1. Term. The term of this Agreement will commence on the date that TDH notifies Client (via email) that its right to services has been activated ("Activation Date") and continue through the end of the eleventh (11th) full month after the end of the first month (e., if the Activation Date was January 20, 2022, the term would end December 31, 2022).  This Agreement will automatically renew for additional one (1) year terms, unless Client gives TDH written notice, at least thirty (30) days prior to the end of the then-current term, of Client's intention not to renew.
2. Access Cards; Security of Premises. At the request of the Client, the Client will be provided with one (1) access card for a one-time charge of twenty-five dollars ($25.00) that is keyed to Client's account and will allow Client to access the Premises during regular business hours. The replacement charge for access cards is fifty dollars ($50.00) per replacement card.  Client understands that, for the security of TDH and its Clients, the entire Premises is under continuous high-definition video surveillance. Safekeeping and securing of Client’s card shall be solely the obligation of Client and Client shall be strictly liable for all activities and liabilities arising from use of any card issued to Client.
3. Payment of Fees; Charges. In accordance with the Fee Schedule, monthly service fees ("Fees") will be payable, in advance, on the first day of each month.  Fees for the first month will be pro-rated, based on the Activation Date and will be payable within five (5) days after the notice of the Activation Date. If Member provides credit card information, the first month's Fees will be charged on the Activation Date and then on the first day of each month thereafter, unless Member and TDH make other arrangements. A late charge of twenty-five dollars ($25.00) will be assessed for Fees received after the fifth (5th) day of the month and a charge of fifty dollars ($50.00) will be assessed for each returned check.  Charges for initial and/or replacement access cards are due upon receipt of the card.  Any other charges will be payable thirty (30) days after the date of invoice or as otherwise determined by TDH. Following the first anniversary of the Activation Date, TDH reserves the right to adjust Fees, the Fee Schedule, late charges, access card replacement fees, and returned check fees.
4. TDH Rules and Policies. Member agrees to abide by TDH Rules and Policies, as described on Attachment I hereto, as revised or amended from time to time at TDH’s sole discretion.
5. Storage Units. In accordance with the Fee Schedule and upon the Activation Date, Client will be assigned one or more storage units ("Units") on TDH premises ("Premises") for the sole purpose of storing wine, or other legal beverages, owned solely by Client. TDH may re-assign Client's Units from time to time upon reasonable notice to Client.  Client agrees that Client does not have rights to use any particular Unit on the Premises.

• Use. Client acknowledges that use of the Unit is limited to storage of beverages approved for consumption under federal law. Client agrees not to store contraband, cannabis products, collectibles, heirlooms, jewelry, works of art, or any property other than wine and legal beverages in Units. Client agrees not to store, use, or bring materials on or into the Premises or Units that are classified as hazardous or toxic under any law or regulation, and from engaging in any activity on the Premises that produces, or may produce, such materials.  Client further agrees that neither the property stored in the Units, nor the manner of storage, will be allowed to constitute a fire hazard or nuisance, nor to constitute a violation of any law or ordinance.  Property stored in the Units is stored under the sole supervision and control of the Client, and TDH exercises neither care, custody, nor control over property stored by Client.  Client agrees that TDH will not be concerned with the kind, quality, condition, or value of any property stored by Client and that nothing contained in this Agreement will constitute any agreement or admission by TDH that Client's stored property has any value whatsoever.
• Condition of Units. After the Activation Date, Client agrees to immediately notify TDH of any defect in the Units.  If Client does not notify TDH of any defect within five (5) days after the Activation Date, Client will be deemed to accept the Units as being in good condition and repair.  Client agrees to keep the Units in good condition and will pay TDH for repairs necessary due to Client's acts or negligent omissions.  Client will not use the electric light, if provided, for any use other than as a light fixture.  Client will not build or attach anything to the Units.
• Restriction on Third Party Use. Client may not assign the rights to its Units, in whole or in part, nor allow any other Person to store wine or other beverages in Client's units, without the prior written consent of TDH, which such consent may be withheld in TDH’s sole and absolute discretion.
• Right to Inspect. TDH personnel may enter the Units upon forty-eight (48) hours prior notice (via phone or email) to Client or without prior notice whenever TDH personnel reasonably believe that any hazardous condition or nuisance has been created, or is occurring in the Units, or for repairs to the interior or door, or inspections by governmental entities or their representatives.  In the event any materials or conditions are discovered that are hazardous, constitute a nuisance, or otherwise violate the terms of this Agreement, TDH may immediately arrange for their removal and disposal at Client's expense.
• Security of Units. Client agrees to be solely responsible for providing locks to secure Units that Client, in its sole discretion, deems adequate to secure access to Units.  In the event such locks are rendered ineffectual for their intended purpose from any cause, or the Units become unsecure for any reason, TDH may, but is not obligated to, take whatever measures TDH personnel deem reasonable to re-secure the Units, with or without notice to Client.  Any such re-securing of Units will not alter the limitations on Client's liability as set forth elsewhere in this Agreement, nor will such measures be deemed a conversion of Client's stored property.  Client is also solely responsible for any access to the space achieved by others, subject to all of the terms and limitation of this Agreement, whether or not such access is achieved as a result of Client's intent.  Client will provide TDH duplicate keys, combinations, passcodes, or the like to TDH prior to securing any Unit.  Client authorizes TDH to remove or disable any security device if Client fails to comply with this Section 4.5.
• Insurance. Client, at Client's sole expense, will maintain an insurance policy that includes fire, extended coverage endorsement, burglary, vandalism, and malicious mischief insurance for the actual cash value of the stored property.  Insurance on Client's stored property is a material condition of this Agreement and is for the benefit of both Client and TDH. Failure to carry the required insurance is a breach of this Agreement, and Client assumes all risk of loss to stored property that would be covered by such insurance or otherwise.  Client expressly agrees that the carrier of such insurance will not be subrogated to any claim of Client against TDH, its owners, agents, or employees.

