Keyholder Agreement

Keyholder Agreement

1. KEYHOLDER:

Your Keyholder Status (also referred to as “Key Status”), is a contractual privilege to use the Club facilities, equipment and services, and participate in Club sponsored activities, programs and events (collectively the “Club Facilities”) offered from time to time by the Club to your type of Key status during the Club’s published hours of operation. The Club reserves the absolute right without notice to add, change or eliminate any Club Facilities or Key Status types and to change its hours of operation. Your Keyholder status does not entitle you to any interest or ownership in the Club or its property and confers no right to participate in the management or operation of the Club. The Keyholder status types, the amount of initiation fees, dues and other charges payable by the Keyholder, the suspension and termination of Keyholders, and all other matters affecting or relating to your Key status shall be in the Club’s sole discretion.

2. PAYMENTS:

(a)  Keyholder Payments. You agree to pay the annual or monthly dues rate set forth at the top of this Agreement. Annual or Monthly dues shall be debited from your account through electronic funds transfer system on an annual or monthly basis and reflect the current dues. Except as stated in this Agreement, all Keyholder fees, dues and other payments are nonrefundable. You shall not be relieved of your obligations to make any such payments and no deduction or refund of dues shall be made for your failure to attend or use the Club Facilities due to vacation, travel, or other personal commitments.

(b)  Adjustment to Dues Rates and Other Fees. Monthly dues rates, charges and fees for services are subject to change, as deemed necessary by the Club. The Club may increase monthly dues rates by providing you with a minimum of thirty (30) days written notice. If you have a twelve (12) month paid commitment, the Club will not change the monthly dues rate during such initial twelve (12) month period.

(c) Service Charges and Late Fees. If any payment to the Club, including, charge or bank draft, is not honored, or if your account is past due, the Club shall have the right to the following remedies, in addition to any other legal or equitable rights: (1) assess a service charge of $30.00 for each dishonored transaction and require reimbursement for cost collection; (2) assess a late fee of $20.00 for all past due accounts; (3) collect the current and past due balance in any subsequent months; and/or (4) suspend or terminate this Agreement. The Club reserves the right to change these service fees and late fees at any time. All payment disputes must be submitted in writing to the Club within 120 days of the disputed charge, to the extent permitted by law.

The Club may transfer this Agreement to a collections agency, and you will be obligated to pay any collection and/or legal costs incurred by the Club in enforcing this Agreement.

(d) While London House does not have a Food & Beverage minimum for day-to-day dining, all in-Club purchases must be settled in full by cash or card during each visit. Minimum spending requirements may be established from time to time, for all Club buy outs, events, and private dining room reservations.

3. CANCELLATION:

Cancellation by Keyholder. You may cancel your Keyholder status after the paid commitment period indicated on the front of this Agreement, by giving the Club thirty (30) days advance written notice. Such cancellation shall be deemed effective on the first day of the calendar month following the expiration of the 30-day notice period and all outstanding dues and charges have been paid to the Club. You will remain liable for payment of dues and other charges for periods prior to the effective date of cancellation. If you prepaid your Keyholder dues or other charges, and are eligible to cancel your Keyholder status before the end of the prepaid period, the Club will refund prepaid amounts only for unused Keyholder status time. Any amounts due by you will be deducted from any refund due to you. If you cancel during your paid commitment period, you will remain responsible for paying dues for the remaining commitment period. Until you provide written notice of cancellation as stated above and make all outstanding payments, you will continue to be charged monthly dues.

Cancellation by the Club. The Club may suspend or cancel your Keyholder status at any time for (1) failure to pay your annual or monthly dues and other charges when due; (2) any other breach of this Agreement; or (3) any violation of the Guidelines or other rules and regulations of the Club. The Club also has the right to cancel your Keyholder status at any time without cause. You will remain liable for payment of dues and other charges for periods prior to the effective date of cancellation. No refunds shall be made for Keyholder dues and other charges except as specifically provided for in this Agreement. If your Keyholder status is terminated for cause, the Club reserves the right to retain the unused portion of any prepaid amounts made by you.

4. GENERAL RULES AND REGULATIONS:

You agree to abide by all of the Club Rules, Regulations and Policies as adopted and amended from time to time at the Club’s sole discretion. Any Keyholder who, in the sole determination of the Club, violates the Club’s Guidelines, rules or regulations, or is loud, offensive, uses profanity, harasses, is bothersome to other Keyholders, residents, guests or employees or otherwise behaves in an inappropriate or unbecoming manner, may be suspended or terminated by the Club.

5. DAMAGE TO PROPERTY:

You understand and agree that the Club is not liable for loss, damage or theft of your personal property or that of your guests while in or on the Club Facilities. You shall be responsible for any and all damage to any Club property caused by you, your guests or your dependent children.

6. INDEPENDENT CONTRACTORS:

From time to time the Club will make available to you and your guests the services of independent contractors. The Club 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.

7. 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.

8. NOTICES:

Please remember to inform the Club office of any address or payment changes. Any notice given under this Agreement, shall be considered delivered when emailed to your email address listed on the front of this Agreement or as later changed by written notice to the Club. Any notice you send to the Club shall be considered delivered only when received by the Club.

9. ASSIGNMENT:

The Club may assign this Agreement in its sole discretion. You may not assign this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties respective successors and assigns.

10. COUNTERPARTS:

This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be exchanged by fax or electronic means (e.g., PDF), all of which shall be binding.

11. ENTIRE AGREEMENT:

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any discussions, offers, proposals, agreements or promises with respect thereto. This Agreement may be modified only by a written amendment signed by you and the General Manager. Employees are not authorized to make any independent agreement.

12. GOVERNING LAW:

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. All actions arising under this Agreement shall be exclusively brought in a state or federal court in Orange County, Florida. THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY AND THE RIGHT TO ASSERT THE DEFENSE OF INCONVENIENCE OF FORUM OR VENUE.

13. ATTORNEYS’ FEES:

If any action, suit, or other proceeding is brought relating to the enforcement or interpretation of this Agreement, the prevailing party shall recover all of such party’s reasonable fees and expenses, including attorneys’ fees and expenses incurred in connection with such action. This section shall not be deemed to provide for the award of attorneys’ fees for personal injury, or non-contractual claims.

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