TERMS OF MEMBERSHIP
This Membership Agreement is made between the above listed person (“you”) and Gowanus Darkroom LLC (“Gowanus Darkroom” or “us”). By signing this Membership Agreement you agree to all the terms in this agreement and agree to follow all Gowanus Darkroom policies and rules.
Your membership permits you to use the Gowanus Darkroom premises, facilities, equipment and services. Your membership secures you no rights in Gowanus Darkroom and is not transferable by you. We may assign or transfer your membership in its sole discretion. It is your responsibility to notify us of any change in your address, email address, and/or phone number.
3. FINANCIAL POLICY & NOTICES
(a). Dues & Fees: You agree to pay the dues and fees described above. If you are under 18 you must have an adult authorize payment by cosigning below. By signing this Membership Agreement we immediately earn the initiation fees and first month’s dues, including any and all paid or unpaid portions that are owed. These fees and any prepaid monthly dues are not refundable except as stated in Section 6 of this agreement. Whether or not you use the facilities you must still pay your monthly dues and non-use of the facility is not a basis for refund of dues. You agree to pay us any fees incurred by us for any returned check, or other non-payments, such as for insufficient funds, closed account, frozen or declined credit or similar circumstances. Payment of all monthly membership dues is due prior to the 1st of the effective membership month. All charges incurred during an effective membership month are due by the 15th of the subsequent month.
(b). Charges & Taxes: If you or your guests incur any charges for goods or services, including, without limitation, supplies, classes, lighting studio use, digital printing, or similar goods or services, you agree to pay for them according to our rates and practices then in effect. We have the right to add to your fees and/or your monthly dues any tax or charge required by law.
(c). Automatic Monthly Deductions: At any time, you can change the method of payment you have designated for automatic monthly deductions by contacting us via phone or email, or by updating your information in person at Gowanus Darkroom. Please allow up to 5 days from the day we receive your request for the change to take effect. If there is an error in an amount billed under this Membership Agreement, you must notify us within 30 days after the date the charge was made, or we will not be obligated to recredit your account.
(d). Automatic Monthly Payment Failure: If we are unable to process an automatic monthly charge for any reason, your membership privileges will be immediately suspended. You will have 30 days from the date we are unable to process the monthly charge to reinstate your membership privileges by providing a valid payment method. Upon reinstatement, all your past due amounts, including any fees incurred by us as described in Section 3(a), will be charged using the newly authorized payment method. If you do not provide a valid payment method within the 30 days, your membership will be terminated “for cause” by us and the terms of the “Termination for Cause by Gowanus Darkroom” paragraph in Section 6 will apply; you will not receive a refund of any initiation fees or monthly dues.
(e). Delivery of Notices: You agree to electronic delivery of eligible notices and records relating to this Membership Agreement and to your membership (collectively, "Notices"). Notices eligible for electronic delivery include notices regarding dues increases, electronic payment amounts, payment processing refusal, service changes, renewal, and similar notices relating to this Membership Agreement and your membership. We will deliver Notices electronically to you by emailing them to the email address you have provided to us in this Membership Agreement and you agree to keep that email address active and/or to update it as necessary. With respect to communications regarding any amounts you owe, you also agree that we may contact you on any phone number that you provide to us and that such contact may be by telephone (including autodialed calls), pre-recorded or artificial message, text message or other means. You may change your primary e-mail address, phone number, or other contact information by contacting us via phone, email, or in person at Gowanus Darkroom.
(f). Marketing Communications. From time to time we may offer you special offers by direct mail, email, telephone and other methods as permitted by law.
4. FACILITIES AND SERVICES
(a). Description of Services and Hours of Access: Not all facilities, equipment, or services are open or available 24 hours a day and we may alter the hours of operation. Your membership with Gowanus Darkroom includes access to equipment, facilities, or services during applicable hours of operation. Your membership agreement does not include supplies, lighting studio use, or digital printing, which goods or services are subject to additional charges. We also provide a number of classes some of which are optional services and may require payment of a fee. Other optional services that may require additional fees include, but are not limited to, gallery participation, lighting studio use, class fees, guest privileges, storage lockers, or other storage of personal equipment and we reserve the right to charge additional fees for such optional goods or services. From time to time we may hold special events to which attendance may be limited and/or subject to additional fees.
(b). Changes to Equipment or Classes: We reserve the right at any time to make reasonable changes to the type or quantity of equipment and classes offered, to alter the times of classes, and to amend the cost of, add, modify and/or eliminate any program, facility, activity, class or service in our reasonable discretion. Equipment and classes are available subject to demand. Any of the facilities or services, including but not limited to equipment, classes, lighting studio, and digital printing may have limited hours or may be discontinued altogether at any time and may be offered on a "first come first serve basis."
(c). Temporary Closures: We may periodically close our facilities, or portions of our facilities, on a temporary basis for maintenance, selected holidays, and other hours based on municipal requirements or other business reasons and such temporary closures will have no effect on this agreement so long as such temporary closures are reasonable. If Gowanus Darkroom is forced to close for 30 days or less by events or occurrences beyond our control, such as, by way of example, natural disasters, riots or unrest, or action by any lawful authority (“Unforeseen Events”), you will not be entitled to a refund, dues credit or to terminate your membership. However, if Unforeseen Events force Gowanus Darkroom to close for more than 30 consecutive days, then we will extend your membership, without dues, for the same period Gowanus Darkroom was closed or completely unavailable. If Gowanus Darkroom closes for more than 16 consecutive days for any reason not caused by Unforeseen Events, we will extend the term of your membership, without dues, for any days beyond 16. Your obligations if Gowanus Darkroom permanently closes or moves are explained in Section 6. If Gowanus Darkroom closes because it is sold, we may assign your membership to the new owner.
