Orientation and Equipment Training. All owners, managers and employees from the member’s organization are required to attend a Member Orientation and Equipment Training session prior to using Frontier Kitchen space. One owner or manager from the member’s organization will attend a Member Orientation on demand from Frontier Kitchen staff, if necessary. The initial member orientation must be scheduled with Frontier Kitchen prior to the first day of commencement of this membership term and will only be conducted upon clearance of all required payments.

b.  Regulatory Responsibilities. Member agrees to comply with all regulatory requirements on food preparation and production as put in place by local, state and federal authorities. Member is solely responsible for attaining all required inspections for their products and processes. Member agrees that Frontier Kitchen will be held harmless for regulatory infractions committed by the member that may result in fines and/or revocation of certification or licensing. In the event the member is shut down by regulators, they are not entitled to refund and will be held responsible for the remainder of dues required on the Agreement. Frontier Kitchen, at its sole discretion, will abide by all proper requests from regulatory authorities regarding member activities.

c.  Inspections. Frontier Kitchen staff will conduct regular inspections of suites and storage space in accordance with rules set down by the State Food Code and local health department officials or safety officials. Member is responsible for rectifying any problems identified by Frontier Kitchen staff within 24 hours. Failure to rectify identified problems will result in Frontier Kitchen staff cleaning and a cleaning fee, as described in section 6a, will be charged to the member.  

8.   Liability

 Frontier Kitchen shall not be liable for any damage, theft, injuries, or death caused by member’s negligence or willful wrongdoing, or for the wrongdoing or negligence of other members or their employees, but shall be liable to member for intentional wrongdoing of Frontier Kitchen or its agents. Member agrees to rely upon its own insurance for loss, theft, or damage to its property on the premises, and to hold Frontier Kitchen harmless for all losses it may suffer there. Frontier Kitchen is not liable for the loss of any equipment, food product or personal belongings of the member or their employees.

a.  Hold Harmless. Member hereby agrees to defend, indemnify and hold Frontier Kitchen and the Property Owner harmless from and against any and all costs, damages, expenses, and liabilities (including reasonable attorneys dues) arising out of or related to any breach of this agreement. Member shall, at its sole expense, promptly observe and comply with all statutes, laws, ordinances, rules, regulations, orders and requirements of all governmental, quasi-governmental or regulatory authorities applicable to the Premises and the conduct of its business. In the event of a dispute or breach of this agreement member agrees to pay for all court charges including Frontier Kitchen’s attorney and/or mediator fees.

b.  Security. Member agrees that Frontier Kitchen will not be held responsible for theft of product or personal property. Member agrees to be held to the security protocol in the Codes of Conduct and understands violating security protocols can lead to fines and immediate termination of this Agreement without refund or proration of membership fees or security deposits.

c.  Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the Commonwealth of Virginia or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in Membership Contracts and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

9.   Expenses Covered by Frontier Kitchen

Frontier Kitchen shall pay building taxes, utilities, building insurance, whole facility cleaning, repairs and maintenance of equipment and building systems, pest control, preventive maintenance, regular required inspections, trash removal, and recycling. Member relinquishes claim to any rebates from items Frontier Kitchen disposes of on their behalf.

 a.  Relocation. Frontier Kitchen shall have the absolute right to require Member, at the cost and expense of Frontier Kitchen, with no more than on ninety (90) days’ notice to relocate to another kitchen. This relocation will not void the Agreement. In the event acts of nature or equipment failure requires a shutdown of the kitchen for more than 10 consecutive days (in regards to full time or part time membership) without a reasonable alternative as determined by Frontier Kitchen management, the member’s contracted rate will be prorated to credit the downtime. Travel and transportation to the alternative or relocated site is the responsibility of the member.

b.  Equipment Downtime. Member understands that professional equipment requires maintenance and repair and agrees that Frontier Kitchen is not responsible if specific pieces of equipment are not available. Frontier Kitchen agrees to maintain equipment in working order and conduct necessary repairs in a timely manner. Frontier Kitchen will make every effort possible to inform members of critical equipment failures that may result in product loss, however Frontier Kitchen is not liable and will not reimburse members for product loss due unforeseen circumstance, unexpected repairs or breakage. 

10.   Insurance

Prior to occupying membership space, member shall provide Frontier Kitchen a certificate of insurance naming “Frontier Kitchen Chantilly, LLC" as additional parties insured under the terms and conditions of the coverage. Insurance coverage shall include commercial general liability and worker’s compensation for all employees. At a minimum coverage shall be: Each occurrence limit for bodily injury and property damage $2,000,000 and a general aggregate insurance of $3,000,000.

