Car Asylum - Elite Automobile Storage and Lounge

Asylum - MultiCar Discount


Vehicle Membership Agreement

This Vehicle(s) Membership Agreement (“Agreement”) is made as of {{order_create_date}} (“Effective Date”), The Asylum, (“Owner”), and {{customer_wp_user_firstname}} {{customer_wp_user_lastname}} (“Member,” and together with Owner, the “Parties,” and each individually as “Party”).

RECITALS

WHEREAS, Owner owns and operates a vehicle management and vehicle storage business located at 7268 Renwick Dr. Houston, Texas 77081 (the “Premises”); and Member’s name and billing address is {{customer_wp_user_firstname}} {{customer_wp_user_lastname}} {{billing_address_1}} {{billing_address_2}} {{billing_city}}, {{billing_state}} {{billing_postcode}}. 

WHEREAS Member desires to utilize one or more vehicle parking space(s)s in the Premises and Owner desires to grant a license to Member to use a vehicle parking space(s) located in the Premises for Member’s vehicle(s), as such vehicle(s) are more particularly described on Exhibit A, attached hereto and incorporated herein (the “Vehicle(s)”). 

NOW, THEREFORE, the Parties, in consideration of the mutual covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, agree as follows: 

  1. Parking Space(s). Owner hereby grants to Member a license to use vehicle parking space(s) at the Premises (the “Parking Space(s)”).  Member acknowledges and understands that Member has no right to use a specified, designated parking space(s), and the exact parking space(s) where the Vehicle(s) will be parked is up to Owner in Owner’s sole and absolute discretion and may change from time to time.
  2. Term. Unless terminated earlier as set forth in Sections 8, 9 and 17, the term of the license for the Parking Space(s) (“Term”) shall commence on {{order_create_date}} and shall expire one calendar year from {{order_create_date}}  (the “Expiration Date”).  The license for the Term shall be irrevocable during the Term (i.e., no pro rata or other reduction in charges for the full Term should Member remove his Vehicle(s) earlier than the expiration of the Term; the rental of the Parking Space(s) by Member for the Term is guaranteed by Member), subject to earlier termination only as set forth in Sections 8, 9 and 17.
  3. Fee. In consideration for Owner’s granting the license to the Parking Space(s), Member shall pay Owner a license fee calculated as follows (the “Fee”):

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MultiCar Discount Package includes:

  •  Self-drop off and pick up (after hours)
  •  Battery Tender (if your car has an outlet)
  •  VIP Private Event Access
  • Access to Main Gate via Electronic Opener

The Fee shall be due upon the execution of this Agreement.  The Fee shall be paid in monthly installments to be paid by Member in the following manner: 

  • Member shall pay the first Installment Payment upon the execution of this Agreement; thereafter an Installment Payment shall be due on the last day of each calendar month (each an “Installment Payment Due Date”); and
  • Member shall automatically send the Installment Payment on or before the Installment Payment Due Date to Owner through an authorized credit card transaction. Owner shall not be required to send an invoice to Member prior to an Installment Payment Due Date.

The Fee shall be paid by cash, cashier’s check at Owner’s office in the Premises or Credit Card enrollment for recurrent payments. Member shall pay to Owner all fees and other sums required to be paid under this Agreement without demand, set-off or deduction whatsoever at the times and in the manner set forth above.  The obligation of Member to pay the Fee is an independent covenant, and no act or circumstance, whether constituting breach of any covenant by Owner or not, shall release Member of this obligation.

