EDISON HOUSE MEMBERSHIP TERMS AND CONDITIONS

THIS MEMBERSHIP TERMS AND CONDITIONS (“Agreement”) is entered into by and between Edison House, LLC, a Utah limited liability company (“Club Operator”), and all persons who are entering into membership at Club Operator (“Member”) (each, individually, a “Party” and collectively, the “Parties”)

PURPOSE AND INTENT

Club Operator owns, operates, and manages certain real property and facilities known as Edison House (“Club”) located in Salt Lake City, Utah. The facilities of the Club presently consist of a restaurant; four bar areas; general lounge space; live entertainment venue; a rooftop lounge; a swimming pool; fitness center; and locker rooms (collectively, “Club Facilities”).

Member wishes to acquire a non-exclusive license to use all or a portion of the Club Facilities as a member of the Club, upon approval and granting of Membership by Club Operator and payment of such membership fees as Club Operator may establish from time to time.  Such license shall be subject to the terms and conditions set forth in this Agreement, the Member’s Application for Membership (“Application”), and the Edison House Member Guidebook as in effect from time to time (“Member Guidebook”).

For and in consideration of the following conditions (1) Club Operator at its full discretion offers Membership to, and (2) Member’s acceptance of said Membership, and (3) Member’s payment to Club Operator of an onboarding fee in further consideration of the mutual covenants set forth in this Agreement, Membership will be granted to Member on the following terms and conditions:

TERMS AND CONDITIONS

Class of Membership. Club Operator hereby grants to Member a Membership, constituting a license to use all or a portion of the Club Facilities in accordance with the privileges of such class of membership as set forth in the Member Guidebook.

Term of Membership. The membership shall commence on the later of the date in which (a) Member pays their onboarding fee and Club Operator approves and accepts Member’s Application or (b) Member pays their onboarding fee and Club Operator approves; and accepts Member’s Application; and the club opens for business. Memberhsip as set forth below, shall continue in effect until terminated as provided in this Agreement and/or Member Guidebook. Memberships are annual commitments, unless otherwise revoked or ended by Club Operator, and are in effect for one year from the commencement date and are automatically renewed for the upcoming year unless Member notifies Club Operator of a desire to cancel prior to the renewal.

Membership Fees. Member acknowledges and agrees to pay a non-refundable onboarding fee. And that the amount for the onboarding fee is specified by the member’s membership type at the time of onboarding. The onboarding fee is non-refundable and not associated with the term of Membership, and is non-refundable in all situations including if Edison House shuts down, ceases any or all operations, stops its membership program, or any other disruption to the rights of membership. Edison House retains the right to change membership fee rates before or between renewal periods. Any membership fee rate changes will be communicated to members via email in advance of membership renewal.
Member understands that the membership is subject to payment of the onboarding fee set forth above, periodic dues and such other fees and charges as Club Operator may establish pursuant to the Member Guidebook (collectively, “Membership Fees”), all of which are subject to change from time to time. Member understands that Member’s authorized users and guests may settle payments directly with Club Operator while on premise. If Member’s authorized users and guests do not settle payment directly with Club Operator prior to their departure from the Club Facilities, Member agrees to be responsible for all charges incurred by Member’s authorized users and guests in their use of the Club Facilities.

Bound by Club Documents. Member acknowledges and agrees to be bound by and comply fully with the terms and provisions of the Member Guidebook, as they may be amended, and to be responsible for compliance by Member’s guests and invitees. Changes that may or may not occur include changes to Club Facilities hours of operation, member offerings, prices, member perks, and all other aspects of the Club Operators offerings. The Member Guidebook is subject to changes and revisions, the rules and regulations therewithin become effective immediately. Changes to the Member Guidebook may or may not be communicated overtly to Member and therefore Member must request an updated version if so desired to know all terms of membership.

Assumption of Risks and Indemnification.

