Facility Use Agreement

Last Updated: 11/12/24

FACILITY USE AGREEMENT


This Facility Use Agreement (the “Agreement”) is entered into by and between Studio Violet LLC, a North Carolina limited liability company (“Studio”) and (the “Client”), whose name and address are outlined in the Confirmation Email for use of Studio’s facility located at 103 W. South Street (the “Facility”) and services in connection therewith which are specifically enumerated in this Agreement.

In consideration of the foregoing and the payments and other mutual promises set out below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Facility Use and Services


Studio hereby grants to the Client a limited and revocable license to use the Facility for Client’s Booking, subject to the terms hereof. 



Facility Use Fee

The Facility Use Fee (the “FUF”) includes any services provided by Studio hereunder and all items, equipment, and/or personal property rented to the Client.

Payment of the FUF shall be as follows:

Client will pay the FUF in full upon execution of this Agreement. If, on Client’s Booking date, the client extends their Booking for any reason, Client will be charged the hourly rate.
If the Client fails to pay the FUF or otherwise cancels the reservation for any reason, Studio may unilaterally terminate this Agreement, revoke the license granted herein, and keep any sums paid by the Client up to the date of termination as liquidated damages. The parties hereby agree that such amount is a fair and reasonable estimate of the total detriment and damages that Studio would suffer in the event the Client fails to make full and timely payment of the FUF or cancels the booking for any reason.



Cancellation & Rescheduling


If the Booking is cancelled by Client 24 hours or more before Booking start time, all fees will be fully refunded. Cancellation by Client less than 24 hours before Booking start time will result in forfeiture of the FUF.

If the Booking is cancelled more than 24 hours before the scheduled start time of Booking, the FUF can instead be applied to a new date, subject to Studio availability and at Studio’s discretion.



Credit Card Guarantee

The Client agrees to provide a valid credit number (and other customary information required to process a credit card transaction) to Studio upon execution of this Agreement. The Client hereby authorizes Studio to charge any fees, costs, expenses or charges incurred under this Agreement, or any other sums due hereunder, to the credit card Studio has on file for the Client in the event that repair, replacement, and/or excessive cleaning is required (in the sole discretion of Studio) after the Booking to return the Facility to such condition as it existed prior to the Booking.



Booking Capacity


The total number of guests in the space at one time during the booking will not exceed the capacity detailed on the Client’s Booking Confirmation (the “Total Booking Capacity” or “TBC”). The TBC includes all persons at the Booking, i.e., all guests, vendors, photographers, Company personnel, and any other persons present at the Booking. Studio reserves the right to refuse admission to the Facility to all persons in excess of the TBC. 



Use and Return of the Facility


Studio will make the Facility available to the Client on the Booking Date in conformance with the specifications set forth in the Confirmation Email. The Facility will be provided as-is. Studio makes no representations or warranties regarding the suitability of the Facility for the Client’s intended use. Studio makes no warranties (express, implied, or statutory) as to any matter whatsoever addressed in this Agreement, including the provision of services by Studio, the condition of the Facility, its merchantability, its capacity, its fitness for any particular purpose, or that it will meet the requirements of any laws, rules, specifications, or contracts. 

The Client will leave the Facility in the same or similar condition as it was delivered to the Client. Any outside materials brought to the Facility by the Client or any third party on the Client’s behalf must be removed by the end of the contracted Booking. If applicable, the Client will return all rented equipment and personal property in the same condition as it was provided to the Client. 



Damages


The Client shall be responsible for any damage caused to the Facility beyond ordinary wear and tear. If the Facility is not left in the same condition, the Client’s credit card on file will be charged a $250 cleaning fee, plus any additional applicable expenses. Any damage to the curtain wall will result in the Client’s credit card being charged for the cost of repair or cleaning.


The Client will also be responsible for all consequential damages that may result in Studio’s inability to operate.

The Client hereby authorizes Studio to charge the Client’s credit card on file for any and all amounts due under this section.



Prohibited Items

The following are prohibited at the Facility: (i) nails, staples, glues, screws, tacks, or the like on the walls, ceilings, or floors; (ii) holes in the walls, partitions, ceiling, or floors; (iii) painting of any signs, placards, or other advertising, banners, pennants, awnings, or the like; (iv) sparklers, fireworks, or pyrotechnics of any sort; (v) hazardous, poisonous, or flammable materials; (vi) open flames, grills, or heating elements of any kind, (vii) glitter, rice, confetti, silk flower petals, bird seed, or silly string; (viii) drugs and alcohol of any kind, including recreational marijuana; and (ix) smoking of any kind, including vaporizers.



Food & Beverage

Client may not cook on site but may bring pre-made outside food. Any deliveries and pickups must be scheduled during the Booking and must be made at designated access points only. 



Safety and Security


Any disorderly conduct during the Booking will be grounds for immediate termination of the Booking. Studio reserves the right, but assumes no duty or obligation, to take any necessary action, including termination of the Booking, to protect the safety and well-being of the Facility and all guests and personnel at the Booking. The Client will ensure that the Booking is operated in a safe and secure manner at all times. Children 18 years or younger must be supervised and accompanied by an adult at all times.

Studio reserves the right, but assumes no duty or obligation, to refuse admission to any person into the Facility or to eject any person from the Facility whom it believes, in its sole judgment, may cause disruption, disturbances, endanger life, or cause bodily injury or in any way affect the safety and security of the Facility, Studio’s employees, staff, personnel, or the Client's guests. The Client, on behalf of itself and its guests, hereby waives any and all claims for damages against Studio, its officers, agents, employees, and contractors, resulting from the exercise of this authority.

Studio is not responsible for the loss, theft, misuse, or damage of or to the personal or organizational property of the Client or the Client’s guests. Studio is hereby authorized to remove from the Facility, and to dispose of in any manner it deems advisable, any goods, equipment, or other property which remains in the Facility after the completion of the Booking. Studio will not be liable for any damage to or loss of any such property, and Studio, its agents, employees, and contractors are hereby expressly released from any and all claims for any such loss or damage.

The Client acknowledges that the Facility has video surveillance on the exterior and interior of the Facility and consents to the recording of the Booking for security purposes. The Client will not tamper with, cover, or remove any cameras located in or around the Facility.



Age of Models


Client is solely responsible for verifying that all photographic subjects are of legal age or accompanied by a parent or legal guardian. Studio has no responsibility to determine or verify the age of participants in the Booking activities, but reserves the right to demand proof of parental consent if models or photographic subjects are under the age of 18, and to end the Booking if Studio becomes aware that legal age violations are occurring. Studio is not liable in the case of an invalid identification or any other form of age verification.



Equipment Damage or Loss


The Client is responsible for all loss, damage, or destruction of Studio equipment or personal property provided for the Booking. The Client will be responsible for the replacement cost value or repair cost of the equipment. The Client will also compensate Studio for the loss of use of any equipment during the time it is being repaired or replaced. The Client is not responsible for loss or damage to equipment caused by Studio’s sole negligence or misconduct.



Media Capture & Media Share

If Client opts in to media capture, Studio reserves the right to make photographs, audio, and video recordings during the Booking at its option, to use in connection with Studio’s marketing, promotions, and portfolio. Such capture will be subject to Studio’s collection of proper rights and releases from those present at the Booking.


Independent Service Providers


The Client hereby agrees to indemnify, defend and hold harmless Studio, its affiliates, officers, directors, employees, contractors, agents, successors, and assigns, from any damages, actions, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) related to any damage or injury (including death) to any person or the Facility caused by any independent service provider hired or employed by the Client to provide services for the Booking, including any acts or omissions on the part of the Client, its officers, directors, employees, independent contractors, or agents.



Control of Facility – Not a Lease


This Agreement is not a lease. Nothing in this Agreement will be construed to entitle the Client to any right of possession or control of the Facility. Studio reserves the right to possess and manage the entire Facility and to enforce all necessary rules for the management of the Facility. Studio will have the right to enter the Facility grounds at any time for any reason. A representative of Studio may be at the Facility throughout the Booking.



Ingress and Egress


All portions of the entrances, passages, vestibules, halls, and all ways of access to public utilities on the Facility grounds will be kept unobstructed by the Client and will not be used for any purpose other than ingress or egress to, from, and within the Facility.


Indemnification


In addition to (and not in lieu of) the indemnification above, the Client agrees to indemnify, defend and hold harmless Studio, its affiliates, officers, directors, employees, agents, contractors, successors, and assigns, from and against any damages, actions, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) related to the Client’s actions or inactions under this Agreement and/or the Client’s use of the Facility, including any acts or omissions on the part of the Client, its officers, directors, employees, independent contractors, guests, or agents. The Client will immediately notify Studio of any instance giving rise to the foregoing indemnification including damage or injury of which it has knowledge in, to, or near the Facility, regardless of the cause of such damage or injury.

Client and anyone claiming through or under Client, by way of subrogation or otherwise, releases Studio and its affiliates, officers, directors, employees, agents, successors, and assigns from any and all liability or responsibility for any loss, claim, or damage to person or property, even if Studio was aware of such liability or such casualty was caused by the fault or negligence of Studio.



Permitted Use

The Client is authorized to use the Facility for the Booking and for no other purpose. The Client may not use the Facility in any manner that would render the insurance for the Facility void or which may result in increased insurance premiums for Studio. The Client is further restricted to the use of only such parts of the Facility as are described in the Booking Confirmation. The Client will not be granted access to any portion of the Facility not set forth in the Booking Confirmation.



Termination and Revocation of License

Studio shall have the right to immediately terminate this Agreement and revoke the Client’s license to use the Facility at any time prior to the Booking Date due to nonpayment of any FUF, Client’s other breach of this Agreement, or if Client intends to use the Facility for a purpose Studio finds inappropriate in its sole discretion.


Compliance with Laws, Policies, and Procedures

The Client will comply with all applicable city, state, and federal laws, including rules and regulations prescribed by the Aberdeen Fire Department, Aberdeen Building Department, Aberdeen Police Department, Aberdeen Health Department, and all rules and policies set forth by Studio as they pertain to the Facility. The Client will not use the Facility or any part thereof for any unlawful or immoral purpose or in any manner so as to injure person or property in, on, or near the Facility. The Client will obtain and maintain all necessary permits, licenses, and other forms of authorization necessary to use the Facility as permitted hereunder.



Representations


Each party represents and warrants that it has full and complete authority to enter into, execute, and perform this Agreement. Each individual signing on behalf of an entity represents and warrants that he/she has full and complete authority to enter into and execute this Agreement on behalf of that entity. Each party acknowledges that it has read and understands all the provisions of this Agreement, and that such provisions are reasonable and enforceable.



Alternate Date

In the event that Studio is unable to make the Property available to Client on the Booking Date, Client will have the option of choosing an alternate date to hold the Booking(“Alternate Booking Date”). If Client selects an Alternate Booking Date that is reasonably acceptable to Studio, then the Alternate Booking Date will replace the Booking Date for the purposes of this Agreement and this Agreement as modified will remain binding on both parties. If Client and Studio cannot agree on an Alternate Booking Date within 10 days of Company notifying Client of the unavailability of the Property, then Company will refund to Client the full amount of the Booking Fee. In neither case will Company be liable for any additional costs or damages suffered by Client arising out of a rescheduling or cancellation of the Booking pursuant to this section.



Entire Agreement & Choice of Law

This Agreement and the Booking Confirmation constitute the entire agreement between the parties regarding their subject matter, and supersede any prior understanding or representation, oral or written, regarding said subject matter. This Agreement may only be modified in a writing signed by both parties. The Client may not assign or transfer its rights or obligations under this Agreement without prior written consent of Studio. If any part of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, such provision will be limited so as to be valid and the remainder of this Agreement will continue in full force and effect. This Agreement will be governed by the laws of the State of North Carolina and the parties hereby submit to the exclusive jurisdiction of the courts located in Aberdeen, North Carolina. In the event of any dispute hereunder, Studio may recover its reasonable attorneys’ fees and costs. Notwithstanding which party drafted this Agreement, its interpretation will not be construed against either party. This Agreement may be executed in counterparts and digital copies, each of which will be an original and all of which will constitute a single instrument.

Maximum Damages

The sole remedy for any actions or claims shall be limited to a refund, the maximum amount not to exceed the total monies paid by Client under this Agreement.

Arbitration

Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Hoke County, North Carolina unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each Party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

Severability & No Waiver

In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.

Transfer

This Agreement cannot be transferred or assigned to any third party by either the Studio or Client without written consent of all Parties. 

Headings

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.