1. Social Area Privileges. TDH services to Client will include limited privileges to access, use and enjoy one or more Social Areas on the Premises, as defined by TDH management. In exercising Client’s privileges for use and enjoyment of social areas, Client agrees to abide by all Rules and Policies of TDH as well as any additional conditions of use imposed by TDH management, in its sole discretion. All use of Social Areas on the Premises shall be at Client’s sole risk and responsibility. Client acknowledges that violation of Rules and Policies or conditions of use for TDH Premises, including its common areas, will be deemed a material default of this Agreement and Lease and will invoke TDH’s right to terminate this Agreement, or otherwise limit Client’s use of designated Social
   Client privileges to access, use and enjoy Social Areas shall not include access to areas of the Premises reserved for TDH’s exclusive use.
2. Termination. This Agreement will be binding for one year from the date of signing.  After the first anniversary of this Agreement, either Party may terminate this Agreement on sixty (60) days prior written notice to the other Party of intention to terminate.  In addition, TDH may terminate this Agreement for cause by giving Client three (3) days written notice if Client breaches any term of this Agreement, breaks any of the then-current TDH Rules and Policies. Upon termination, Client will have a period of fifteen (15) days to empty and broom clean the Unit(s). Any Client property left behind will be deemed abandoned and may be disposed of in any manner deemed suitable by TDH or as Washington law may direct. Client will pay any costs related to disposal of such property. Client acknowledges that Washington law prohibits the sale or donation of alcoholic beverages abandoned by Client.
3. Unpaid Rent / Charges. When any part of the rent or other charges due from a Client remains unpaid for thirty (30) consecutive days, TDH may deny Client access to the Unit and Premises and terminate Client’s use of the Unit(s) and Premises by sending notice to Client's last known address by first-class mail, postage prepaid, or electronic mail [email] address. For the purpose of this provision, Client expressly agrees that notice may be sent by electronic mail (email). Notice from TDH will include:

• An itemized statement showing the sums due at the time of the notice and the date when the sums become due.
• A statement that the Client's right to use the Unit(s) and Premises will terminate on a specified date (not less than fourteen days after the notice is sent) unless all sums due and to become due by that date are paid by the Client prior to the specified date.
• A notice that the occupant may be denied or continue to be denied, as the case may be, access to the Premises after the termination date if the sums are not paid, and that an owner's lien, as provided for in RCW 19.150.020 may be imposed thereafter.

The above Notice will be sent from the TDH email address, info@thedraymanhouse.com. Client agrees to modify Client’s email settings to allow electronic mail [email] from said TDH address.