(a)        In consideration of the membership and as a condition of using the Club Facilities, Member agrees to all risks associated with the use of the Club Facilities and agrees to release and indemnify Club Operator from and against any and all losses, expenses, liens, claims, demands and causes of action of every kind and character for death, personal injury, property damage or any other liability, damages, fines or penalties, including, without limitation, costs, attorney’s fees and settlements, whether or not based on the acts or omissions of Club Operator, resulting from, arising out of or in any way connected with the use of the Club Facilities by Member, Member’s family members, guests, approved designees, and their family members and guests.  As used in this paragraph, “Club Operator” shall include Edison House, LLC, a Utah limited liability company, Lola Holdings LLC, a Utah limited liability company, and Bubba Holdings LLC, a Utah limited liability company, their respective directors, officers, shareholders, partners, members, agents, related companies, affiliates, predecessors, successors, assigns and employees, and all persons, corporations, partnerships and other entities with which they are or may in the future become affiliated.  This paragraph shall survive the termination of this Agreement and Member’s membership in the Club with respect to any property damage, personal injury or death occurring prior to such termination.

(b)        Member, as a condition of the membership, and each of Member’s authorized users and guests, as a condition of invitation to use the Club Facilities, assume sole responsibility for their personal property.  Member acknowledges and understands that Club Operator shall not be responsible for any loss or damage to any personal property which Member, Member’s family members, guests, approved designees, or their family members or guests may use or store on the Club premises, whether in lockers or elsewhere.  Member also acknowledges and understands that Member shall be liable for any property damage or personal injury at the Club, or at any activity or function operated, organized, arranged, or sponsored by the Club, which Member, Member’s family members, guests, approved designees, or their family members or guests may cause.  If Member arranges or sponsors any activity or function on the Club premises, Member shall be responsible for any such damage or injury even if such damage or injury was not caused by Member.  Member agrees that Club Operator may charge the cost of any such damage to Member’s Club account.Use of Personal Information and Data Warehousing. Member agrees as a condition of membership that Club Operator may own, possess, and use personal information. Club Operator agrees it will not sell or distribute Member’s personal information to any outside party unless such dissemination is relevant for the execution of Club Operations. Member agrees that the Club Operator may publish Member’s personal information as part of a member directory, accessible only to active Club Members if Member opts-in to said directory.

No Vested Interest. Member acknowledges that in acquiring a membership, Member acquires only a non-exclusive license to use all or a portion of the Club Facilities, in accordance with this Agreement and the Member Guidebook and in common with such other persons, including, without limitation, the general public, as Club Operator may authorize from time to time. Member acknowledges that Member acquires no ownership or vested rights in or to the Club Facilities or Club Operator, and does not have any right to participate in the management or control of Club Operator or the Club Facilities.

Transfer and Assignment of Membership. Member acknowledges that the membership conferred hereunder may not be pledged or assigned and is not transferable, unless and except as otherwise specifically set forth in the Member Guidebook. Member agrees that Members who qualify as a “Life Partner”, and who subsequently are separated, will retain their “Life Partner” membership status until that membership is up for renewal, and that upon renewal, they will be renewed as “Solo” members, inclusive of pricing and all other changes associated with such membership.

Use of Fitness Center and Pool Facility.

(a)        You represent and warrant to Club Operator that you are in good physical condition and have no medical reason or impairment that could prevent you from your intended use of Club Operator’s facilities, equipment, programs or services. You acknowledge that Club Operator has not given you any medical advice before you joined Club Operator and cannot give you any such advice after you join Club Operator, whether related to your physical condition and ability to use the facilities, equipment, programs and services of Club Operator or otherwise. You acknowledge and agree that you will discuss any health or medical concerns with your physician or other health professional prior to and while using Club Operator’s facilities, equipment, programs, and services.

