The framework
that holds it all together.

Mission & Vision

The operating principles that shape every decision we make.

Mission

500 Grand Live exists to activate underused urban space into living community — a private membership marketplace where small food operators, artisans, wellness practitioners, and neighbors converge in shared purpose at Lake Merritt Station in Oakland, California.

We operate a technology-enabled Private Membership Association that replaces the extractive middle layer between makers and customers. Our members — customer and vendor alike — fund the infrastructure that serves them. Our platform takes only what is needed to keep the lights on and the tables full.

Vision

A network of activated community marketplaces across the Bay Area and beyond, each operating as a Private Membership Association, each returning value to its members, and each redirecting a defined portion of member contributions to charitable initiatives the Association supports.

Operating Principles

1. Everyone Who Steps on the Land Is a Member.

The Association is not open to the general public. Access is granted through voluntary membership. Members — customer, day visitor, vendor, event operator — each contribute to the sustainability of the marketplace.

2. Vendor-Agnostic Economics.

The Association does not favor one vendor over another. Every Vendor Member operates under the same rate card, same rules, same platform access. The platform charges a transparent, below-market fee on online orders — half the rate of conventional third-party delivery platforms. On in-person sales, the vendor retains the full transaction minus only stated platform costs.

3. Transparent Fees. No Hidden Economics.

Every fee — membership, stall, platform — is published. No surprise charges. No negotiated side-deals. The same price list appears on the website, in the Vendor Member Access License, and at the point of transaction.

4. Charitable Allocation.

Fifty percent (50%) of net Association surplus, after operating expenses, is allocated to charitable initiatives supported by the Association, including the Ashé Sanctuary & Empowerment Foundation, the Lake Merritt Preservation Fund, and community programming benefiting Oakland residents.

5. Revocable License, Not Possessory Interest.

Membership grants access under a revocable license. No Member acquires tenancy, leasehold, or any possessory interest in real property. This structure protects the Association, the Property Owner, and the Members themselves by keeping disputes in the contract lane rather than the real-estate lane.

6. Documentation Over Negotiation.

The Association operates through written instruments. Compliance matters are handled by email and electronic signature, not by in-person improvisation or messaging-app debate. The paperwork is the relationship.

Private Membership Association Declaration of Formation

The constitutional and legal foundation of the Association.

Article 1 — Declaration

500 Grand Live LLC (the "Association"), a California limited liability company, hereby declares and establishes itself as a Private Membership Association operating for the benefit of its voluntary members, under the protections of the First, Fifth, Ninth, and Fourteenth Amendments to the United States Constitution and the parallel provisions of Article I of the California Constitution.

Article 2 — Constitutional Basis

2.1 First Amendment — Freedom of Association

The right of individuals to associate privately for lawful purposes is a fundamental right. The Association's members voluntarily associate to participate in a private marketplace, social gatherings, cultural events, and commerce with one another, subject to the Association's own rules of admission and conduct.

2.2 Fourteenth Amendment — Due Process, Equal Protection

The Association's internal rules, membership criteria, and enforcement procedures apply equally to all Members within a given class, and afford Members adequate notice and opportunity to cure any alleged violation before access is revoked.

2.3 Ninth Amendment — Reservation of Rights

The Members retain all rights not expressly delegated to the Association, and the Association retains all rights of private governance not expressly limited by controlling law.

2.4 California Constitution, Article I

The Association's formation is consistent with the California Constitution's protection of privacy (Article I, Section 1) and association (Article I, Section 3).

Article 3 — Supporting Authorities

The Association's status as a private membership organization is supported by, among other authorities:

• NAACP v. Alabama ex rel. Patterson, 357 U.S. 449 (1958) — protection of private membership rolls and association.
• Roberts v. United States Jaycees, 468 U.S. 609 (1984) — recognition of private, expressive, and intimate association rights.
• Boy Scouts of America v. Dale, 530 U.S. 640 (2000) — the right of a private membership association to define membership criteria consistent with its mission.
• California Civil Code § 51 et seq. — as applied to bona fide private clubs.

Article 4 — Membership Not Open to the Public

The Association does not offer services, facilities, or membership to the general public. Membership is granted at the sole discretion of the Association upon voluntary application, payment of applicable fees, and agreement to the Association's Terms of Service, Progressive Enforcement Policy, and Bylaws. Access to the Association's facilities, platform, events, and communications is a privilege of membership, not a public right.

Article 5 — Separate Legal Identity

The Association operates under a Facility Access License granted by 500 Grand Parking Inc. ("500GP"), a California corporation engaged in parking management. 500GP is a separate and independent entity. The Association's membership affairs, governance, financial records, and legal obligations are entirely distinct from 500GP's operations.

Terms of Service

Community guidelines that govern every member's relationship with the Association.

