Clubhouse Terms of Service

CLUBHOUSE TERMS OF SERVICE

This Clubhouse Terms of Service ("Agreement") is entered into as of Date: by and between: Clubhouse Operator: , and Member: .

RECITALS

WHEREAS, Operator owns, manages, and operates a clubhouse facility known as (the "Clubhouse") that offers meeting, event, and social spaces; and

WHEREAS, Member desires to obtain access to and use of the Clubhouse facilities under the terms and conditions set forth herein; and

WHEREAS, Operator is willing to grant access subject to payment, compliance with rules, and the covenants contained in this Agreement.

SCOPE OF WORK

Operator shall provide access to the Clubhouse facilities and related services as described below. The services include but are not limited to space rental, standard furniture setup, access to common amenities, and routine cleaning between scheduled uses. Any additional staffed services or equipment rentals shall be separately agreed and charged.

PAYMENT TERMS

Member shall pay Operator the fees set forth below in consideration for use of the Clubhouse. All fees are exclusive of applicable taxes.

Payments not received within days of the due date shall incur a late fee of percent of the overdue amount per month, capped at the maximum allowed by law.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless terminated earlier in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party in accordance with the Notice provision below. Operator may immediately suspend access or terminate this Agreement for material breach, unlawful use of the premises, or failure to pay fees when due, provided Operator supplies written notice of the breach and a reasonable opportunity to cure where feasible.

CONDUCT, USE OF FACILITY, AND COMPLIANCE

Member shall use the Clubhouse in a lawful, safe, and respectful manner, complying with posted rules and any reasonable directions from Operator staff. Member is responsible for the behavior of its guests and shall ensure all activities comply with applicable laws and local ordinances. Operator reserves the right to refuse or revoke access for violations that endanger persons or property.

Member shall be responsible for any damage to the Clubhouse arising from Member's use and shall promptly reimburse Operator for repair or replacement costs.

  Member acknowledges receipt of the Clubhouse rules and agrees to comply with them during the Term.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business operations, member lists, pricing, trade secrets, proprietary procedures, and financial information. Each recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents, or professional advisors who need access and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected to the extent permitted by law. Confidential Information does not include information that is or becomes publicly known through no breach by the recipient, independently developed by the recipient without use of Confidential Information, or required to be disclosed by law (provided prior written notice is given to the disclosing party where permitted).

INDEMNIFICATION AND LIMITATION OF LIABILITY

Member shall indemnify, defend, and hold harmless Operator and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Member's use of the Clubhouse, breach of this Agreement, or the acts or omissions of Member's guests or invitees.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY MEMBER TO OPERATOR DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

INSURANCE

Member shall maintain commercial general liability insurance covering claims arising from its use of the Clubhouse with limits not less than those customarily required for similar facilities. Upon request, Member shall provide certificates of insurance naming Operator as an additional insured for claims arising out of Member's activities.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices are effective upon personal delivery, three (3) days after deposit in the U.S. mail by certified mail, or one (1) day after delivery to an overnight courier service.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in the county where the Clubhouse is located, unless the parties mutually agree otherwise.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be binding unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Operator may assign to an affiliate or in connection with a sale of substantially all of its assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of a party to enforce any right shall not constitute a waiver of that right.

SIGNATURES

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