Worker Membership Agreement
Dark Patterns Digital, LCA

THIS WORKER MEMBERSHIP AGREEMENT (“Agreement”) is made effective __________________ (“Effective Date”) by and between Dark Patterns Digital, LCA, a Colorado limited cooperative association (the “Cooperative”), and _______________________________________ (“Member”). Each of the Cooperative and Member are a “Party” and, together, are the “Parties”.

STATEMENT OF BACKGROUND INFORMATION

By the effective date of this Agreement, Member has applied for and been accepted by the Board of Directors of the Cooperative (“Board” or “Board of Directors”) to become a “Member” of the Cooperative, as defined in the Articles of Organization as filed with the Secretary of State of Colorado, as may be amended from time to time (“Articles of Organization”) and the Bylaws of the Cooperative, as may be amended from time to time (“Bylaws”). Capitalized terms used herein but not defined shall have the meanings set forth in the Bylaws.

Member will be issued one membership interest in the Cooperative (“Membership” or “Membership Interest”) subject to the terms and conditions contained in the Articles of Organization, the Bylaws, and this Agreement, and as represented by a membership unit (“Membership Unit”) purchased by the Member.

AGREEMENTS

In consideration of the execution of this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. INCORPORATION BY REFERENCE

   The Cooperative’s Articles of Organization and Bylaws are incorporated herein by reference.

2. AGREEMENTS OF THE MEMBER

   1. Membership Unit. Member agrees to pay for one (1) Membership Interest of the Cooperative as follows: to purchase one (1) Membership Unit of the Cooperative issued in the name of the Member at a price of One Hundred and no/100 Dollars ($100.00), which shall be nonrefundable.

   2. Patronage, Governance, and Good Standing. The Member agrees to undertake such patronage responsibilities, and participate in Cooperative governance functions and responsibilities, as determined by the Bylaws and the Board, and further agrees to remain in good standing as a member of the Cooperative. The Board shall have the authority to develop, review, and revise the methodology by which to calculate the Cooperative’s aggregate patronage activity and each Member’s respective allocable share of patronage activity and associated Patronage Dividends.

      1. The Member shall be deemed to remain in good standing as a Member of the Cooperative by:
         1. complying with the Cooperative’s policies and procedures as set forth in the Articles, Bylaws, and any policies adopted by the Board of the Cooperative;
         2. protecting the interests of the Cooperative; and
         3. any other reasonable obligations, as determined by the Board from time to time and made known to the Member with reasonable notice.

   3. Member Eligibility Representations. The Member represents that it/he/she/they/the majority owner contributing labor or services to the Cooperative if the Member is a business entity:

      1. is/are a resident of the United States of America;
      2. has successfully completed at least three (3) months of work for the Cooperative as an employee or contractor (“Candidacy Period”) unless such period is extended by the Board of Directors or waived by a vote of 75% of all of the Members, and has worked for the Cooperative at least eight (8) hours per week during the Candidacy Period;
      3. is purchasing a Membership Unit pursuant to this Agreement;
      4. has received a copy of the Cooperative’s Articles of Organization and Bylaws; and
      5. has submitted a Membership Application to the President or Secretary.

   4. Member Representations. The Member represents that:

      1. the Member has full power and authority to enter into this Agreement and to perform all of their obligations hereunder;
      2. this Agreement has been duly executed and delivered by the Member and constitutes a legal, valid, and binding obligation of the Member, enforceable against the Member in accordance with its terms;
      3. the execution, delivery, and performance of this Agreement by the Member does not and will not violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Member is subject or any provision of the Member’s certificate of incorporation or bylaws, as applicable, or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Member is a party or by which they are bound or to which any of their assets is subject;
      4. the Member is in compliance with all laws, regulations, and orders of any governmental or regulatory authority applicable to them in their capacity as a Member, including, but not limited to, any laws regarding securities, taxes, and cooperative associations;
      5. the Member has sufficient funds to fulfill their obligations under this Agreement, including the purchase of the Membership Unit;
      6. there is no action, suit, proceeding, claim, arbitration, or investigation pending against them, or to the Member’s knowledge, threatened against them, which questions the validity of this Agreement or the right of the Member to enter into it, or to consummate the transactions contemplated hereby, or which might result, either individually or in the aggregate, in any material adverse change in the assets, condition, affairs, or prospects of the Member financially or otherwise;
      7. the Member will undertake such patronage responsibilities, which may be prescribed by the Cooperative’s Bylaws, by this Agreement, by policies promulgated from time to time by the Board of Directors, or by other member agreements executed in the ordinary course of business;
      8. the Member agree to participate in Cooperative governance functions and responsibilities, as required by these Bylaws and the Board of Directors;
      9. the Member agree to at all times maintain good standing as a Member;
      10. the Member agrees to meet such other uniform conditions and qualification requirements as may be prescribed from time-to-time by the Board of Directors;
      11. the Member agrees to at all times abide by the Articles of Organization, these Bylaws, this Agreement, and any rules and policies as may be established and adopted from time to time by the Members or the Board of Directors;
      12. the Member agrees not to pledge or hypothecate their Membership Unit.