These Terms of Service ("Terms") govern access to and use of the 500 Grand Live LLC marketplace, platform, physical facilities, and Association services by all Members. By applying for membership, paying membership fees, or accessing any Association facility or platform, each Member agrees to these Terms.

1. Acknowledgment of Private Membership Association

The Member acknowledges that 500 Grand Live LLC operates as a Private Membership Association, that access is a privilege of membership, and that the Member has voluntarily chosen to associate with the Association. The Member acknowledges that these Terms, the Bylaws, the Progressive Enforcement Policy, and any incorporated rules form the Member's agreement with the Association.

2. Membership and Access

Membership grants a revocable license to access Association facilities, platform, and services consistent with the Member's class. Membership does not create any tenancy, leasehold, partnership, employment, or possessory interest in real property. The Association may revoke access under the Progressive Enforcement Policy (Part V).

3. Platform and Marketplace

3.1 Express Ordering System

The Association operates the Express Ordering System ("EOS") as the exclusive online ordering and payment channel for Vendor Members on the Property. Vendor Members shall fulfill all online orders through the EOS and the associated Kitchen Display System.

3.2 In-Person Sales

Vendor Members may conduct in-person point-of-sale transactions at their stall using their own payment processor. In-person transactions are not subject to the 15% EOS platform service fee.

3.3 Customer Membership Verification

Vendor Members shall verify that each customer holds valid membership (Day Pass or higher) before completing a transaction. If the customer is not a Member, the Vendor Member shall present the Association's QR code to facilitate immediate membership enrollment at $1 (day) or $5 (month) prior to completing the sale.

4. Conduct

Members shall conduct themselves with respect toward other Members, staff, the public, and the Property. The following conduct is prohibited and subject to enforcement under Part V:

• Violation of safety rules, including electrical, fire, food-safety, or parking rules published by the Association.
• Operation of unauthorized equipment, including but not limited to generators, external power sources, unapproved cooking equipment, or equipment that exceeds the electrical load assigned to the Member's station.
• Harassment, intimidation, threats, or violence toward any person on the Property.
• Theft, fraud, platform manipulation, or false reporting of revenue, insurance, permits, or identity.
• Bypassing the Express Ordering System for online orders, or directing customers to off-platform payment for transactions that should be processed through the EOS.
• Parking violations, including parking on Euclid Avenue, in red zones, or in any restricted on-street area adjacent to the Property.
• Soliciting, negotiating, or communicating with the Property Owner or any third party concerning terms of the Member's relationship with the Association without the Association's written authorization.

5. Insurance and Permits (Vendor Members)

Vendor Members shall maintain, at their own expense and throughout the term of their membership:

• Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence / $2,000,000 aggregate.
• 500 Grand Live LLC, 500 Grand Parking Inc., the Property Owner, and the City of Oakland named as Additional Insureds.
• Current Alameda County Environmental Health Department permits for food operations.
• Current City of Oakland Business Tax Certificate.
• Current California CDTFA Seller's Permit.
• Current Fire Department permit if gas or open-flame equipment is used.

Certificates of Insurance and permit documentation shall be provided to the Association and verified before any Vendor Member may operate. Operation without current documentation is grounds for immediate access revocation under Part V.

6. Communication Protocol

7. Modification of Terms

The Association may update these Terms upon fourteen (14) days' written notice to Members via email or posted notice. Continued use of the platform or facilities after the effective date of an update constitutes acceptance.

8. Limitation of Liability

To the fullest extent permitted by law, the Association's aggregate liability to any Member for any claim arising under or related to membership is limited to the fees paid by that Member in the ninety (90) days preceding the claim. The Association is not liable for indirect, consequential, incidental, or punitive damages. Members assume all risk of operating their own business activities.

9. Governing Law and Disputes

These Terms are governed by the laws of the State of California. Disputes between the Association and any Member shall first be addressed through good-faith written communication. Unresolved disputes shall be submitted to binding arbitration in Alameda County, California, under the rules of JAMS or the American Arbitration Association. Each party bears its own costs and fees except as otherwise provided by law.

Progressive Enforcement Policy

Escalation ladder: Warning → 48 hours → 7 days → 30 days → Revocation.

This Progressive Enforcement Policy applies to all Members. It establishes a documented, consistent, and proportional process for responding to Member conduct that violates the Terms of Service, Bylaws, or any posted rule of the Association.

Section 1 — Violation Severity Tiers

Violations are classified into four severity tiers. The Association's enforcement response is tied to the tier of the violation.

Section 2 — Enforcement Ladder

Enforcement actions escalate according to the violation tier and the Member's compliance history.

Step 1 — Written Warning (Tier 1)

For Tier 1 violations, the Association issues a written warning via email specifying the violation, the rule violated, and a cure expectation. The warning is logged in the Member's compliance record. No access restriction.

