In consideration of the promises and mutual covenants contained herein, the parties agree as follows:
As consideration for Members payment of the Membership Fees, as defined below, Garage Composites hereby agrees to provide to the Member, the 20-Club membership benefits applicable to the level of membership selected by Member (the "Benefits"), as set forth in the Membership Highlights Form, a copy of which is attached hereto as Addendum 1 (the "Membership Highlights Form"). Member hereby acknowledges and agrees that Garage Composites reserves the right, in its sole and absolute discretion, to amend the Membership Highlights Form, including, without limitation, the removal of benefits or services listed thereon. For the purpose of this Agreement, the Membership Fees shall mean $649/month for a full 20 Club membership or $449/month for a Reporting Only membership to be paid quarterly. Upon thirty (30) days prior written notice from Garage Composites to Member, Garage Composites shall have the right to revise, amend, and/or change the Membership Fees. For the avoidance of doubt, although meetings or events for a specific 20-Club may be organized by Garage Composites, the 20-Club members are responsible for the cost of these meetings, to include moderator travel expenses, which costs and expenses shall be in addition to the Membership Fees, and will be billed as incurred by Garage Composites. Additionally, benefits not expressly listed on the Membership Highlights Form are provided at an additional cost above and beyond the Membership Fees and are expressly not included hereunder.
Upon the parties mutual execution of this Agreement, and for as long as Member complies with its obligations hereunder, Member shall be entitled to the Benefits set forth in the Membership Highlights Form, as amended from time to time. This Agreement shall remain subject to the 20 Club Member Terms and Conditions, which 20 Club Terms and Conditions are hereby incorporated into this Agreement by this reference. The 20 Club Terms and Conditions may be amended by Garage Composites at any time without notice to Member. In the event of any conflict between the terms and conditions contained in this Agreement and the 20 Club Terms and Conditions, the 20 Club Terms and Conditions shall govern.
Member hereby agrees to pay all invoices within fourteen (14) days of its receipt. Invoices that are not full paid within thirty (30) days of the due date shall, in the discretion of Garage Composites, result in suspension of the Benefits until balance is paid. All past due amounts shall accrue interest at a rate of 18% per annum, or the highest amount allowable by applicable law.
Contemporaneously with the parties' execution of this Agreement, the parties shall initial the Mutual Confidentiality Agreement, substantially in the form attached as Exhibit A ("Mutual Confidentiality Agreement"), to demonstrate the parties' agreement to be bound by the terms and conditions contained therein.
Term and Termination
Garage Composites and Member hereby agree that either party may, at any time, cancel and terminate this Agreement for convenience by providing written/email notification of termination to the other party. In the event either party terminates this Agreement, Member shall be invoiced for all amounts outstanding in connection with the Benefits rendered prior to such termination and other amounts incurred by Member related to Garage Composites performance of services, including, without limitation, all service charges, penalties, interest, Membership Fees, and costs incurred. In the event Member terminates this Agreement, termination shall not be deemed effective until Member verifies receipt by Garage Composites of Member’s termination, which verification shall be by signed writing.
In connection with the 20 Club Membership program, including Garage Composites offering of the Benefits hereunder, Garage Composites sponsors events (the "Events") for the purposes of facilitating the sharing of information between and among Garage Composites and its customers, including Member. Member, as a benefit of its entering into this Agreement, may have an opportunity to participate in the Events. In connection with the foregoing, Garage Composites makes no representations or warranties with respect to the information that is shared at the Events and hereby places Member on notice that all such information is the opinion of third parties and shall not be considered the opinions of or information provided by Garage Composites. Member shall make its own decisions with respect to the value of the information shared and received at the Events. Garage Composites will not verify or certify the accuracy or completeness of any information shared at the Events and Member hereby agrees to hold Garage Composites harmless from any liability or injury arising from or related to Member’s participation in the Events, including information of Member that is shared or disclosed by any third party.
Limitation of Liability
The parties hereby expressly agree that Garage Composites, including its affiliates, agents, subsidiaries, managers, members and employees shall not be liable for any indirect, special, incidental, consequential or exemplary damages arising from this Agreement, including, without limitation, Garage Composites performance of services, and the sharing or receiving of information by Member, whether such information is provided by Garage Composites or any other third party. For the avoidance of doubt, the above described limitation of liability shall expressly include all claims asserted or threatened against Garage Composites for lost profits, loss of goodwill, or any other commercial damages or losses. In no event shall Garage Composites have any liability to Member above the total amount of Membership Fees actually received by Garage Composites from Member pursuant to this Agreement.
This Agreement may not be assigned by Member to any other party.
This document, along with the 20 Club Terms and Conditions constitutes the complete and entire agreement of the parties regarding the subject matter contained herein. All modification or amendments must be made and agreed to in writing and signed by both parties.
Choice of Law
This Agreement shall be interpreted under the laws of the State of Colorado without reference to conflict of law provisions.