FRANKLIN SOCIAL, LLC
MEMBERSHIP AGREEMENT
This FRANKLIN SOCIAL MEMBERSHIP AGREEMENT (“Agreement”) is entered into as of the day of, 2024 (“Effective Date”) by and between Franklin Social, LLC a Tennessee limited liability company, (the “Company”) [doing business as] “Franklin Social” (the “Club”) and ___________ (“Member”).
A. The Club owns and operates that certain social club and related facilities located at 231 Public Square, Franklin, TN 37064, known as “Franklin Social”.
B. The Club desires to sell to Member, a non-exclusive, non- transferable, revocable license to use the Facilities (as defined below), on the terms set forth herein.
C. Member understands that Member shall have no ownership or equity interest in the Company, the Facilities, the Club, or its affiliates.
In exchange for, and in consideration of, the mutual promises and covenants set forth in this Agreement, the parties hereby agree as follows:
1. Initiation Fee. Upon Member’s execution of this Agreement, Member shall pay the Club a non-refundable initiation fee of $5,000 plus any applicable taxes, payable in U.S. dollars, or, in the Club’s sole discretion and subject to the terms of this Agreement, the equivalent amount in Bitcoin or Ethereum after taking into account any applicable transaction fees, conversion fees, and/or currency fluctuations (the “Initiation Fee”).
2. Membership. The Club hereby grants to Member, and Member
hereby accepts from the Club, the following type of Club membership (the “Membership”):
Charter Member Tier
The Membership will begin on the Effective Date of this Agreement and will terminate (i) immediately upon the termination of this Agreement, or (ii) pursuant to the terms, provisions, and procedures of the Club’s Rules & Regulations, and/or written membership policies of the Club, as they may be amended from time to time (collectively, the “Membership Documents”).
a. Non-Exclusive License. The Membership is a non-exclusive, non-transferable, revocable license to use the social club and related facilities located at 231 Public Square, Franklin, TN 37064, known as “Franklin Social” or at such other location as the Club may determine from time to time (the “Facilities”). The Club reserves the right, in its sole and absolute discretion, to (i) discontinue or modify any or all of the Facilities or any other use privileges, including use privileges at any other clubs and locations; (ii) sell or otherwise dispose of the Facilities; and (iii) make any other changes in the terms and conditions of membership, including the use of the Facilities or the various use privileges available for use by Members at any other clubs and locations. Use of the Facilities and any of the various use privileges at other clubs and locations may be discontinued, restricted, or reserved from time to time as determined by the Club and such discontinuance, restriction, or reservation shall not result in any reduction or abatement of membership dues or membership fees.
b. Membership Benefits. The benefits that accompany each type of Membership and the renewal fees associated therewith as of the Effective Date are listed under the Membership Fee Schedule attached hereto as Exhibit A and incorporated by reference herein. The Club reserves the right to modify such benefits at any time. The Club may extend privileges of the Club, the right to use the Facilities, and the right to various use privileges at any other clubs and locations to such other persons and upon such terms as the Club may from time to time determine.
3. Term. This Agreement shall begin on the Effective Date and continue for one year thereafter (the “Initial Term”), unless and until this Agreement is terminated, either pursuant to this Agreement or pursuant to the terms, provisions, and procedures of the Membership Documents, this Agreement shall automatically renew for subsequent one-year periods (each, a “Renewal Terms”). Each Renewal Term shall commence on the anniversary of the Effective Date (the “Anniversary Date”). The “Term” of this Agreement includes the Initial Term and each Renewal Term.
4. Member Duties and Obligations.
(a) Membership Fees. Member agrees to pay the applicable membership fee as set forth in the Membership Fee Schedule (the “Membership Fee”). The Club reserves the right, and has sole discretion, to increase, decrease, change or modify the Membership Fee and the Membership Fee Schedule at any time with 90-day advance notice.
(b) Membership Account. Member is responsible for the timely payment of all Membership Fees, service charges, and any other fees or charges related to the Membership (collectively, the “Membership Account”).