(b)        You acknowledge that the use of Club Operator’s facilities (and any activities conducted outside the four walls of the gym, including but not limited to parking lots and other areas near the gym, or at off-site bootcamps), equipment, merchandise, services and programs (including digital fitness services, personal and group training, bootcamps, and fitness assessment services) involves an inherent risk of personal injury to you and your guests and invitees. You voluntarily agree to assume all risks of personal injury to you and your guests or invitees and waive any and all claims or actions that you may have against Club Operator, any of its parents, subsidiaries or other affiliates and any of their respective officers, directors, employees, agents, successors and assigns for any such personal injury (and no such person or entity shall be liable to you and your guests or invitees for any such personal injury), including, without limitation: (I) injuries arising from use of any exercise equipment, machines, tanning booths, and group exercise (including bootcamp), digital, or personal training services; (ii) injuries arising from participation in supervised or unsupervised activities and programs in exercise rooms, running tracks, swimming pools, hot tubs, courts, parks, parking garages or other areas inside or outside of any Club Operator, (iii) injuries arising from Club Operator’s negligence, whether direct or indirect; (iv) injuries, disease, infection or medical disorders resulting from exercising inside or outside of any Club Operator, including heart attacks, strokes, heat stress, sprains, broken bones and torn or damaged muscles, ligaments or tendons; (v) accidental injuries within or outside of any Club Operator facilities, including locker rooms, steam room, whirlpools, hot tubs, spas, saunas, showers, dressing rooms and off-site bootcamp locations; and (vi) injuries arising from disclosure, transmission, storage, or use of fitness assessment services information and data derived therefrom. To the fullest extent permissible under applicable law, you also waive all claims against Club Operator, any of its parents, subsidiaries or other affiliates and any of their respective officers, directors, employees, agents, successors and assigns for any claims you may have under any of the state’s consumer protection statutes. You acknowledge that at no time is there a lifeguard on duty. The provisions of this paragraph shall survive the termination of this agreement and your membership.

Discipline with or without Cause. The Club Operator shall have authority to suspend or expel Member with or without cause.  Such cause may consist of the violation of any provision in this Agreement or rule found in the Member Guidebook, or of conduct which, in the opinion of the Club Operator is prejudicial to the Club’s welfare, or to the good order and discipline therein upon the premises, or any improper usage of the Club or its property.

Binding Individual Arbitration and Class Action Waiver. Any disputes arising out of or relating to this Agreement or your participation in any of the Club Facilities, including any such dispute with Club Operator (collectively defined as “Disputes”), shall be governed by Utah law regardless of your country or state of origin or the location of any and notwithstanding any conflicts of law principles. Any Disputes shall be resolved by final and binding individual arbitration, rather than in court, and without a jury. To begin an arbitration proceeding, Member must send a letter requesting arbitration and describing its claim to the Club Operator. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules. Jurisdictional and arbitrability disputes, including disputes over the formation, existence, validity, interpretation, or scope of this Agreement, and who are proper parties to the Arbitration, shall be submitted to and ruled on by the Arbitrator. Arbitration costs and reasonable documented attorneys’ fees and costs of both parties shall be borne by the Party that ultimately loses. Member agrees that Club Operator may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where Member lives or at another location in the State of Utah that Club Operator chooses. Either Party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. Each Party agrees that any dispute resolution proceeding shall be conducted only on an individual basis and not in a class, consolidated, or representative action. Neither Member, Club Operator, nor any other person may pursue a Dispute in arbitration as a class action, private attorney general action, or other representative action, nor may any Dispute be pursued on Member’s behalf in any litigation in any court except as provided above. If for any reason a Dispute proceeds in court rather than in arbitration, each Party waives any right to a jury trial.

Severability. If any part of this Agreement shall be held invalid (other than the Class Action Waiver clause above), that part shall be deem excluded from this Agreement and the remainder of the Agreement shall remain in full force and effect. If the Class Action Waiver is held invalid, the parties agree that any Dispute will be decided by arbitration and the parties agree to waive any right to a jury trial.

Entire Agreement. Member acknowledges and agrees that this Agreement and the incorporated Member Guidebook as amended and modified from time to time, constitute the entire agreement between the parties.

MEMBER ACKNOWLEDGES THAT MEMBER IS ACQUIRING A MEMBERSHIP FOR THE SOLE PURPOSE OF OBTAINING SOCIAL BENEFITS AND RECREATIONAL USE OF THE CLUB FACILITIES AND NOT AS AN INVESTMENT OR WITH ANY EXPECTATION OF MAKING A PROFIT FROM THE OWNERSHIP OR FUTURE TRANSFER OF THE MEMBERSHIP.

This Agreement shall not be binding unless and until the Member’s Application is approved and accepted on behalf of Club Operator as provided therein.