   5. Bylaws. Member has received a copy of and acknowledges receipt of the Bylaws, and Member agrees that they will comply with all provisions of the Bylaws, and will comply with all policies, rules, and regulations adopted by the Board. The Member further agrees that the Membership of the Cooperative held by the Member pursuant to this Agreement, or allocated in the future, will be held by the Member subject to all of the provisions of this Agreement, the Articles of Organization, the Bylaws, and all amendments and supplements thereto.

   6. Tax. Each individual or entity which becomes a Member of the Cooperative shall by such act alone agree to take into account on the Member’s income tax return any Patronage Dividends which are made in qualified written notices of allocation at their stated dollar amounts in the manner provided in Section 1385(a) of the Internal Revenue Code of 1986, as amended (the “Code”) in the taxable year in which the Member receives the qualified written notices of allocation. Each Member shall be solely responsible for any tax liability incurred as a result of Patronage with the Cooperative, as defined in Section 9.2.8 of the Bylaws. Each Member shall indemnify and forever hold harmless the Cooperative from any claims of any kind arising out of their Patronage or their Membership of the Cooperative.

   7. Lien. The Member agrees that the Cooperative, to the extent of any indebtedness owing at any time to it by the Member, shall have a first lien upon and a right of set-off against all Membership, Membership Unit, or other units of the Cooperative’s stock held by the Member and any Patronage Dividends which accrue for the account of or become distributable to the Member.

   8. Membership Units Are Not Securities. The Member acknowledges that the Membership Unit acquired hereby does not constitute a security, as defined by the Securities Act of 1933, as amended (the “Securities Act”) and relevant case law, and is exempt under applicable state securities law. The Member’s Membership Unit in the Cooperative and rights acquired as a result of becoming a member in the Cooperative are not a security. As such, no aspect of this Agreement or the transaction contemplated hereby have been reviewed, passed over, or approved by a federal or state regulatory agency. The Member also represents and warrants as follows:

      1. The Member is purchasing and holding Membership Unit for its own account.
      2. The Member understands that the Membership Unit has not been, and will not be, registered under the Securities Act or under any state’s blue sky laws, because they do not constitute securities.
      3. Member expressly acknowledges, understands and appreciates that the Membership Unit is generally not subject to and is not being acquired for the purpose of realizing financial appreciation on the Membership Unit. Rather, Member is seeking to become a member in the Cooperative to support and gain access to certain non-pecuniary aspects of the business of the Cooperative.
      4. Member expressly acknowledges, understands, and appreciates that the Cooperative has no intention, and has in fact created certain disincentives to sell the Cooperative or substantially all of its assets for the financial gain of its members.
      5. The Member has sufficient experience in the business of the Cooperative, its financial condition and related investment risks sufficient to enable him/her/themself to be able to evaluate the risks involved in the transaction contemplated herein and to make an informed decision with respect to such transaction.
      6. The Member can afford a complete loss of the value of the Membership Unit being acquired hereby and is able to bear the economic risk of holding such Membership Unit for an indefinite period.