  1. Use. Member shall use the Parking Space(s) solely for the purposes of storing the Vehicle(s).  Member shall only store the Vehicle(s) in the Parking Space(s) and is prohibited from storing any other vehicle in such Parking Space(s).  Member shall not use the Parking Space(s), or permit the Parking Space(s) to be used, in any manner which:  (a) causes or is likely to cause damage or waste to the Premises or the Parking Space(s); (b) violates a requirement or condition of any fire and extended insurance policy covering the Premises, or increases the cost of such policy; (c) violates any applicable law, code, rule or regulation; (d) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other customers or occupants of the Premises or its equipment, facilities or systems.  Without limiting the foregoing, Member shall not cause, or permit any other person to cause, any waste materials, garbage, or refuse to be stored or disposed of, or any hazardous materials to be used, generated, stored or disposed of, in, on or about the Parking Space(s) or the Premises.  Owner shall not, under any circumstances, be liable to Member for damages, cost, fees or liabilities suffered by Member related to the non-compliance with any law, code, rule or regulation by any person other than Owner.  No potentially toxic, potentially flammable or potentially explosive materials may be stored or kept in the Vehicle(s).  No animals may be stored or kept in the Vehicle (s).  Nothing over two hundred fifty Dollars $250.00 in value may be stored or kept in the Vehicle(s); and Member warrants and represents that Member has adequate insurance covering any property which may be in the Vehicle(s), and Owner shall have no liability for any property stored or kept in the Vehicle(s).
  2. Right to Drive Vehicle(s). Member shall leave a working key for the Vehicle(s) with Owner upon the execution of this Agreement.  Unless specified to the contrary below, by Member’s initials, Member hereby grants Owner permission to drive or move the Vehicle(s) to another storage spot within the Premises in case of an emergency, for day-to-day business needs and, with Member’s prior approval, for any other purpose deemed to be necessary by Owner.  Member also authorizes Owner to deliver the Vehicle(s), upon Member’s writing request, to alternate locations (e.g., home, office, airport, dealership, etc.), as requested by Member, Member (and Member’s insurance) shall be fully and solely responsible for all risk of loss occurring when Owner so delivers the Vehicle(s) to alternate locations.
  3. Lien. In consideration of the mutual benefits arising by virtue of this Agreement, Member does hereby grant to Owner an express contract lien on and security interest in the Vehicle(s) and all property in the Vehicle(s).  The Vehicle(s) is hereby subjected to a lien in favor of Owner and shall be and remain subject to such a lien for the payment of the Fee due to be paid by Member to Owner.  If Member elects to pay the Fee in advance, no lien shall be applicable to the Vehicle(s) during the period of time the Fee is paid in advance.
  4. Vehicle(s) Insurance. Member hereby represents and warrants to Owner that Member has a valid vehicle insurance and other policy(ies), as applicable, covering damages: (a) to the Vehicle(s); (b) to any property stored or kept in the Vehicle(s); and (c) to real and personal property other than the Vehicle(s) (including without limitation damage to the Premises, to other vehicles and to third party property at the Premises) while stored at the Premises.  Member agrees to make Owner an additional insured upon such policy(ies).  Upon Owner’s request, Member shall provide Owner with a Certificate(s) of Insurance evidencing such insurance coverages to Owner; along with the endorsement upon such insurance policy Certificate(s) that no changes may be made to such policy(ies) absent at least thirty (30) days prior written notice to Owner.  Owner does not have any obligation to carry insurance on Member’s vehicle or property contained therein.
  5. Eminent Domain. If more than 10% of the Premises shall be taken for any purpose by exercise of the power of eminent domain or condemnation, then this Agreement shall terminate at the option of either Party upon notice to the other Party.  Any termination of this Agreement pursuant to this Section 8 shall be effective as of the date on which Owner is required by the taking authority to vacate the Premises or any part thereof, provided however that Owner shall have the option to make such termination effective upon, or at any time prior to, the date on which said taking becomes legally effective.
  6. Fire, Other Casualty. If more than 10% of the Premises are substantially damaged by fire or other casualty, Owner may elect to terminate this Agreement. 
  7. Risk. Member’s use of the Parking Space(s) shall be at Member’s sole risk.  Member assumes all risk of damage caused by a Member’s Vehicle(s) and its contents, as well as all risk of damage done to the Premises and its contents (including without limitation third party vehicles and property) caused by Member’s Vehicle(s) and its contents.  Owner shall not be liable to Member for any loss or damage to person or property caused by a fire, acts of God, acts of a public enemy, theft, vandalism, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority or for any damage or inconvenience which may arise through repair or alteration of any part of the Premises, failure to make any such repair or disruption or loss of any utility service.  Member acknowledges, as a material condition to this Agreement, that Owner does not provide any security or protective services for the benefit of Member, Member’s employees, agents, contractors, or invitees, and Member assumes all responsibility for their safety. No personal belongings shall be left inside of the vehicle, Owner is not responsible of any lost items. Any security services Owner does provide for the Premises are solely to protect Owner’s rights and property and are not provided for Member’s benefit.
  8. Indemnification. Owner shall not be liable to Member or Member’s agents, employees, guests, invitees, or to any person claiming by, through or under Member for any injury to person, loss or damage to property, or for loss or damage to business, occasioned by or through the acts or omissions of Owner or any other person, or by any other cause whatsoever, except to the extent of Owner’s negligence or willful misconduct.  To the extent Owner is not prevented by law from contracting against such liability, and except to the extent caused by the negligent or willful misconduct of Owner or any Owner Related Parties (defined below), Member shall indemnify, defend and hold harmless Owner, its principals, partners, members, agents, beneficiaries, stockholders, directors, managers, officers and employees (collectively, “Owner Related Parties”) and save them harmless from all suits, actions, damages, liabilities, and expenses relating to the loss of life, bodily or personal injury, or property damage arising from or out of any occurrence involving the Vehicle(s), Member’s use and occupancy of the Parking Space(s) or the Premises or Member’s breach of its obligations under this Agreement.  If Owner shall, without fault on its part, be made a party to any action commenced by or against Member, Member shall protect and hold Owner harmless and shall pay all of Owner’s costs and expenses associated therewith, including, without limitation, reasonable attorney’s fees.  Member’s obligations pursuant to the foregoing indemnity shall survive the expiration or earlier termination of this Agreement. 
  9. No Services or Utilities; Business Hours; Access. Owner shall have no obligation to provide any services or utilities for the Parking Space(s) except for electricity for commercially reasonable lighting.  Owner may impose a charge for any utilities or other services provided by Owner to meet special needs of Member or at levels beyond normal commercial usage.  Member hereby acknowledges that Owner’s current operating hours are between 8:00 a.m. and 5:30 p.m. Monday – Friday (“Business Hours”).  Owner may change the Business Hours upon at least ten (10) days’ notice to the Members.  Access to the Vehicle(s) is only granted with the presence of Owner.  Member shall have unlimited access to the Vehicle(s) during Business Hours.  In the event Member desires access to the Vehicle(s), Member agrees to give Owner at least twenty-four (24) hours’ advance notice during Business Hours and forty-eight (48) hours during non-Business Hours (verbal or in writing).  There may be a charge for access to the Vehicle(s) outside of the Business Hours and with less than six (6) hours’ notice to Owner. Normal holidays are considered non-business hours.
  10. Representations. Member hereby represents and warrants to Owner as of the Effective Date, that the following statements are and shall be true and correct:

