This Agreement, when signed by the Applicant (“Member”) and accepted by The Shop Club Dallas, LLC (“Shop Club”), along with the Membership Application, Shop Club Rules & Regulations, Membership Benefits document, Form of Release and Waiver of Liability Assumption of Risk and Indemnity Agreement, and Vehicle Storage Agreement (as applicable), constitute the full Agreement between Shop Club and Member with respect to Member’s use of the facilities of the Shop Club (“The Shop”).
THIS AGREEMENT CONTAINS RELEASE AND INDEMNIFICATION PROVISIONS AND LIMITATIONS ON SHOP CLUB’S LIABILITY. YOU ARE URGED TO READ IT CAREFULLY, AS YOU MAY BE WAIVING CERTAIN RIGHTS.
The Shop is a privately owned motor sports club available for the use of members and their guests. Memberships allow members the use of The Shop on scheduled club days, as well as special events as defined by The Shop. Payment of the initiation fee and dues does not grant Member any ownership rights in The Shop, or any rights of use or access not specifically defined by Shop Club. Shop Club, in its sole discretion, reserves the right to refuse use of the facilities to any person. Memberships are not transferable, and membership should not be viewed or acquired as an investment.
The purpose of this Agreement, which is legally binding on Shop Club and Member, is to set out the terms and conditions upon which Member will be entitled to use The Shop, and certain rights and obligations of the parties with respect thereto.
Membership and Benefits . (Exhibit “A”) Upon full payment of applicable fees and dues, Member shall be entitled to the benefits and privileges pertaining to Member’s membership for one year from the date the application is accepted by Shop Club. Shop Club may also offer corporate memberships on a case-by-case basis.
Shop Club may, at any time, at its sole discretion, offer other and different types of memberships and limit the number of memberships available at any given time. If offered, Member shall have the right, at his option, to convert Member’s membership level to any type or level offered for which Member qualifies, and the fees previously paid shall be applied to any fees charged for such membership. All fees associated with membership, unless otherwise specified in this Agreement, are nonrefundable. Subject to the terms of this Agreement, the membership, benefits, and privileges conferred in this Agreement shall apply to all Shop Club locations and facilities. Member shall have the right to enjoy all Shop Club locations and facilities in different cities, provided that the terms of this Agreement and all other agreements and exhibits contained herein shall apply with equal force regardless of which facility Member utilizes.
Initiation Fee and Dues. The initiation fee, current dues and other fees applicable to the membership are set forth in the attached Membership Benefits document. These current fees and dues are subject to change in the sole discretion of Shop Club. Any revisions to the membership terms made by Shop Club shall be automatically incorporated into and made a part of this Agreement.
Vehicle Storage . Vehicle storage space is available to our members. The terms, conditions, and associated fees for vehicle storage are to be governed under a separate agreement, the form of which is attached hereto as Exhibit “B”.
Vehicle Repair & Maintenance. Vehicle repair and maintenance by Shop Club personnel is available to members upon request. The terms, conditions, and associated fees for vehicle repair and maintenance shall be governed under a separate agreement.
Limitations on Access. Member acknowledges that access to and use of The Shop by a member or his guests is subject to regulation by Shop Club. Access to The Shop at times may be limited depending on other scheduled events.
No transfer of Membership. Membership cannot be transferred or sold.
Personal Property. Each Member and guest is responsible for his or her personal property. Shop Club is not responsible for lost property or property stolen from anywhere at the facility, and specifically disclaims any such responsibility.
Payment of Dues and Other Charges
Payment . Initiation fees and dues for the current year are due upon execution of this Agreement. Members will receive an annual statement for dues and said dues are to be remitted as stated in the dues invoice. Monthly payments of dues may be arranged with Shop Club management. All sums charged to Member's account on or before the last day of each month shall be due and payable to Shop Club on or before the 15th day of the next following month. The balance due on the Member’s account shall be delinquent 30 days after the due date. A late fee of one and one half percent (1.5%) of the outstanding balance shall be payable to Shop Club for each month in which a Member’s account is delinquent, not to exceed the maximum lawful rate.
Delinquency . Shop Club may suspend the rights and privileges of any Member whose account is more than 60 days delinquent. A Member shall have the right to have his membership reinstated upon payment in full of the incurred charges. Shop Club reserves the right to terminate the membership of any member more than 120 days delinquent.
Conditions For Use Of Shop Club Garage
Definition . The term “Shop Garage” shall be used to define the shared garage portions of the facility and the equipment and tools available for use therein. They shall include but not be limited to the areas where vehicle building, construction, or maintenance, will occur.
