NOSTA

MEMBERSHIP AGREEMENT

The NOSTA Dallas Membership Agreement ("Agreement") is between NOSTA Dallas, LLC, including its affiliates and successors ("NOSTA Dallas," the "Company," the "Club," "us," "we," "our") and the applicant ("Applicant," "you" and "yours"), for the purpose of applying for the NOSTA Dallas Membership and its successor ("Membership") which provides access to the NOSTA Dallas club facilities, unique dining experiences, co-working spaces, nomadic traveling experiences, brand partnerships and Club events. Your admission as a Member is subject to our delivery of notice confirming your acceptance.

  1. Membership Access. NOSTA Dallas is offering you an opportunity to become a member of the Club, which includes access to the facilities located at the Club's physical location at 2634 Elm Street, Dallas, TX 75206 ("Club Facilities") and to the membership benefits as set forth on Exhibits A, B and C (the "Club Benefits"). Applicant hereby accepts a membership in the Club upon the terms and conditions set forth in the Agreement. Membership in the Club permits the Applicant and the Applicant's spouse or partner, if applicable, to use the Club Facilities and Benefits. Upon acquiring a Membership, each member acquires a revocable license to use the Club Facilities and to enjoy the Club Benefits. Membership in the Club is not an investment in the Company, the Club or the Club Facilities, and does not provide the Applicant with an equity or ownership interest or any vested or prescriptive right or easement in or to use the Club or the Club Facilities. Applicant will not be entitled to vote or participate in the management of the Company or the Club.
  2. Membership Qualifications. NOSTA Dallas will review all completed membership applications with the objective of assembling a balanced and diverse membership reflecting a broad range of social, artistic, and professional backgrounds within the community. Membership may be granted, subject to availability and the Company's membership criteria in effect from time to time, to individuals who demonstrate cultural leadership and business innovation, following the Company's review and approval of the application and the applicant's agreement to comply with this Agreement and the Club's rules, policies, and standards of conduct. All evaluations shall be conducted without regard to race, color, national origin, sex, sexual orientation, religious preference, creed, or disability.
  3. Membership Dues and Charges.
    1. In General. The length of your membership in the Club is annual and is payable on an annual or monthly basis. Applicant shall pay annual dues to the Club for each Membership year. Applicant agrees to pay the membership dues whether or not Applicant actually takes advantage of the Club Facilities or Club Benefits. An initiation fee established by the Club will be required for each new membership. Both membership dues and initiation fees are subject to applicable taxes and service fees and are non-refundable except as expressly provided herein. Upon acceptance, Members shall receive a club card with such Applicant's unique club membership number. All Memberships are non-transferable and may not be assigned.
    2. Founding and Reserve Members. For Applicants accepted by the Club and designated as Founding or Reserve Members, the membership dues established at the commencement of this Agreement shall remain unchanged for the duration of such Applicant's continuous membership, and the Club shall not alter or increase such fees so long as such Applicant maintains uninterrupted membership status under this Agreement.
    3. Opening Members. For Applicants accepted by the Club and designated as Emerging, Established, or Creative Members ("Opening Members"), annual membership dues may be adjusted from time to time; provided, however, that any change to such Applicant's annual dues shall apply only to the next year of annual dues following the then-current membership year and shall not affect the annual dues payable for the remainder of the Member's current membership year.
  4. Applicant Acknowledgements. In addition to the other acknowledgements set forth in this Agreement, Applicant acknowledges the following:
    1. Personal Use. Applicant acknowledges that the Membership provides benefits solely for the Applicant.
    2. Applicant Discipline. Applicant acknowledges that as a member of a private club, he or she is responsible for his or her conduct and the conduct of his or her guests. Applicant acknowledges that the Club may exercise broad rights to discipline a Applicant whose conduct or the conduct of a Applicant's guests negatively affects the welfare, safety, harmony or good reputation of the Club or its members or otherwise violates the Membership rules. The Club's remedies may include reprimand, suspension, fines and expulsion from the Clubs. The severity of the discipline is in the Club's sole discretion and will be determined on a case-by-case basis, without liability to any decision maker acting on behalf of the Club. Applicant shall not, on account of any restriction, suspension or other enforcement action, be entitled to any repurchase or refund of the Membership initiation fee, or of any annual dues or any other fee or charge. During any restriction or suspension, Applicant's monetary obligations shall continue to accrue and shall be paid in full prior to Applicant's reinstatement in good standing.