(c) Other Charges or Fees. The Membership Fee does not include any fees that may be charged in connection with any programs, events, activities, facilities or services that are not included with the Membership, as specifically described under this Agreement. Such fees will be itemized on Member’s Membership Account in the monthly statement or invoice, and the Club will charge such fees to Member’s credit card account or debit such fees from Member’s bank account.
(d) Payments. Member agrees to pay all Membership Fees, and any other fees and charges associated with the Membership Account, on or before the date such fees and charges are due. Member will pay a late fee of $200 per month on any past due fees or charges. Member further agrees that if Member is delinquent in paying any amounts due, the Club shall have the right to immediately suspend or terminate the Membership, and the Club shall be entitled to recover from Member all costs and expenses that the Club reasonably incurs in attempting to collect such past due amounts, including, without limitation, collection costs, attorney fees and court costs, whether or not suit is filed.
(e) Credit Card / Bank Account Charges. During the entire Term, Member must maintain on file with the Club valid information regarding a credit card account to which the Club may charge, or valid information regarding a bank account from which the Club may debit, any and all charges or fees related to the Membership. Upon Member’s execution of this Agreement, Member shall provide the Club with either a completed Credit Card Authorization Form or a completed Bank Account Debit Form as provided by the Club.
(f) Membership Use. Member’s use of its Membership shall, at all times, be subject to the terms and conditions of this Agreement, as well as the Club’s Membership Documents, which may be revised, altered, and/or amended by the Club from time to time. By signing this Agreement, Member acknowledges Member’s receipt of such Membership Documents and agrees to be bound by and fully comply with the terms and conditions of such Membership Documents, as they may be amended, and to be responsible for compliance with such Membership Documents by Member’s guests. Such Membership Documents are incorporated herein by reference. Failure by Member or Member’s guests to comply with the terms and conditions of the Membership Documents shall give the Club, in the Club’s sole discretion, the right in the termination of this Agreement and the termination of such Member’s Membership.
5. Termination / Change of Membership. Member may terminate the Membership at any time with at least 30 days’ advance written notice to the Club and upon the full payment of Member’s Membership Account as of the effective date of the termination notice. Upon Member’s termination of the Membership, Member shall not be entitled to any refund of the Initiation Fee or any Membership Fees or any other charges or fees that Member may have paid in connection with the Membership or the Membership Account.
In the Club’s sole discretion, Member may be allowed to change its type of Membership at any time during the Term of this Agreement. Member must pay any Initiation Fees and any changes in Membership Fees that may be associated with such change in its Membership as determined by the Club.
The Club may terminate the Member’s Membership at any time with 10 days’ written notice for failure of the Member to timely pay Membership Fees or if Member’s or Member’s guests’ conduct is determined, in the sole discretion of the Club, to be detrimental to the Club.
6. Transfer / Assignment. The Club may assign its interest, duties, and obligations under this Agreement without the consent of Member, and the Club shall be relieved of any and all liability as to events occurring after assignment. The Member shall not transfer or assign its Membership interest without the written consent of the Club.
7. Management. The Club may engage one or more managers or operators of the Facilities or various portions thereof, whether on a contract, franchise, lease or other basis.
8. Indemnification / Limitation of Liability. In exchange for and in consideration of the Membership, Member hereby waives, releases, and forever discharges, and agrees to forever defend, indemnify, and hold harmless the Club as well as the Club’s officers, members, managers, employees, agents, representatives, volunteers, independent contractors, affiliates, successors, assigns, and any other individuals or entities that may be affiliated with the Club or act on the Club’s behalf (collectively, the “Indemnified Parties”) from or against any liability, claims, demands, losses, or damages (known or unknown and economic or non-economic), and any costs, attorney fees and expenses, or settlements, and any injury, disability, illness, damage, or loss that may occur to Member, Member’s property, or any of Member’s guests as a direct or indirect result of any acts or omissions of the Club or any of the Indemnified Parties, or as a direct or indirect result of Member’s or any of Member’s guests’ attendance at, participation in, and/or use of the Facilities.