3. TRANSFERABILITY

   1. No Membership Unit may be transferred to any person or entity not otherwise qualified to be a Member in the Cooperative or that does not patronize the Cooperative, in accordance with the Bylaws, except to a spouse for holding in co-tenancy, to a business entity controlled by such holder, to the Cooperative upon the redemption or acquisition thereof by the Cooperative, or to a person entitled thereto by operation of law, provided that if the transferee is not qualified to be a Member of the Cooperative, the transferee’s interest shall be limited to a financial interest only until the Membership Unit is redeemed by the Cooperative. The right of the Cooperative to redeem a Membership Unit is set forth in the Bylaws.

   2. The Cooperative shall not, nor shall it be required to, transfer, issue, or reissue any of the Membership Units in violation of this Agreement or without proof of compliance with this Agreement, the Bylaws, and the Articles of Organization.

   3. The restrictions, terms, and conditions of this Agreement shall remain in effect as to all Membership Units owned now or in the future by a Member, whether or not acquired or disposed of in accordance with this Agreement and whether or not the Membership Units are in the possession of an original Member or a subsequent owner (including the estate of a Member), regardless of how or when acquired. No acquisition or disposition of Membership shall in any way enlarge or limit any rights or obligations under this Agreement.

4. MANAGEMENT. The Cooperative’s Board of Directors or an authorized representative or delegate (including any committee thereof) will have all necessary powers and authority to administer and enforce the terms of this Agreement, to the extent not inconsistent with the Bylaws.

5. INAPPLICABILITY OF AGREEMENT IN CERTAIN CIRCUMSTANCES.

   1. Merger, Consolidation or Sale of Assets. Nothing contained in this Agreement shall be deemed to prevent or restrict any merger or consolidation of the Cooperative into or with one or more other corporations or other legal entities, or any sale, exchange, lease, mortgage, pledge or other disposition of all or substantially all of its assets to any person or persons, in accordance with any applicable provisions of law and of the Articles of Organization and Bylaws then in effect. No provision of this Agreement shall apply to any units or other securities of any issuer received upon a merger, consolidation or sale, exchange, lease, mortgage, pledge or other disposition of assets unless at the time of the merger, consolidation or disposition of assets the units or other securities received are made subject to this Agreement by written agreement of all the Members.
   2. Dissolution of Cooperative. The Cooperative may be dissolved at any time pursuant to the Bylaws. If the Cooperative is dissolved, (a) the Board of Directors shall proceed with reasonable promptness to liquidate the business of the Cooperative, (b) this Agreement shall no longer be applicable, (c) no sale of Membership Units otherwise provided or allowed by this Agreement shall occur, and (d) each Member or the Member’s legal representative shall instead receive the Member’s proportionate unit, if any, of the Cooperative’s assets upon such winding up and dissolution in accordance with priorities established by the Articles of Organization, the Bylaws, or law.

6. MISCELLANEOUS

   1. Confidential Information. All membership information, financial information, correspondence and all other Cooperative documents and information furnished to Member by the Cooperative (“Confidential Information”) will be kept in strict confidence and shall be considered trade secrets of the Cooperative, subject to indemnification of the Cooperative by Member as provided in this Agreement. Upon termination of the membership privileges in the Cooperative, all Confidential Information shall be either immediately destroyed or returned to the Cooperative or its agent which had been provided by the Cooperative; provided that the requirement to maintain confidentiality of the Confidential Information shall continue following the termination of the membership and this Agreement. The Member shall have no right to use the Confidential Information without the prior written consent of the Cooperative.

   2. Indemnification. To the fullest extent permitted by law, the Member will indemnify and hold the Cooperative harmless from any claim, loss, damage and expenses, including all costs and attorneys’ fees, resulting to Cooperative, directly or indirectly, from Member’s inadequate performance of or failure to perform any of Member’s obligations under this Agreement, including without limitation Member’s obligations in relation to the Cooperative’s performance of services. Member shall assume full responsibility for its employees, officers, agents and business invitees. Member agrees to indemnify and hold Cooperative harmless from and against any claim, loss, or damage, including all defense costs and attorneys’ fees, which may be asserted by any person arising out of any actions or omissions or claimed actions or omissions by Member or its employees, officers, agents or business invitees, including, but not limited to third-party actions for injury or death otherwise covered under applicable compensation laws, and regardless of any collateral or contributing factors on the part of anyone.