1. Indemnification. Client will indemnify, hold harmless, and defend TDH, its owners, agents, or employees from all claims, demands, actions, or causes action whatsoever, that are hereafter brought or made by others arising out of or related in any way to Client's use of the Premises or the Units, including claims based upon the negligence of TDH, its owners, agents, or employees.  This obligation specifically extends to any actions, orders, penalties, or enforcement procedures made or brought by any governmental agency in connection with any materials or property stored in Client's Units.
2. Release of Liability. TDH, its owners, agents, or employees will not be liable to Client for any damage to, or loss of, any property while located on the Premises, including in the Units, form any cause whatsoever, including, but not limited to, burglary, fire, water damage, mysterious disappearance, rodents or insects, acts of God, failure of the refrigeration system, temperature variation, humidity or lack thereof, or the active or passive acts or omissions, or gross negligence of TDH, its owners, agents, or employees.  TDH, its owners, agents, or employees will not be liable to Client for injury or death suffered by any person, including Client's guests or invitees, occurring in or about the Premises or the Units, or arising out of Client's use of the Premises or Units, from any cause whatsoever.  Furthermore, no bailment or deposit of goods for safekeeping is intended or created hereunder.
3. Client Acknowledgments. Client acknowledges and agrees that TDH storage services are limited to services described in this Agreement and the TDH Rules and Policies for Client’s personal storage of beverages.  Client warrants that all use of TDH facilities pursuant to the Agreement is for Client’s personal storage and personal consumption of Client beverages. Client acknowledges that the Washington State Liquor and Cannabis Board (WSLCB) governs the importation of alcoholic beverages into Washington State from foreign for personal or household use per RCW 66.12.110, RCW 66.12.120, and chapter 314-68 WAC, and agrees that all responsibility shall remain with Client to report, pay WSLCB taxes and/or fees, or otherwise abide by Washington law when exercising Client’s rights under this Agreement.
4. Notice. All notices required to be given in writing by this Agreement, will be given either via email, hand delivery, private courier, or by first class mail to the addresses of the Parties as set forth herein, or as changed by written notice, given in the same manner.  All notices will be deemed given on the date sent.  Client will immediately give TDH written notice of any change of address. TDH will not be presumed to have received notice of any change of address unless given in accordance with this paragraph.  Notices not required to be in writing by this Agreement may be given in any manner reasonably calculated to result in receipt thereof by the Party to be notified.
5. Governing Law. This Agreement will be construed and interpreted in accordance with and governed by the laws of the State of Washington, exclusive of its provisions relating to conflicts of laws.
6. Dispute Resolution. Client and TDH agree that any dispute or claim that arises out of or that relates to this Agreement, or to the interpretation or breach thereof, will first be attempted through the use of mediation. In the event said dispute cannot be resolved through mediation, Client and TDH agree that said dispute will be resolved by arbitration entered between TDH and Client in accordance with the then-in effect rules and procedures of JAMS ADR Services and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof.
7. Entire Agreement. This Agreement constitutes the complete and final agreement between TDH and Client and supersedes and will be substituted for all prior and/or contemporaneous agreements, whether written or oral with respect to subject matter of this Agreement.  The Attachment referred to in, and attached to, this Agreement is incorporated in this Agreement by this reference.
8. Amendment. No amendment to this Agreement will be effective unless it is set forth in writing and executed by both Parties.
9. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
10. No Waiver. The failure of either Party to require the performance of any term of this Agreement, or the waiver by either party of any breach of this Agreement, will not prevent a subsequent enforcement of such term or be deemed a waiver of any subsequent breach.
11. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned or delegated by Client without the prior written consent of TDH, which consent may be withheld in TDH’s sole and absolute discretion.  Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the Parties, their heirs, executors, successors, and assigns.

• Clients and their guests and/or invitees are required to maintain appropriate attire, remaining fully clothed, at all times while on the TDH Premises. In addition, Clients, and their guests and/or invitees are required to adhere to the same standards regarding decency and behavior as required by law in public places in accordance with Washington law.
• Clients are responsible for their actions and the actions of their guests and/or invitees, as well as for their guests' and/or invitees' safety, at all times while on the Premises.
• Clients have privileges to use and enjoy designated Social Areas of the Premises in accordance with these Rules and Policies and any terms or conditions imposed by TDH management. TDH reserves the right to close the Social Areas at any time without prior notice, however, every attempt will be made to give Clients at least forty-eight (48) hours prior notice. Social Areas include:
• Members’ Lounge
• Reception Lounge
• Sensory Room
• Conference Room
• Community Room
• The TDH Members’ Lounge and Reception Area / Lounge are available to Clients and up to 5 guests and/or invitees daily between 8am and midnight. To enhance Clients’ safety and enjoyment of the Premises TDH reserves the right to limit the number of guests and/or invitees that a Client may bring into TDH. At the discretion of TDH management, Clients may reserve the TDH Members’ Lounge for private meetings or functions.

For a fee and by reservation only, the TDH Sensory Room, Conference Room and Community Room are available for private meetings or functions. TDH management requires a minimum of twenty-four (24) hour’s notice of Client’s request for access.

• Minors under the age of twenty-one (21) may not enter the Premises.
• Clients are required to clean up after themselves and their guests and/or invitees.
• Smoking is not allowed at any time on the Premises or in Units.
• Please be courteous to other Clients and their guests or invitees – maintain appropriate volume levels (whether television, stereo, or conversation).
• Please notify TDH management immediately of any issues regarding TDH.
• Clients are required to comply, and to ensure that their guests and/or invitees comply with all Washington State Liquor and Cannabis rules and regulations.
• Any consumption of Client beverages shall be limited to the interior of the Premises.
• Any delivery arranged by client from outside the State of Washington must be at Client’s request and managed by the winery of source. TDH cannot manage wine shipments from out of State.

Additional Services / Costs are available upon request as follows:

• Key Cards (if requested): $25
• Locker Loading/Unloading: $1/bottle
• Receiving Wine Shipments: Free
• Holding received wine shipments for more than 7 days: $10/box per week
• Additional Sommelier time: $50/hour
• Facility Rental: See TDH Management