Member further agrees not to make any claim against the Club or any of the Indemnified Parties for any injuries, death, financial loss, or property damage directly or indirectly related to any use of the Facilities even if any such injury, death, financial loss, or damage is caused to or suffered by Member, Member’s property, or any of Member’s guests due to any acts or omissions, or the negligence or any other cause, by the Club or any of the Indemnified Parties.
If Member, or the guest of Member, damages the Facilities, or causes personal injury while on or near the Facilities, Member shall be liable for all claims, damages, and costs arising therefrom, whether compensatory, consequential, punitive or incidental, including attorneys’ fees and expenses, and Member or Member’s guest so responsible, shall indemnify and hold the Club and the Indemnified Parties harmless therefrom.
The Club and the Indemnified Parties shall have no liability for any lost profits or incidental, special, punitive or other consequential damages.
9. Availability of the Facilities. Member acknowledges, fully understands, and agrees that the Club has the right to periodically schedule private events or other activities that utilize the Facilities. Such private events or other activities may occasionally delay or restrict Member’s ability to use some or all of the Facilities. The Club will make every reasonable effort to provide advance notice of any such private events or other activities. The Club may close all or any portion of the Facilities on any given day and at any time due to inclement weather or other natural forces, or for maintenance, safety or emergency purposes as solely determined by the Club.
10. No Vested Interest. Member acknowledges and understands that the Membership grants the Member a non-exclusive, non-transferable, revocable license to use the Facilities but does not give the Member any ownership or equity rights in or to the Company, the Facilities, the Club, or its affiliates, and does not give Member any right to participate in management or control of the Company, the Facilities, the Club, or its affiliates. Member shall not be entitled to any revenues or profits relating to the ownership or operation of the Company, the Facilities or the Club.
11. Miscellaneous
a. Governing Law; Waiver of Jury Trial; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of Tennessee without regard to any conflict of laws principles. Each Party expressly and irrevocably waives any right to a trial by jury. Any legal suit, action or proceeding arising out of or based upon this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Tennessee in each case located in the city of Franklin and county of Williamson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
b. Attorney’s Fees and Costs. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation will be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such party in the litigation.
c. Beneficiaries. Except for the indemnification provisions contained in Section 10, this Agreement does not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.
d. Interpretation. All section headings contained in this Agreement are for reference purposes only. Whenever the words “include” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” In this Agreement, the word “person” includes any legal entity as well as natural person(s), and the term “or” is not exclusive.
e. Severability. If any provision of this Agreement is held to be invalid or unenforceable under any law, such provision will be fully severable, and this Agreement shall be construed and enforced as if such invalid or unenforceable provision had never comprised a part hereof. The remaining provisions of this Agreement shall remain in full force and effect.
f. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No changes or amendments of this Agreement will be valid or effective unless in writing and signed by each party; provided, however, Member, notwithstanding the forgoing, acknowledges and agrees that the Membership Documents may be amended or modified by the Club without Member’s consent and such amendments and modifications shall be binding on Member.
g. Waiver. Waivers must be express in writing. A waiver of one matter shall not be deemed a waiver of any other matter, whether or not existing or subsequent, or different or similar. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of any such right, power or privilege. No single or partial exercise of any right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.
h. Counterparts. This Agreement may be executed and delivered by the parties in counterparts (including by PDF or electronic signature), each of which shall be deemed an original and both of which together shall constitute one and the same instrument.
MEMBER ACKNOWLEDGES THAT MEMBER IS ACQUIRING A MEMBERSHIP FOR THE SOLE PURPOSE OF OBTAINING SOCIAL BENEFITS AND USE OF THE FACILITES, AND NOT AS AN INVESTMENT OR WITH ANY EXPECTATION OF MAKING A PROFIT OR DERIVING ANY OTHER BENEFIT FROM THE MEMBERSHIP.