Medical . Member acknowledges his own personal responsibility to be in such physical and mental condition as to allow him to use the Shop Garage without creating undue or unusual risk to himself or other persons. Shop Club may require Member and/or his invitees to provide a letter from such person’s physician, or a physician selected by Shop Club, confirming that such person is fit to use the Shop Garage. Shop Club may establish regulations regarding the medical condition of persons who use the Shop Garage.
Age . No person under the age of 18 shall be permitted to use the Shop Garage without special authorization from Shop Club and a duly executed and notarized parental waiver and release.
Waivers and Releases . All Members, Family Members and their guests will be required to sign an insurance and liability waiver and release and an agreement to indemnify Shop Club and other releasees in substantially the form attached to this Agreement as Exhibit “C”, as the same may be amended from time to time.
Observation of Conditions. In consideration of being permitted to enter the Shop Garage area, or being permitted to make use of The Shop, Member, for Member, Members invitees and Members personal representatives, heirs and next of kin, acknowledges, agrees and represents that Member will, immediately upon entering any restricted area, and continuously thereafter, inspect such restricted area or areas, and Member’s continuing use of the facilities constitutes an acknowledgment that Member has inspected such restricted area or areas and accepts the same as being safe and reasonably suited for the purpose of Member’s use, and Member further agrees that if at any time Member believes the restricted areas or any other part of the facilities to be unsafe, Member will immediately leave the facility and advise an appropriate representative of Member’s observations.
Certain equipment and tools within the Shop Garage are available for use by Shop Club personnel only. This equipment includes lifts, tire mounting and balancing, and car alignment equipment, and any other equipment or tools designated by the Rules and Regulations or Shop Club personnel as restricted equipment and tools.
Other Restrictions. In the interests of the safety of members and others, Shop Club may from time to time establish regulations limiting or restricting the rights of members and other persons to use the Shop Garage.
Rules and Regulations
Rules and Regulations . Shop Club shall have the right to make rules and regulations for the use of all or any part of The Shop facilities (“Rules and Regulations”), and their interpretation of those rules shall be final. All such rules and regulations shall become effective immediately upon posting a copy thereof in a conspicuous place on The Shop premises and shall apply thereafter to all members, their Family Members and their guests. Member agrees to be bound by the terms this Agreement and the Rules and Regulations of Shop Club, and agrees to be bound by any and all changes, repeals, amendments or additions to such Rules and Regulations.
Liability for Use of Property
Member is responsible to Shop Club for damages to the property and facilities caused by Member, Family Member, or guest, whether resulting from negligence or other cause.
Advertising and Promotion Release
Shop Club, its duly authorized agents and assigns, may use Member’s name and likeness and photographic, videotape and other images of Member, his Family Members and guests or their motor vehicles in any way and for any lawful purpose, and Member hereby relinquishes all rights thereto.
By signing this agreement, you acknowledge that The Shop Club may send you promotional marketing text messages. You may reply “STOP” to these messages at any tome to unsubscribe. Please note, message and data rates may apply.
Indemnity, Warranties, Remedies, Limitation of Liability
Member acknowledges and agrees that:
Use of the The Shop facility is for the sole benefit of Member and his guests;
Use of The Shop facility is hazardous and involves risk of serious personal injury or death, as well as the risk of damage to property;
Member freely and willingly accepts and voluntarily assumes all risks of property damage, personal injury or death in connection with Member’s presence at The Shop and the use of the facilities, and the presence at The Shop and use of the facilities by his or her Family Members or other invitees;
The nature of the services to be provided under the terms of this Agreement make it appropriate, equitable and essential to provide for the allocation of the risks and liabilities, the limitation of remedies, and the indemnification of Shop Club and the other releasees, all as set forth by the Release and Waiver of Liability attached to this document and duly signed by member.
Covenant Not to Sue.
Member hereby releases, waives, discharges and covenants not to sue Shop Club, its personnel, other members, car owners, drivers, promoters, sponsors, advertisers, and each of them, their respective officers, directors, employees, agents and representatives (herein referred to as “releasees”) from all liability to Member, Members personal representatives, assigns, heirs and next of kin for any and all loss or damage, and any claim or demands therefore on account of injury to Members person or property or resulting in the death of Member, whether caused by the negligence of the releasees or otherwise while Member is in or upon the restricted area competing, observing or for any other purpose whatsoever making use of the facilities.
Member hereby agrees to indemnify and save and hold harmless the releasees and each of them from any loss, liability, damage, or cost they may incur due to the presence of Member or any of Member’s invitees in or upon the restricted area while making use of the facilities, regardless whether caused by the negligence of any of the releasees or otherwise.
No Warranty .
The facilities and all aspects of membership in Shop Club are made available for use "as is", and Shop Club makes no warranty as to their use or performance. Except to the extent any warranty, representation, term or condition cannot or may not be excluded or limited by law, Shop Club makes no warranty or representation either express or implied, whether by statute, common law, custom, usage or otherwise as to any matter including without limitation merchantability, satisfactory quality, or fitness for any particular purpose.