Step 2 — 48-Hour Cure Notice and Suspension (Tier 2)

For Tier 2 violations, or for a repeat Tier 1 violation, the Association issues a Notice of Violation via email and BoldSign electronic signature. The Member's access is suspended for up to forty-eight (48) hours pending cure. The Notice specifies:

• The violation and the rule violated.
• The action required to cure.
• The deadline to cure (not less than 48 hours from Notice).
• The consequence of failure to cure (escalation to Step 3).

Step 3 — 7-Day Suspension (Tier 2 uncured / First Tier 3)

If a Tier 2 violation is not cured by the stated deadline, or upon the first occurrence of a Tier 3 violation, the Member's access is suspended for seven (7) calendar days. The suspension is documented in the Member's compliance record and may be communicated to the Member's insurance carrier or permitting authority where applicable.

Step 4 — 30-Day Suspension (Repeat Tier 3 / Pattern of Non-Compliance)

Upon a repeat Tier 3 violation or a documented pattern of non-compliance across Tiers 1 and 2, the Member's access is suspended for thirty (30) calendar days. During this suspension, the Member shall not access any Association facility or platform. Reinstatement requires a written compliance plan approved by the Association.

Step 5 — Revocation (Tier 4 / Uncured Tier 3)

Upon a Tier 4 violation, or upon failure to cure a Tier 3 violation after a 30-day suspension, the Member's access is permanently revoked. Revocation is documented by written Notice of Revocation sent via email and BoldSign. Revocation takes effect immediately upon delivery of the Notice. The former Member shall:

• Cease all operations and activity on the Property immediately.
• Remove all equipment and personal property within forty-eight (48) hours of the Notice.
• Surrender all platform credentials.
• Forfeit any unpaid membership fees, access fees, and, as applicable, the Compliance Deposit.

Property not removed within 48 hours of revocation shall be deemed abandoned and may be disposed of by the Association or 500GP.

Section 3 — Emergency Revocation

The Association may revoke access immediately, without prior suspension, if it determines in good faith that a Member's conduct poses an imminent threat to persons, property, or the Association's operating license. Emergency revocations are documented with photographic, video, or other contemporaneous evidence.

Section 4 — Appeals

A Member may appeal any suspension or revocation in writing within seven (7) calendar days of the Notice. Appeal review is conducted by the Chief Operating Officer or designee. The decision on appeal is final. Appeal does not stay the suspension or revocation.

Section 5 — Documentation

All enforcement actions are documented with (a) the date and time of the violation, (b) the rule or Term violated, (c) photographic or video evidence where available, (d) the Notice issued and its delivery timestamp, (e) the Member's response if any, and (f) the disposition.

Privacy Policy

How the Association collects, uses, and protects Member information.

1. Information Collected

The Association collects information necessary to operate its marketplace and platform, including (a) Member name, contact information, and payment details; (b) transaction records through the Express Ordering System; (c) compliance records including permits, insurance, and equipment; (d) communications with the Association; and (e) as applicable, Vendor Member business information.

2. Use of Information

Member information is used solely to (a) administer memberships and access, (b) process transactions, (c) communicate operational and membership matters, (d) verify compliance, and (e) improve the platform. Member information is not sold or shared with third parties for marketing purposes.

3. Communication Consent

By becoming a Member, each Member consents to receive communications from the Association via email, SMS, and other channels specified at enrollment, concerning (a) account and transaction matters, (b) safety and operational notices, and (c) Association events and programming. Members may adjust marketing communication preferences at any time without affecting account-related communications.

4. Disclosure

Member information may be disclosed (a) to service providers operating the Association's platform under written confidentiality obligations, (b) as required by law or valid legal process, (c) to insurance carriers or permitting authorities as required by these Terms, and (d) in connection with a merger, sale, or reorganization of the Association, subject to the acquirer's commitment to these privacy terms.

5. Data Retention

The Association retains Member records for as long as necessary to (a) provide services, (b) meet legal and tax obligations, and (c) preserve compliance and audit records. Former Members may request deletion of records not required for legal retention.

6. Contact

Questions regarding this Privacy Policy may be directed to the Association's Operations office at hello@500grandlive.com.

Fee Schedule & Revenue Model

The complete, public-facing rate card. No surprise charges, no side-deals.

This Fee Schedule is the Association's complete, public-facing rate card. The Association does not charge fees not set forth in this Schedule. The Association does not negotiate individual vendor economics outside this Schedule.

Customer Membership Fees

Vendor Member Fees

Platform Service Fees

Late Fees and Ancillary Charges

• Late Payment: $50 per day after 3-day grace period; access suspended after 7 days.
• Parking Violation (vendor or vendor employee): $150 per occurrence, charged to Compliance Deposit.
• Platform Bypass (unauthorized off-platform transaction): $200 per occurrence + escalation under Progressive Enforcement Policy.
• Unauthorized Equipment: $250 per occurrence + escalation under Progressive Enforcement Policy.
• Generator Operation: $500 per occurrence + immediate Tier 3 enforcement.

Example Vendor Economics