            (a)        Organization.  If Member is an entity, it is an entity duly organized, validly existing under the laws of the jurisdiction of its incorporation.

            (b)        Authorization.  If Member is an entity, all corporate or other action necessary for its authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder has been taken, and this Agreement when fully executed and delivered, shall constitute its valid, legally binding and enforceable obligation.  If Member is an individual, Member has the legal capacity to enter into and perform its obligations under this Agreement. 

            (c)        Government and Other Consents.  No consent, authorization, license, permit, registration or approval of, or exemption or other action by, any governmental authority, is required in connection with its execution, delivery and performance of this Agreement, or if any such consent is required, it has satisfied the applicable requirements.

            (d)       Effect of Agreement.  Its execution, delivery and performance of this Agreement will not (i) if it is an entity, violate its organizational documents, (ii) violate any applicable state or federal law, (iii) have any effect on its compliance with applicable licenses, permits or authorizations, (iv) result in the breach of, give rise to a right of termination, cancellation or acceleration of any obligation with respect to (presently or with the passage of time), or otherwise be in conflict with any term of, or affect the validity or enforceability of, any agreement or other commitment to which it is a party, or (v) result in the creation of any lien, pledge, mortgage, claim, charge or encumbrance upon any of its assets.

            (e)        Litigation.  There are no actions, suits or proceedings pending or, to its knowledge, threatened, against it before any governmental authority which question its right to enter into or perform this Agreement, or which question the validity of this Agreement.

