Superior Small Lodging of Florida
1.0 MEMBERSHIP EXPECTATIONS, RIGHTS AND OBLIGATIONS
- Dues. Dues are invoiced and due annually on the anniversary of the month joined.
- Generally. Member agrees to pay the annual fees established for its Membership Class, as may be amended from time to time in accordance with the Bylaws. SSLoF will automatically renew membership at the end of each Membership Term as authorized upon enrollment and bill the current dues to the designated billing source unless Member submits written notice of non-renewal.
- Inspection/Consultation. As a member in good standing in SSLoF, member properties must meet the association guidelines and pass the Property Review Program inspection with an overall 82% passing grade and a housekeeping score of 85%. The inspection is conducted by an independent, professional inspection company and insures that all Superior Small Lodging members meet standards of quality and cleanliness. If a member property receives a 100% score in the housekeeping portion, it will be awarded the SSL White Glove Award.
- Compliance with Policies.Member agrees to abide by, and shall have all applicable rights and obligations as set forth in, the Bylaws, Superior Small Lodging of Florida (SSLoF) Intellectual Property Rights Policy (the “IPR Policy”), and any and all additional policies and procedures adopted by SSLoF, as any of these may be amended from time to time in accordance, all of which are hereby incorporated by reference (the “SSLoF P&Ps”).
- Suspension and Termination. SSLoF shall have the right to suspend participation, or cancel the membership, of Member if it (i) fails to pay its annual fees on time, or (ii) violates any of the SSLoF Policies & Procedures (P&Ps) and fails to correct that breach within ten (10) days of notice from SSLoF or the SSLoF staff, or (iii) substantially, flagrantly or repeatedly violates any of the SSLoF P&Ps. No refunds of Membership fees or other payments will be given.
- Non-renewal.Members have the right to terminate membership in SSLoF at any time. A Member may cancel membership in SSLoF, in writing to the attention of the Executive Director. If Member cancels their membership before the end of a Membership Term for which Member has paid, the Member will not receive a refund of such membership nor any portion thereof. Due to the nature of the services provided by SSLoF (many of which are accessible immediately upon acceptance) it is understood that refunds cannot be issued. Member will remain liable for any other fees or charges to be paid pursuant to this Agreement or SSLoF. If Member has questions regarding billing for the Member Service, Member should promptly send notice of such, including all membership contact details, billing dates, transaction details and the credit card and/or debit card number that it was billed to the attention of the Executive Director.
- Dues. Dues are invoiced and due annually on the anniversary of the month joined.
- Authority to Execute Agreement.Member hereby represents, warrants and covenants to SSLoF that (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any agreement to which Member is a party or by which it is otherwise bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of Member, enforceable in accordance with its terms.
- No Other Licenses.By executing this Agreement, Member neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of SSLoF or another member.
- No Warranty.SSLoF and member each acknowledges that, except as otherwise agreed in writing, all services and information provided by or to SSLoF under this agreement is provided “as is” with no warranties or conditions whatsoever, whether express, implied, statutory or otherwise, and SSLoF and member each expressly disclaim any warranty of merchantability, noninfringement, and fitness for any particular purpose with respect to such services and information.
- Limitation of Liability.In no event will either SSLoF or Member be liable to each other or to any other member or third party under this agreement for the cost of procuring substitute goods or services, lost profits, lost revenue, lost sales, loss of use, loss of data or any incidental, consequential, direct, indirect, punitive, or special damages, whether or not such party had advance notice of the possibility of such losses or damages, except for Member’s dues commitment, or in cases of willful conduct or gross negligence, or where required by applicable law, the aggregate liability of SSLoF to Member and to other parties, and of Member to SSLoF, to other SSLoF Members, or to other parties, shall not exceed the past 12 months’ membership paid by the Member to SSLoF.
- Governing Law.This Agreement shall be construed and controlled by the laws of the State of Florida without reference to conflict of laws principles. If any claim or dispute between the parties is not resolved by good faith negotiations, any suits or proceedings pursued by either party shall be brought in the Federal or state courts located in Florida, to whose jurisdiction each party hereby submits.
- Complete Agreement; No Waiver.This Agreement, including all attachments, sets forth the entire understanding of SSLoF and Member and supersedes all prior agreements and understandings relating hereto, unless otherwise stated in this Agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
- Amendment.Member shall be given at least thirty (30) days prior written notice of the effective date of an amendment to this Agreement, including as a result of any changes to the SSLoF Bylaws or SSLoF P&Ps, which is adopted in accordance with the Bylaws and that directly and materially affects any of the rights or obligations applicable to Member hereunder (each of the foregoing, an “Amendment”). If Member does not agree to any such Amendment to this Agreement that was approved in accordance with the Bylaws, then Member shall provide written notice to SSLoF of such disagreement prior to the end of the 30-day notice period. If the parties are not able to reach a mutually acceptable accommodation (for example, the parties agree to a phase-in of the Amendment, SSLoF determines to withdraw, suspend or modify the Amendment, or SSLoF grants Member a waiver or variance), this Agreement and Member’s membership in SSLoF shall terminate automatically upon expiration of the 30-day notice period, unless Member elects to withdraw by written notice on an earlier date. Amendments shall be prospective only unless otherwise agreed to by the Member and SSLoF. No termination or withdrawal pursuant to this paragraph will entitle Member to a refund of Membership dues or other fees, all of which are nonrefundable.
- No Rule of Strict Construction.Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect.
- Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but collectively shall constitute one and the same instrument.
- Compliance with Laws.Anything contained in this Agreement to the contrary notwithstanding, the obligations of SSLoF and Member shall be subject to all laws, present and future, of any government having jurisdiction over SSLoF and Member including, without limitation, all export and re-export laws and regulations. It is the intention of SSLoF and Member that this Agreement and all referenced documents shall comply with all applicable laws and regulations.
- Headings.SSLoF and Member acknowledge that the headings to the sections hereof are for reference purposes only and shall not be used in the interpretation of this Agreement.
- Assignment.Member may not assign its rights or obligations under this Agreement without the prior written consent of SSLoF or as otherwise set forth in the Bylaws. For purposes of this Agreement, an assignment shall be deemed to include a transfer or sale of all or substantially all the business of Member, or a merger, consolidation or other transaction that results in a change in control of Member.
- Force Majeure.Neither SSLoF nor Member shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder due to strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
Logos and Names.You grant SSLoF the right to use your organization’s name and logo on the SSLoF website and on related marketing materials, solely to indicate your membership in SSLoF. As long as you remain a member in good standing, you may use SSLoF’s name and logo, in the format and with the notices provided or requested by SSLoF, solely to indicate your membership in SSLoF.