Limitation of Liability.
In no event will Shop Club or the other releasees be liable to you for any damages, claims or costs whatsoever or any consequential, indirect, incidental or special damages, under any legal theory of liability arising out of this Agreement or the use of or inability to use the facilities. The foregoing limitations and exclusions apply to the extent permitted by applicable law.
Suspension and Termination of Membership
Absolute Right of Shop Club. Shop Club shall have the right, in its sole and absolute discretion, to suspend or terminate the rights and privileges of membership of Member if Member (or any Family Members or guests of Member) shall:
1. Willfully refuse or neglect to comply with the provisions of Shop Club’s Rules & Regulations.
2. Engage in reckless or other conduct that endangers the safety of himself or any other person, or engages in other conduct that, in the sole judgment of Shop Club, is harmful to the interests of The Shop.
3. Fail to reinstate his membership within 60 days of suspension for non-payment of indebtedness to Shop Club.
Member may resign his membership in The Shop at any time by giving notice in writing to Shop Club, but shall continue to be liable for any indebtedness to Shop Club at the date of Member’s resignation.
Effect of Termination or Resignation.
Member’s resignation, or the termination or suspension of his rights or membership, will not relieve Member from any liability to Shop Club or terminate Member’s obligations under Section 7. If Member is terminated pursuant to this Section 8, Member’s initiation fee and any unused dues shall be forfeited.
Membership Cards. All certificates, membership cards, and similar evidence of membership are the property of Shop Club and shall be surrendered to Shop Club upon termination.
Termination of All Memberships.
Shop Club shall have the right, in its sole and absolute discretion, to terminate all memberships in the Club upon not less than one year's written notice. Shop Club shall also have the right, in its sole and absolute discretion, to terminate all memberships in the Club upon the occurrence of an event rendering the facilities unusable or beyond repair.
Notices . Whenever notice is required to be given to Member, it may be given personally or by first-class mail, email (with confirmation of receipt required), fax or other written communication, addressed to Member at the address of Member appearing on the books of Shop Club.
Survival . The provisions of Sections 5, 6 and 7 shall survive the termination of this Agreement.
Force Majeure . If during the term of this Agreement there should arise or occur any event or circumstance beyond the reasonable control of Shop Club, including without limiting the generality of the foregoing, the action of government, flood, fire, strike, lock-out or other labor unrest, riot, civil unrest, terrorism, war (whether declared or undeclared), or an act of God, which prevents, restricts or delays Shop Club from duly performing any of its obligations under this Agreement, then during the period that such event or circumstance, or the effect thereof, continues, performance by Shop Club such obligation will be suspended and excused to the extent that it is so prevented, restricted or delayed.
Assignment . A Member may not assign this Agreement or any of his, her or its rights hereunder. Shop Club may assign its rights under this agreement at any time. This Agreement shall be binding upon and inure to the benefit of Member’s permitted heirs, executors, legal representatives and assigns and the successors and assigns of the Company.
No Waiver of Performance . The failure of either party to insist, in any one or more instances, on the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right with respect to further performance.
Severability . The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision.
Entire Agreement . This Agreement represents the entire agreement of the parties and may be amended only by a writing signed by each of them.
Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, other than the conflicts of law provisions thereof. Venue of any dispute shall be exclusively in King County, Washington.
Headings. The headings in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms of this Agreement.
EXHIBIT “A”MEMBERSHIP AND BENEFITS
EXHIBIT “B”VEHICLE STORAGE AGREEMENT (If Applicable)
EXHIBIT “B” FORM OF RELEASE AND WAIVER OF LIABILITY,
ASSUMPTION OF RISK AND INDEMNITY AGREEMENT
IN CONSIDERATION of my being permitted to observe or participate in any way in The Shop for and during the calendar year of ,or being permitted to enter for any purpose any RESTRICTED AREA (defined as any area requiring special authorization, credentials or permission to enter or any area to which admission by the general public is restricted or prohibited), on behalf of myself, my personal representatives, heirs, and next of kin:
I acknowledge, agree and represent that I have or will immediately upon entering any of such RESTRICTED AREAS, and will continuously thereafter, inspect the RESTRICTED AREAS which I enter, and further agree and warrant that, if at any time, I am in or about RESTRICTED AREAS, and I feel anything to be unsafe, I will immediately advise the officials of such and if necessary will leave the RESTRICTED AREAS and/or refuse to participate further in the EVENTS.