   3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COOPERATIVE SHALL NOT BE LIABLE IN ANY WAY AND BY ANY THEORY FOR CLAIMS, LOSSES, DAMAGES OR BREACHES ARISING IN CONNECTION WITH MEMBER OR A THIRD PARTY’S USE OF MEMBER-PROVIDED INFORMATION TO THE EXTENT OUTSIDE THE REASONABLE CONTROL OF THE COOPERATIVE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COOPERATIVE DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY INJURY, LOSS, OR CLAIM, OR ANY DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING FROM OR IN ANY WAY CONNECTED WITH MEMBER’S MEMBERSHIP IN THE COOPERATIVE, OR ANY OF ITS SERVICES OR THOSE OFFERED THROUGH THE COOPERATIVE BY THIRD PARTIES, EVEN IF MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES. IN NO EVENT SHALL THE COOPERATIVE’S TOTAL LIABILITY TO MEMBER FOR ALL DAMAGES, CAUSES OR CAUSES OF ACTION (WHETHER SOUNDING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) ARISING FROM MEMBER’S MEMBERSHIP IN THE COOPERATIVE EXCEED THE MEMBER’S SHARE PRICE PLUS ANY DECLARED BUT UNDISTRIBUTED DIVIDENDS.

   4. Specific Enforcement and Injunctive Relief. Because of the unique relationship of the Members in the Cooperative and the unique value of their interest in it, in addition to any other remedies for breach of this Agreement, this Agreement shall be specifically enforceable.

   5. Additional Documentation Required. All persons bound by or subject to this Agreement, their heirs, legal representatives, successors, and assigns, shall execute and deliver any and all documents or legal instruments necessary to carry out the provision of this Agreement.

   6. Term and Termination. The term of this Agreement shall be governed by the Bylaws’ provisions governing withdrawal and termination of membership.

   7. Notices. All notices required under this Agreement shall be in writing. Notice shall be deemed effectively delivered: (a) when hand delivered, upon personal delivery to the Party to be notified; (b) when sent by electronic mail, upon receipt of confirmation if confirmation is required, and if not so confirmed or when sent by electronic mail not requiring confirmation, then on the next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. When notice is mailed, it should be properly addressed to the following addresses: if intended for a Member, at their address listed on the records of the Cooperative; and if intended for the Cooperative, at the registered office of the Cooperative.

   8. Governing Law. This Agreement shall be governed by the laws of the state of Colorado in all respects.

   9. Multiple Counterparts. This Agreement may be executed simultaneously in counterparts, and may be executed by way of electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

   10. Entire Agreement. This Agreement, along with any schedules, exhibits, the Articles of Organization, and the Bylaws sets forth the entire agreement among the Parties hereto with respect to the subject matter hereof. It supersedes all prior negotiations or agreements among any of the Parties with respect to the subject matter hereof, whether written or oral. Save for the Articles of Organization and the Bylaws, and save as provided otherwise in this Agreement, no provision of this Agreement shall be altered, amended, or revoked except by an instrument in writing signed by the Cooperative and the Members owning all of the Membership of the Cooperative.

   11. Binding Effect. This Agreement shall extend to and be binding upon the Parties and their heirs, legal representatives, successors, and assigns.

   12. Severability. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, an arbitrator or court of competent jurisdiction is authorized and directed to modify the provision to the extent necessary for it to be legal and enforceable, or if that is not possible to sever the illegal or unenforceable provision, and in either case, the remainder of this Agreement shall continue in full force and effect.

   13. Gender/Singular and Plural/Headings. The pronoun “they/them/their” is used throughout this Agreement and shall be deemed to include all genders. Words used in this Agreement in the singular shall be deemed to include the plural and vice versa unless a different meaning is plainly required by the context. The headings and subheadings and the division into articles and sections is for convenience of reference only and are not to be used in construing this instrument or any provision thereof.

IN WITNESS WHEREOF, the Parties agree to be bound by the foregoing.

MEMBER:

[NAME]

By:

Name:

Title:

COOPERATIVE:

DARK PATTERNS DIGITAL, LCA,
a Colorado limited cooperative association

By:

Name:

Title: