The following Liability Waiver (“Waiver”) to The Algiers (“Facility”) is intended to promote the positive and safe experience of everyone associated with The Algiers, including Management members, and guests.  Management considers these provisions (“Terms and Conditions”) to have the force of bylaws and intends to enforce them by sanctioning Members and guests who violate them and in certain cases, terminating violators’ access to the Premises.

This Agreement is made and entered into by and between the undersigned (“Guest”), and 99 Proof Office, LLC, d.b.a The Algiers Club,  a Texas limited liability company (“Management”) on the effective date as noted below.  The Member and Management are hereinafter collectively referred to as the “Parties.”  

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THE ALGIERS PURPOSE

1. PURPOSE. The Algiers is a private spirits club that features spirit samples, cocktails, special member programming and events, casual work-spaces and facilities for special events (“Special Events”). Of primary concern is the well-being of Members and fostering an atmosphere to standards established by Management that create fellowship, appreciation of spirits, and financial benefit through spirits investments.

 

PROVISIONS

1. RELEASE AND INDEMNIFICATION.  AS A CONDITION TO YOUR ACCEPTANCE AS A  MEMBER, YOU AGREE TO FULLY DEFEND, INDEMNIFY, AND HOLD THE ALGIERS AND ITS  MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY,  THE “THE ALGIERS PARTIES”) HARMLESS FROM ANY AND ALL CLAIMS, SUITS, ACTIONS,  DEMANDS, DAMAGES, EXPENSES, LOSSES, CAUSES OF ACTION, ATTACHMENT OF PROPERTY, OR  LIABILITY OF ANY KIND WHATSOEVER, AT COMMON LAW, STATUTORY OR OTHERWISE, INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS (COLLECTIVELY “CLAIMS”), ARISING  OUT OF, ASSOCIATED WITH, OR RESULTING FROM (A) THE USE OF THE FACILITY BY YOU OR YOUR  GUESTS, (B) THE ACTS OR OMISSIONS OF YOU OR YOUR GUESTS WHILE AT OR AFTER LEAVING  THE FACILITY, OR (C) THE BREACH BY YOU OR YOUR GUESTS OF ANY OF YOUR COVENANTS OR  AGREEMENTS UNDER THESE TERMS AND CONDITIONS OR THE RULES, EACH TO THE EXTENT THAT SUCH CLAIM RESULTS PARTIALLY OR WHOLLY FROM ANY ACT OR OMISSION OF YOU OR YOUR  GUESTS, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT ALLEGE THE NEGLIGENCE IN  WHOLE OR IN PART OF ANY OF THE ALGIERS PARTIES.

1. MISCELLANEOUS 

   1. The types of memberships available, applicable fees, suspension or expulsion of members and all other matters affecting or relating to the members or the membership shall be at the sole discretion and control of the Algiers. 

   2. The Guest acknowledges that there have been no promises, warranties or representations, express or implied, pertaining directly or indirectly to the membership which are not contained herein or in the membership  application. 

   3. In any dispute relating to non-payment of dues or charges for damage to the Facility or personal  property by Members or their guests, Members shall be responsible for any attorneys’ fees and/or costs incurred  by Management in enforcing its rights under these Terms and Conditions. 

   4. Any waiver by Management of any right or obligation hereunder shall be deemed a continuing waiver and no failure by Management to exercise, in whole or in part, any rights provided to Management hereunder shall prevent the later exercise of such right or any other right. No waiver by Management shall be effective unless such waiver is in writing and signed by Management. 

   5. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the remaining terms or provisions hereof, which remaining terms and provisions shall remain unmodified and in full force and effect. 

   6. The rights and obligations of the Parties arising out of membership, including the Terms and Conditions set forth herein, as amended from time to time, shall be governed by the laws of the State of Texas. 

   7. Management is not responsible for any personal property of Members or guests brought into or left on the  premises. 

   8. Members and their guests are expected to help foster an environment and culture at The Algiers  that is  reflective of personal integrity, honesty, goodwill, and respect.  

   9. Members and their guests will comply with the Code of Conduct and are expected to exercise proper judgment in this regard. 

   10. Management shall be the sole authority as to the interpretation of this Agreement.

 

EXHIBIT A: FACILITY AND FACILITY RULES

1. FACILITY AND FACILITY RULES. The Algiers shall establish policies concerning the operation of the Facility (the “Policies”) from time to time. The Policies and all changes thereto shall be  provided to the members and shall be made available in the Facility.  Members acknowledge and agree to adhere to the Policies and the direction of the management of the Facility at all times, and to ensure that a member's guests adhere to such Policies and directions at all times. Violation of the Policies or failure to follow the direction of the management of the Facility by  members or their guests may be grounds for immediate suspension or termination of all of a portion of membership privileges. 

   1. Hours. The Algiers hours will be posted on The Algiers website and may be subject to change. The Algiers may be closed for a specified period or for public holidays, cleaning, or maintenance, or any other reason Club Management deems to justify temporary closure, with notice to members whenever possible. Member access is open from 8am to 10pm and after hour access by management approval. 

   2. Access. The Algiers agrees to provide reasonable access to the Facility during the normal business hours of the Facility. From time to time, The Algiers may host internal events, private rentals, and other events in the Facility during and after the normal business hours of the Facility. All such events shall be communicated to the members in advance by email. The Algiers reserves the right to change the normal business hours of the facility from time to time and such changes shall be communicated to the members. 

   3. Reservations. Reservations for the Conference Room are strongly encouraged and will be issued at the discretion of Management. Only Members may make reservations. Reservations should not be canceled on less than 24 hours’ notice. Reservations may be forfeited if a Member is 15 minutes or more past the reserved time. Guest limits are subject to Management and space availability.  

   4. Children. Access to the Algiers is designated for Members and guests that are at least 21 years of age. Members’ children who are under 21 years of age, however, are permitted when accompanied by their parent Member. Children shall be deemed guests of their parent Member.  Members are responsible for the behavior of their children.  Persons under 21 years of age will not be permitted into The Algiers, except as follows: (a) by prior arrangement with Management, accompanied children may be permitted to attend previously arranged Special Events; or (b) when accompanied by their Member parent during designated weekends or special events. Management reserves the right to ask a Member with unruly or underaged children to vacate the premises.

   5. Pets. No animals are allowed in the Premises, except as allowed by law.

   6. Parking. All members must park in the designated parking areas. The Algiers is not liable for members parking.

 

EXHIBIT B: CODE OF CONDUCT

1. Decorum. Members and their guests are expected to foster an environment and culture at The Algiers that is  reflective of personal integrity, honesty, goodwill, and respect.

• Drunkenness: Moderate the usage of alcohol and refrain from disruptive behavior as a result of consuming  alcoholic beverages.

• Cleanliness: Assist in maintaining an environment that is clean, including returning glassware and bottles to their correct location behind the bar and discarding your trash. 

• NDA: All membership agreements include a non-disclosure agreement for maintaining the confidentiality of certain investments and product releases in which members participate.

• No Liability: All members and their guests waive liability related to The Algiers.

• Neighbors: In consideration of our neighbors, Members and guests should leave the premises quietly at all times.

• No Overnight: Members and guests are not permitted to stay overnight.

• No Sex: Sexual activity on the premises is prohibited.  

• After Hours: If members stay after The Algiers staff has left, Members are responsible for: Clean Up, Lock Up, Lights Off, Alarm On

2. Dress Code. The Algiers encourages a smart dress code and relies on its Members to ensure their guests remain stylish and well-turned, while visiting the Club. Any Member or their guests, who does not appear sufficiently well presented may be refused entry. Please note any decision regarding the suitability of a Member’s appearance will be at the discretion of Management.

3. Mobile Phone Usage. Mobile phone etiquette is extremely important to our Members. In the interest of respect of our Members’ experience, mobile phone usage in the main room is not permitted.

4. Permitted Use of Devices. Texting and the quiet use of apps on mobile phones are permitted in all areas of the Club at all times (except apps with voice or sound effects that may disturb other Members or guests). Computers and other non-telephone devices (such as tablets) may be used during the day in all areas except the Main Room, but must be put away by 6:00 pm, when Club social activity becomes our focus.

5. Cameras and Video Recording Devices. To protect our Member’s privacy, The Algiers has a no-photo policy on the premises. No cameras or video recording devices may be used by Members or guests while at The Algiers. 

6. News Media and Social Media. Except with respect to Special Events as noted below, The Algiers has a strict no-press policy for Members. Members will be held accountable if they disclose or identify any other Members or guests, who visit the Club to any media written communication, radio, television or online news media. This also includes social media platforms such as Facebook, Instagram, Twitter, LinkedIn, Snapchat, YouTube, Vimeo and on personal blogs. For clarification, this means no posting club-oriented images on social media.

7. Privacy Policy. Privacy is paramount at the Algiers. At no time will a member or guest approach another member or  guest for a photograph or autograph. Photos are not allowed inside the Algiers without prior  permission from Management. Social media regarding a Member or Member’s guest while in  connection with the Algiers is not permitted.

8. Consent to use Likeness. From time-to-time, Management-appointed staff and photographers/ videographers may be capturing photographically key events. Those who prefer anonymity should inform Management and exert best efforts to position away from the camera.  Management will put forth best efforts to respect privacy and to accommodate concerns. The Algiers has the right to film, video or photograph member events and/or activities for use in membership programming, promotions, public relations, and any other commercial/business purposes.

9. Special Events. Each special event host (“Host”), with the approval of Management, will have discretion to determine the privacy policies applicable within the confines of the Special Event venue. Members and guests attending a Special Event must receive Management permission before recording, photographing, videotaping, publicizing, mentioning the Special Event in news media (live, print, or digital), social media, and otherwise publicly identifying or describing the Special Event, the Host, or its attendees.

10. Guest Adherence to Policies. Each Member is responsible for ensuring that his or her guests are aware of this Code of Conduct and comply with all other Member rules and policies.

11. Alcohol. All alcohol available at The Algiers is purchased at retail or donated by Members, investment brands, or partner brands. While alcoholic beverages are available throughout The Algiers, Management expects all Members and their guests to moderate their usage and refrain from disruptive behavior as a result of their consumption of alcoholic beverages. We reserve the right to refuse alcoholic beverages to any Members or guests for any reason. Alcoholic beverage service at The Algiers will comply with all federal, state and local laws, rules and regulations, including minimum drinking age laws.  At no time will Member dues be used to purchase alcohol nor is alcohol the responsibility of the Club to provide to members. All alcohol consumed shall be at the Members and their guests’ own discretion, risk, and liability. In order to consume alcohol, a Member or guest must be twenty-one years of age or older.  Management reserves the right to request a government-issued photo identification of any Member or person prior to service or consumption of alcohol.

12. Smoking. Smoking is restricted to cigars and pipe tobacco and is permitted inside the Facility ONLY within the Cigar Room. Under certain circumstances, Management reserves the right to restrict smoking.  Cigarettes are not permitted inside or outside the Algiers property.

13. Guests. Each Member may bring up to three guests at any time into The Algiers.  Additional guests may be permitted as part of a reservation, as part of a booked private event, or as approved by Management in advance. On occasion, a circumstance may require limiting the number of guests, which shall be communicated to the Members. The number of times a particular guest may use the Facility during any one month may be limited.  Members shall ensure that their guests are aware of The Algiers Policies stated in this Agreement and are responsible for their compliance, including but not limited to the Code of Conduct. Members are responsible for any damage caused by their guests.  Upon entry to The Algiers, guests must register with Management or the kiosk.  Registration includes an NDA and Liability Waiver.  Members must be present with their guests at all times.  

14. The Algiers Staff. Management has carefully selected an experienced, high quality team of employees at The Algiers. Their primary focus is the comfort and the positive experience of Members and their guests.  Management expects Members to treat The Algiers staff with appropriate respect and dignity. Issues with any staff member may be brought to the attention of Management.  A Member may at no time employ a staff member of The Algiers without prior written permission from Management.

15. Non-Solicitation. Overt attempts by Members to solicit other members to purchase, invest, join other organizations or promote religious or political causes is highly discouraged. Distribution of any marketing materials within the Facility requires Management approval.  

16. Anti-Harassment Policy. Sexual harassment or unwanted sexual advances toward Members and/or staff by either sex will not be tolerated. Any Member who is disturbed by any of the conduct described above is urged to report such matters to Management.

17. Illegal Drugs. Illegal drugs are not permitted at the Facility at any time. Any Member found guilty of consuming or bringing illegal drugs onto the premises, or whose guest is found engaging in such acts, will be ejected from the premises, will be reported to the police and may have their membership terminated.

18. Gaming. Betting, wagering, or gaming that is not allowed by law shall not be allowed on the premises.