I HEREBY RELEASE, WAIVE, DISCHARGE AND COVENANT NOT TO SUE THE SHOP CLUB, INC., (“SHOP CLUB”), ITS PARENT, SUBSIDIARY OR AFFILIATED ENTITIES, ITS AND THEIR MEMBERS OR EMPLOYEES, MECHANICS, SPECIALISTS, AND ANY PERSONS IN ANY RESTRICTED AREA, PROMOTERS, SPONSORS, ADVERTISERS, OWNERS AND LESSEES OF PREMISES USED TO CONDUCT SHOP CLUB EVENT(S), PREMISES AND EVENT INSPECTORS, SURVEYORS, UNDERWRITERS, CONSULTANTS AND OTHERS WHO GIVE RECOMMENDATIONS, DIRECTIONS, OR INSTRUCTIONS OR ENGAGE IN RISK EVALUATION OR LOSS CONTROL ACTIVITIES REGARDING THE PREMISES AND EACH OF THEM, THEIR DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, ALL FOR THE PURPOSES HEREIN REFERRED TO AS “RELEASEES,” FROM ALL LIABILITY TO ME, MY PERSONAL REPRESENTATIVES, ASSIGNS, HEIRS, AND NEXT OF KIN FOR ANY AND ALL LOSS OR DAMAGE, AND ANY CLAIM OR DEMANDS THEREFOR ON ACCOUNT OF INJURY TO THE PERSON OR PROPERTY OR RESULTING IN MY DEATH ARISING OUT OF OR RELATED MY INVOLVEMENT WITH OR AT THE SHOP, WHETHER CAUSED BY THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE.
I HEREBY AGREE TO INDEMNIFY AND SAVE AND HOLD HARMLESS THE RELEASEES AND EACH OF THEM FROM ANY LOSS, LIABILITY, DAMAGE, OR COST THEY MAY INCUR ARISING OUT OF OR RELATED TO THE EVENT(S) WHETHER CAUSED BY THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE.
I HEREBY ASSUME FULL RESPONSIBILITY FOR ANY RISK OF BODILY INJURY, DEATH OR PROPERTY DAMAGE ARISING OUT OF OR RELATED TO THE EVENT(S) WHETHER CAUSED BY THE NEGLIGENCE OF RELEASEES OR OTHERWISE.
I HEREBY ACKNOWLEDGE THAT THE ACTIVITIES OF THE EVENT(S) ARE DANGEROUS AND INVOLVE THE RISK OF SERIOUS INJURY AND/OR DEATH AND/OR PROPERTY DAMAGE. I ALSO EXPRESSLY ACKNOWLEDGE THAT INJURIES RECEIVED MAY BE COMPOUNDED OR INCREASED BY NEGLIGENT RESCUE OPERATIONS OR PROCEDURES OF THE RELEASEES.
I HEREBY AGREE THAT THIS RELEASE AND WAIVER OF LIABILITY, ASSUMPTION OF RISK AND INDEMNITY AGREEMENT EXTENDS TO ALL ACTS OF NEGLIGENCE BY THE RELEASEES, INCLUDING NEGLIGENT RESCUE OPERATIONS AND IS INTENDED TO BE AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAWS OF THE PROVINCE OR STATE IN WHICH THE EVENT(S) IS/ARE CONDUCTED AND THAT IF ANY PORTION THEREOF IS HELD INVALID, IT IS AGREED THAT THE BALANCE SHALL, NOTWITHSTANDING, CONTINUE IN FULL LEGAL FORCE AND EFFECT.
To the maximum extent permitted by applicable law, I agree that in no event will Shop Club or the other releasees be liable to me for any damages, claims or costs whatsoever or any consequential, indirect, incidental or special damages, or any lost profits or lost savings, under any legal theory of liability arising out of this waiver or the use of or inability to use the facilities, even if a Shop Club representative has been advised of the possibility of such loss, damages, claims or costs or if such possibility was reasonably foreseeable. The foregoing limitations and exclusions apply to the extent permitted by applicable law. Shop Club’s aggregate liability under or in connection with this release shall be limited to the sum of $1,000. Shop Club is acting on behalf of all releasees for the purpose of disclaiming, excluding and limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.
I HEREBY AGREE THIS AGREEMENT SHALL BE BINDING UPON AND ENFORCEABLE AGAINST ME, MY PERSONAL REPRESENTATIVES, SPOUSE, ASSIGNS, HEIRS, AND NEXT OF KIN WITHOUT LIMITATION AND SHALL BE IN FULL FORCE AND EFFECT FOR ALL EVENTS DURING THE CALENDAR YEAR.
I have read this release and waiver of liability, assumption of risk and indemnity agreement, fully understand its terms, understand that I have given up substantial rights by signing it, and have signed it freely and voluntarily without any inducement, assurance or guarantee being made to me and intend my signature to be a complete and unconditional release of all liability to the greatest extent allowed by law.
ALL SECTIONS MUST BE COMPLETED
This Agreement is dated and effective as of 05/09/2021