(a). Liability for Personal Property: We are not liable to you or your guests for any personal property that is damaged, lost, or stolen while on or around our premises including, but not limited to, any property stored on the premises. If you or your guest cause any damage to Gowanus Darkroom facilities or equipment, you are liable to us for its cost of repair or replacement.
(b). Entire Agreement: You acknowledge that neither us, nor anyone else, made any representations or promises upon which you relied that are not stated in this agreement. Handwritten changes to this agreement are not valid. This document contains the entire agreement and understanding between you and Gowanus Darkroom and supersedes and excludes all previous agreements, understandings, representations and related discussions or communications between you and Gowanus Darkroom.
(c). No Waiver: No failure or delay of Gowanus Darkroom to enforce or to exercise any right, power, or remedy provided by law or under this Membership Agreement shall constitute a waiver of such right, power, or remedy or any other right, power, or remedy. No single or partial exercise of any such right, power, or remedy shall preclude or impair any other or further exercise thereof or the exercise of any other right, power, or remedy provided by law or under this Membership Agreement. For the avoidance of doubt, no waiver of any such right, power, or remedy or any other right, power, or remedy, shall be effective unless it is expressly stated to be a waiver and communicated to you in writing by an authorized representative of Gowanus Darkroom.
6. CANCELLATION - TERMINATION – REFUNDS
(a). Termination of Membership Agreement: You may terminate this Membership Agreement by providing written notice to us at: 119 8th St. Suite 212, Brooklyn, NY 11215, or via email at firstname.lastname@example.org by the 15th of the month preceding the month you would like to terminate your membership. This agreement will terminate on the 1st of the subsequent month. Initiation fees and first month's dues are nonrefundable except as specifically stated otherwise in this agreement.
(b). Termination for Cause by Gowanus Darkroom: We may terminate your membership if (i) you fail to complete all signature lines in this agreement, (ii) you fail to make timely payment of any fees or charges, (iii) any monthly payments or dues are late, (iv) the automatic monthly payments or dues are interrupted or discontinued for any reason and you or your cosigner do not provide an acceptable alternative, (v) you fail to follow any of Gowanus Darkroom’s policies or rules or violate any part of this agreement, or (vi) your conduct is improper or harmful to the best interest of us or our patrons. Termination is effective on the date we mail a written notice to your last known address. You are liable for all financial obligations until that date.
(c). Termination Without Cause by Gowanus Darkroom: We reserve the right to terminate your membership for any reason not stated above and not prohibited by law. If we do so, we will mail a written termination notice to your last known address and refund any unused prepaid dues prorated based on the date of mailing of the notice.
(d). Termination Based on Closure of Gowanus Darkroom: If Gowanus Darkroom permanently closes, we will terminate this agreement on the date of closing. As of the date of closing you will not have to pay further monthly dues and we will refund any unused prepaid dues prorated based on the date of closing.
(e). Effect of Termination & Financial Obligation: Upon cancellation or termination, your right to use Gowanus Darkroom facilities ends and we can deny you access to our facilities. If, when your membership ends, you owe money to us, we will deduct the amount owed from any refund you might be entitled to. If after this deduction there remains a debt owed to us, you remain responsible for the balance of such money owed. If you terminate this agreement and later want to rejoin, you must enter into a new Membership Agreement at the then current rate.
7. APPLICABLE LAW
This Agreement is governed by the laws of the State of New York, excluding New York’s choice of law rules. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS MEMBERSHIP AGREEMENT WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF KINGS COUNTY, NEW YORK, USA, AND THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
8. LIMITATION OF LIABILITY
Unless otherwise prohibited by law, you may not recover from us, in contract or tort, under statute or otherwise, any consequential, incidental, indirect, punitive or special damages in connection with claims arising out of this Membership Agreement or otherwise relating to your use of Gowanus Darkroom facilities or services including any amount for loss of profit, property, data, or goodwill, whether or not the likelihood of such loss or damage was contemplated.
If and to the extent that any of the terms and conditions of this Membership Agreement shall be determined to be invalid, unlawful, or unenforceable, such term or condition shall to that extent be severed from the remaining terms and conditions which shall continue to be valid to the fullest extent permitted by law.
10. RELEASE OF LIABILITY AND ASSUMPTION OF RISK
Use of the Gowanus Darkroom facilities, services, equipment, or activities involves the risk of injury to you or your guests, whether you or someone else causes it. Specific risks vary from one activity to another and the risks range from minor injuries to major injuries, such as catastrophic injuries including death. In consideration of your acceptance of the benefits under this agreement, you understand and voluntarily accept this risk and agree that Gowanus Darkroom, its officers, directors, employees, volunteers, agents and independent contractors will not be liable for any injury, including, without limitation, personal, bodily, or mental injury, economic loss or any damage to you, your spouse, guests, unborn child, or relatives resulting from the negligence of Gowanus Darkroom or anyone on Gowanus Darkroom’s behalf or anyone else whether related to use of the Gowanus Darkroom facilities or not. You agree to indemnify, defend, and hold harmless Gowanus Darkroom against any and all liabilities, damages, defense costs, including attorneys’ fees, or from any other costs incurred in connection with claims for bodily injury, wrongful death, or property damage caused by your negligence or other wrongful acts or omissions. You further agree to hold harmless, defend and indemnify Gowanus Darkroom from all liability, damages, defense costs, including attorneys’ fees, or from any other costs incurred in connection with claims for bodily injury, wrongful death, or property damage brought by you, your guests, or minor children, even if Gowanus Darkroom was negligent. Further, you understand and acknowledge that Gowanus Darkroom does not manufacture any equipment at its facilities, but purchases and/or leases equipment. You understand and acknowledge that Gowanus Darkroom is providing recreational services and may not be held liable for defective products.