By purchasing a membership to The Coterie, you are agreeing to the terms of this Membership Agreement (the “Agreement”), which is a legally binding agreement. Please download and read it carefully prior to completing your purchase.
MEMBERSHIP BENEFITS. Subject to the terms and conditions of this Agreement and any other policies that Alabaster Collective LLC (“Alabaster”) may make available to you with prior notice from time to time, during the Term (defined below), Alabaster will use commercially reasonable efforts to provide you The Coterie’s membership benefits described below.
Non-exclusive access to the building at 1220 Seventh Avenue North, Nashville, TN (the “Premises”) and non-exclusive use of its common areas during Alabaster business hours;
Access to and use of The Coterie’s member site located at www.alabastercollective.com;
Access to and use of the shared Internet connection on the Premises;
Use, within the Premises, of the kitchen and complimentary beverages and snacks made available therein; and
Opportunities to participate in members-only events, benefits and promotions.
Payment Due. To complete your membership purchase, you will be obligated to pay to Alabaster the first month’s membership fee or the total yearly membership fee.
Membership Fee. If you select a monthly payment option, you agree that Alabaster will draft your monthly membership fee via your designated credit card on file on the same day of each month for the Term. You agree to inform Alabaster promptly of any changes to your payment information. If you select the yearly option, you agree that Alabaster will draft a one-time yearly membership fee of two thousand seven hundred fifty dollars ($2750.00) via your designated credit card.
No Refunds. Except as provided in this Agreement, there are no refunds of any membership fees or other amounts paid by you under this Agreement. You shall not be relieved of your obligations to make any such payments, and no deduction or refund of membership fees shall be made for your failure to use the membership benefits due to vacation, travel, or other personal commitments.
Term. This Agreement will continue for a period equal to the total number of months corresponding to your membership purchase, unless earlier terminated by Alabaster as provided herein (the “Term”).
Termination. Alabaster may immediately terminate this Agreement (i) upon breach of this Agreement or any Alabaster policies by you; (ii) upon termination, expiration or material loss of Alabaster’s rights in the Premises; (iii) if any outstanding membership fees are still due after Alabaster provides notice to you; or (iv) at any other time, when Alabaster, in its reasonable discretion, sees fit to do so. You will remain liable for past due amounts despite termination or expiration of this Agreement. Upon termination or expiration of this Agreement, you will remove all of your property from the Premises.
MEMBERSHIP RULES. In addition to any rules, policies and/or procedures that are specific to the Premises:
You acknowledge and agree that:
Keys, key cards and other such items used to gain physical access to the Premises remain Alabaster’s property. You will safeguard such property and be liable for replacement fees should any such property be lost, stolen or destroyed;
You shall promptly notify Alabaster of any change to your contact and payment information;
Alabaster will provide notice to you of any changes to membership benefits, fees or other updates by emailing the email address provided by you. It is your responsibility to read such emails;
You are at least eighteen (18) years of age;
You shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your guests who is younger than twenty one (21) years of age;
Common spaces in the Premises are to be enjoyed by all Alabaster members and guests and are for temporary use;
You specifically acknowledge and agree that Alabaster may deny access to and use of the Premises by all members for limited periods of time for purposes relating to maintenance or upkeep, photo shoots or special events.
You will provide Alabaster with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises;
Your computer, tablet, mobile device and other electronic equipment must be (A) kept up-to-date with the latest software updates provided by the software vendor and (B) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. Alabaster reserves the right to remove any device from its network that poses a threat to its network or users until the threat is remediated; and
You consent to Alabaster’s use of your name and likeness in connection with identifying you as a member of The Coterie on www.alabastercollective.com and on social media. You may terminate this consent at any time upon thirty (30) days prior notice.
No member will:
Perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to Alabaster or any other members or their guests or property, including without limitation the Premises;
Use the Premises to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;
Misrepresent themselves to The Coterie membership;
Take, copy or use any information or intellectual property belonging to other members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same;
Use the Premises in a “retail”, “medical”, or other nature involving frequent visits by members of the public;
Make any copies of any keys, keycards or other means of entry to the Premises or lend, share, or transfer any keys or keycards to any third party, unless authorized by Alabaster in advance;
Allow any guest(s) to enter the Premises without registering such guest(s) and performing any additional required steps according to Alabaster policies; or
Bring any weapons of any kind, or any other offensive, dangerous, inflammable or explosive materials into the Premises.
DAMAGE TO PROPERTY. You understand and agree that Alabaster is not liable for loss, damage or theft of your personal property or that of your guests while in or on the Premises. You shall be responsible for any and all damage to the Premises or any Alabaster property caused by you or your guests.
WAIVER OF CLAIMS. To the extent permitted by law, you, on your own behalf and on behalf of your guests, waive any and all claims and rights against Alabaster and its employees, officers and agents (collectively, the “Alabaster Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property or person.
LIMITATION OF LIABILITY. To the extent permitted by law, the aggregate monetary liability of the Alabaster Parties to you or your guests, for any reason and for all causes of action, will not exceed the total membership fees paid by you to Alabaster under this Agreement in the twelve (12) months prior to the claim arising. None of the Alabaster Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against any of the Alabaster Parties, whether in contract, tort, or otherwise, unless the action, suit or proceeding is commenced within one (1) year of the cause of action’s accrual.
INDEMNIFICATION. You will indemnify the Alabaster Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your guests, or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons that you or your guests invite to enter the Premises. You shall not make any settlement that requires a materially adverse act or admission by Alabaster or imposes any obligation upon Alabaster without Alabaster’s written consent.
OTHER MEMBERS. Alabaster does not control and is not responsible for the actions of other members or any other third parties. If a dispute arises between members or their guests, Alabaster shall have no responsibility or obligation to participate, mediate or indemnify any party.
INDEPENDENT CONTRACTORS. From time to time Alabaster will make available to you and your guests the services of independent contractors. Alabaster does not warrant or guarantee the quality of these services and does not guarantee that these services will remain available to you or your guests for any period of time, and hereby disclaims all liability arising out of such services.
NOTICES. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email address you specify.
ASSIGNMENT. You may not transfer or otherwise assign any of your rights or obligations under this Agreement without Alabaster’s prior written consent. Alabaster may assign this Agreement without your consent.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. All actions arising under this Agreement shall be exclusively brought in a state or federal court in Nashville, Tennessee.
ATTORNEYS’ FEES. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the court.
CLASS ACTION WAIVER. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Alabaster will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and Alabaster also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if Alabaster is a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST ALABASTER.
UPDATES. Alabaster may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of two (2) full calendar months after the date of notice of the update(s).
WAIVER. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
SEVERABILITY. If any provision or any part of any provision of this Agreement is held unenforceable, such provision or portion thereof, shall be severed from this Agreement, and such unenforceability shall not affect the other provisions of this Agreement.
SURVIVAL. The Sections entitled Membership Rules, Damage to Property, Waiver of Claims, Limitation of Liability, Indemnification, Other Members, Independent Contractors, Governing Law, Attorneys’ Fees and Class Action Waiver and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.