            (f)        Ownership of the Vehicle(s).  Member has valid legal title to the Vehicle(s) and has the right to have the Vehicle(s) stored at the Premises.

  1. Assignment.
    • Owner reserves the right to sell, assign or transfer this Agreement and upon such election this Agreement shall remain in full force and effect, subject to the performance by Member of all its obligations hereunder. Upon any such sale, assignment or transfer, other than merely as security, Member agrees to look solely to the assignee or transferee for the performance of all of Owner’s obligations under this Agreement and Owner shall be released from any further obligations hereunder.
  • Member shall not assign this Agreement, or license or sublicense all or any portion of the Parking Space(s), nor permit the use of all or any part of the Parking Space(s) by persons other than Member, its employees and agents, without the prior written consent of Owner, which consent may be withheld in Owner’s sole and absolute discretion. Any such assignment, license, sublease or permission without such consent shall be void and, at the option of Owner, shall terminate this Agreement.
  1. Default. The occurrence of any of the following shall constitute an “Event of  Default” on the part of Member:
    • Failure to pay the Fee or any other amount due and payable hereunder when such payment is due.
    • Failure to perform any obligation, agreement or covenant under this Agreement other than as set forth in Section 16(a) where such failure continues for five (5) business days after written notice thereof from Owner to Member, provided that, if Member has exercised reasonable diligence to cure such failure and such failure cannot be cured within such fifteen (15) business day period despite reasonable diligence, Member shall not be in default under this subsection so long as Member thereafter diligently and continuously prosecutes the cure to completion and actually completes such cure within ninety (90) days after the giving of the aforesaid written notice; and
    • The insolvency of Member, the commission of any act of bankruptcy by Member, the execution by Member of a general assignment for the benefit of creditors, the filing by or against Member of any petition in bankruptcy or any petition for relief under the provisions of the Federal bankruptcy act or any other State or Federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of Member or the attachment of or execution against any property or assets of Member.
  2. Remedy for Default. In the event of the occurrence of any Event of Default, in addition to any other remedies available to the Owner at law or in equity, the Owner shall be entitled to the following remedies: 
    • Without limiting any other rights or remedies hereunder, if an Event of Default occurs and Owner is the non-defaulting Party, Owner may, in its discretion: (i) withhold or suspend its obligations, under this Agreement, (ii) reclaim and repossess the Vehicle(s), (iii) terminate this Agreement, and (iv) send an invoice detailing all amounts owed by Member under this Agreement, which invoice shall be paid by Member within five (5) days of receipt. 
  • Member shall indemnify, defend and hold Owner harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder. No delay or failure by Owner in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and Owner shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.  All rights, privileges and elections or remedies of Owner are cumulative and not alternative to the extent permitted by law.
  1. Holdover. If Member shall retain the possession of the Parking Space(s) or any portion thereof without Owner’s consent following the expiration or sooner termination of this Agreement for any reason, then Member shall pay to Owner two hundred percent (200%) of the amount of the Fee in effect as of the date of expiration or termination.  Acceptance of the Fee by Owner following expiration or termination shall not constitute a renewal of this Agreement, and nothing contained in this Section 18 shall waive any of Owner’s other rights.
  2. Collection. In the event that Owner places the enforcement of this Agreement, or any part thereof, or the collection of any Fee due, or to become due hereunder, in the hands of an attorney, Member shall pay to Owner, upon demand, Owner’s reasonable attorneys’ fees and court costs.  In any action which Owner or Member brings to enforce its respective rights hereunder, the unsuccessful Party shall pay all costs incurred by the prevailing Party, including reasonable attorneys’ fees to be fixed by the court, and said costs and attorneys’ fees shall be a part of the judgment in said action.
  3. Government Moratorium; Surcharges. Owner shall not be liable to Member by reason of any moratorium, initiative, referendum, statute, regulation or other governmental action which could in any manner prevent or limit the parking rights of Member hereunder.  Member shall pay a prorata share of any governmental charges or surcharges or other monetary obligations imposed relative to parking rights with respect to the Premises.
  4. Entrances; Exits; Rules. Owner reserves the right to change the entrances, exits, and traffic lanes within the Premises.