11.  Reserved Parking

Some kitchen sites have Reserved Parking. Parking spaces marked as reserved are reserved 24/7 for the designated member/vehicle. Members with reserved spaces agree to park personal vehicles in that space only while their trucks are off site or being loaded/unloaded/cleaned. ALL vehicles in Frontier Kitchen reserved parking spaces require a Frontier Kitchen issued parking pass prominently displayed or they may be towed. All vehicles improperly parked or parked without a visible pass will be towed at owner’s expense. Members may not “sublet” their reserved parking spaces; doing so will lead to forfeiture of the space.

12.   Cooperative Marketing

Member agrees to allow Frontier Kitchen the use of its logo and images in marketing and advertisements for Frontier Kitchen without requiring image release for each instance. In return, members are permitted to use Frontier Kitchen images and likenesses on their social media and in their marketing. All use of the Frontier Kitchen logo must be approved. This cooperative marketing does not imply nor grant member shareholder status in Frontier Kitchen, nor does it imply the member company is a partner nor a subsidiary of Frontier Kitchen or any future parent or shareholding entity. Additionally, use of images does not confer to Frontier Kitchen any part of the member’s business ownership.

13.   Modification Clause

 This agreement may be amended or modified by Frontier Kitchen with appropriate notice provided to the Member in writing. No amendment, modification, or ratification of this agreement shall be binding unless it is in writing and signed by Frontier Kitchen management.

14.   Renewal Clause

Unless written notice is received by Frontier Kitchen not less than 60 days prior to the expiration date Frontier Kitchen will have the sole authority to renew member at the month to month renewal rate (twice the amount of the six month contract monthly rate), the current rates based on the previous term or cancel the membership. At no less than 30 days prior to the expiration of the agreement, Frontier Kitchen will have the sole authority to begin out-processing procedures, including but not limited to selling the members storage and/or membership slot to a new client. Member understand that Frontier Kitchen will notify all regulatory agencies of Member’s termination.

15.   Miscellaneous

1.  Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement shall remain in full force and effect to accomplish the intent and purpose of the parties. The parties agree to negotiate the severed provision to bring the same within the applicable legal requirements to the extent possible.

2.  Governing Law. The validity, interpretation and/or enforcement of this Agreement shall be governed by the laws of Virginia, including its recognition of applicable federal law, but excluding such jurisdiction’s choice of law rules.

3.  No Waiver. Any failure or delay by either party to exercise any right, power or privilege hereunder or

to insist upon observance or performance by the other party of the provisions of this Agreement shall not operate or be construed as a waiver thereof. No waiver shall be binding on either party unless it is in writing and signed by an authorized representative of the party to be bound.

4.  Survival. The obligations in this Agreement that by their terms naturally survive the expiration or termination of this Agreement shall so survive, including without limitation Sections 5, 6, 7, 8, 13, 14, 15, 18 and 20.

5.  Contradictory Terms. Notwithstanding any provisions on any form supplied by Company or Consultant, all purchase orders or requests for service issued pursuant to this Agreement or in connection with the Services to be provided hereunder shall be subject to and governed by the terms and conditions of this Agreement and the attachments hereto. No provision that alters, revises, or supplements the terms of this Agreement, which may appear on any purchase order, or other form provided by the parties shall have any force or effect unless such provision(s) are agreed to in writing by Company and Consultant and are expressly incorporated herein.

6.  Anti-Assignment. Neither party may assign, subcontract, or otherwise transfer its rights or obligations under this without the prior written consent of the other party..

7.  Integration/Modification. This document and any exhibits or attachments hereto embody the entire Agreement of the parties with respect to the subject matter hereof and supersede and cancel all previous negotiations, agreements or commitments by the parties, whether oral or written. This Agreement may not be released, canceled, abandoned, amended or modified in any manner except by an instrument in writing duly signed by each of the parties hereto.

8.  Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement. To evidence the fact that it has executed this Agreement, a party may send a copy of its executed counterpart to the other party by electronic transmission and the signature transmitted by such transmission shall be deemed to be that party’s original signature for all purposes.

9.  Non-Disparagement. During the Agreement Period and at all times thereafter, neither Member nor his agents, on the one hand, nor Frontier Kitchen, or its executives or board of directors, on the other hand, shall directly or indirectly issue or communicate any public statement, or statement likely to become public, that maligns, denigrates or disparages the other (including, in the case of communications by Member or his agents, Frontier Kitchen or any of Frontier Kitchen’s officers, directors or employees. The foregoing shall not be violated by truthful responses to (i) legal process or governmental inquiry or (ii) by private statements to Frontier Kitchen or any of Frontier Kitchen’s officers, directors or employees; provided, that in the case of Frontier Kitchen, with respect to clause (ii), such statements are made in the course of carrying out duties pursuant to this Agreement. Violation of this clause entitles the other party to no less than ten times and no more than twenty times the value of the original membership agreement in punitive damages.

10.  Acknowledgement. Payment of the Security Deposit is agreement that the member accepts these Terms and Conditions, parties acknowledge that they have read and understand this Agreement, and agree to be bound by its terms and conditions in their entirety until the completion of their membership with Frontier Kitchen.