  5. Restrictions; Regulations. Member shall obey the following rules:  (a) the Vehicle(s) must be parked entirely within the stall lines on the floor; (b) all directional signs and arrows must be observed; (c) the maximum speed limit shall be five (5) miles per hour; and (d) the Premises are for the sole purpose of parking vehicles.  Washing, waxing, cleaning or servicing of any vehicle by Member or Member’s agents or employees is prohibited.  Member agrees to comply with any other reasonable rules and regulations for parking and/or the Lounge (as defined below) as Owner may adopt from time to time for the orderly and proper operation of the Premises.
  6. Miscellaneous.
    • Entire Agreement. This Agreement constitutes the entire agreement between the Parties as to the subject matter of this Agreement, and supersedes any and all prior or contemporaneous proposals, negotiations, agreements, understandings, commitments and representations, oral or written, between the Parties.
    • Successors and Assigns; Assignment. This Agreement shall be binding upon and inure to the benefit of or be enforceable by the respective successors and assigns of the Parties.  Neither Party may assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, such consent not to be unreasonably withheld.
    • Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one (1) agreement.  To facilitate execution of this Agreement, the Parties may execute and exchange signatures by facsimile or by email, and such signatures shall be deemed to be an original for all purposes.
    • Expenses. Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement.
    • Amendment. No oral explanation or information by any Party hereto shall alter the meaning or interpretation of this Agreement.  This Agreement may be amended or modified only by a written instrument executed by both Parties.
    • Severability. A decision by any authority of competent jurisdiction that any provision of this Agreement is invalid or unenforceable shall not result in invalidation of the entire Agreement.  Instead, this Agreement shall be construed, if possible, in a manner to give effect by means of valid provisions to the intent of the Parties to the particular provision or provisions held to be invalid and, in any event, all other terms shall remain in full force and effect. 
    • Notice. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing (subject to Section 13 above) and shall be deemed to have been given upon (a) hand-delivery, (b) one (1) business day after being deposited with a reliable overnight courier service, with receipt acknowledgement requested, (c) receipt if transmitted by confirmed facsimile or email, or (d) three (3) business days after deposit in the United States mail, registered or certified mail, postage prepaid, return receipt requested, and, in each case, addressed as follows:
    • Governing Law. This Agreement shall be governed by the laws of the State of Texas, United States of America.
    • Promotional Images. The parties agree that their stored autos may be included in promotional material such as video or images or likenesses. The parties agree they may not receive compensation for the photos or video, and waive all rights to royalties and inspection or approval of promotional material.
  • Waiver. No failure or delay on the part of a Party to require the strict performance of any term of this Agreement or to exercise any right or remedy available on a breach shall constitute a waiver.  The consent to or waiver of any breach of failure hereunder shall not be construed as authorizing any subsequent or additional breach and shall not prevent subsequent enforcement of any breach.
  • Construction. The Parties acknowledge that each Party and, to the extent a Party deemed necessary, its counsel have participated in the negotiation and preparation of this Agreement.  This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing the Agreement to be drafted. 
  • Limitation of Owner’s Liability. Redress for any claim against Owner under this Agreement shall be limited to and enforceable only against and to the extent of Owner’s interest in the Premises.  The obligations of Owner under this Agreement are not intended to be and shall not be personally binding on, nor shall any resort be had to the private properties of, any of Owner’s directors, officers, partners, beneficiaries, members, stockholders, employees, or agents, and in no case shall Owner be liable to Member hereunder for any lost profits, damage to business, or any form of special, indirect or consequential damages.
  • Condition. Member accepts the condition of the Premises in its AS-IS condition.

 

In Witness Whereof, the parties hereto have executed this Agreement as of the date first set forth above.

 

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Signed by Jeff Pate
Signed On: April 22, 2022


Signature Certificate
Document name: Asylum - MultiCar Discount
lock iconUnique Document ID: f2bb07cc1a1ea8eb10778dfaffcb0a0c93e10fec
Timestamp Audit
April 22, 2022 4:11 pm CDTAsylum - MultiCar Discount Uploaded by Jeff Pate - [email protected] IP 96.8.177.119