    3. Termination of Membership. In addition to (and not in limitation of) all other remedies, in the event Applicant has an egregious or repetitive offense or an extended period of payment delinquency (defined as sixty (60) or more days past due), the Club may elect to terminate the Membership. In such event, Applicant shall be notified by the Club in writing at least fifteen (15) days prior to termination and shall be given an opportunity to be heard by the Company to show cause why his or her Membership should not be terminated. Applicant may terminate this Agreement at any time upon thirty (30) days' prior written notice to the Company; provided, however, that Applicant shall remain responsible for payment of the full amount of annual membership dues for the then-current membership year, without proration.
    4. No Investment Representatives. Applicant acknowledges that neither the Company nor its respective successors, assigns, affiliates, parents, subsidiaries, owners, members, partners, officers, directors, managers, shareholders, agents, brokers, servants and employees and their respective heirs, executors, administrators, legal representatives, predecessors, successors, and assigns (all of the foregoing collectively, the "Company Parties") has made any warranty or representation upon which Applicant has relied in executing this Agreement or joining the Club concerning the investment value of the Membership, or the possibility or probability of profit or loss resulting from ownership of the Membership.
    5. Tax Consequences. Applicant acknowledges that the Club makes no representations and expresses no opinions regarding the national, federal, state or local income tax consequences of acquiring a Membership. Applicant acquires the Membership subject to all applicable tax laws, as the same may be amended from time to time.
    6. Modification of Membership Documents. The Company reserves the right to amend, modify, supplement, or restate this Agreement from time to time; provided, however, that (i) the Company shall provide Members with at least thirty (30) days' prior written notice of any material amendments, and (ii) any amendment that materially increases Applicant's financial obligations or materially reduces Club Benefits shall not apply to existing Members without their written consent. Any non-material amendment shall be binding on all Members upon adoption by the Company and posting to the member website.
  5. Applicant's Information. Applicant hereby authorizes the disclosure and release of information requested by the Company for investigating Applicant's qualifications for Membership, and Applicant releases and holds the Company Parties harmless from any and all liabilities, claims or causes of action in any matter related to use of the information provided herein or in the Membership Application, provided such use is consistent with applicable law and the Club's privacy policy. The Company respects the privacy of Club Members and will take reasonable measures to protect the nonpublic personal information of the Members in accordance with the Club privacy policy posted on the member website, which is available for review at https://withnosta.com/privacy-policy.
  6. RELEASE AND HOLD HARMLESS. Applicant for himself or herself and for his or her family members, guests, agents, employees, servants, affiliates, contractors, heirs, successors, executors, administrators, representatives and assigns (all of the foregoing collectively, the "Applicant Parties"), acknowledges that any person who, in any manner, makes use of or accepts the use of any apparatus, appliance, facility, privilege, benefits or service whatsoever owned, leased or operated by the Club, or who engages in any event, function or other activity operated, organized, arranged or sponsored by the Club, either on or off the Club's premises, including (without limitation) the Club Facilities, shall do so at his or her own risk, and Applicant further acknowledges a risk of possible injury associated with such use, access, and activities and hereby accepts and assumes such risks. Applicant for himself or herself and for the Applicant Parties, hereby releases and shall hold the Company and the Company Parties harmless from any and all actions, causes of action, suits, accounts, bills, reimbursements, costs, debts, expenses, covenants, contracts, controversies, demands, rights, agreements, promises, damages, liabilities, judgments, executions, and claims of every kind (including, without limitation, personal injury, death or property damage), whether at law or in equity, whether known or unknown, and whether accrued or to accrue, which Applicant or a Applicant Party ever had, now has or may have or hereafter acquire for any reason whatsoever resulting from, arising out of or incident to, or in any way connected with, the Club, Membership in the Club and/or use of or access to the Club Facilities, services, activities or Club Benefits; provided, however, that this release shall not apply to claims arising from the gross negligence or willful misconduct of the Company or any Company Party. This provision is not intended to, and shall not be construed to, release the Company from its contractual obligations pursuant to the Membership Agreement.
  7. Governing Law and Dispute Resolution. This Agreement and all performance under this Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles. Except as otherwise provided in this Agreement, any and all controversies, claims, or disputes between the parties with respect to this Agreement shall first be submitted to mediation administered by Judicial Arbitration & Mediation Services, Inc. ("JAMS") pursuant to its Mediation Rules. If mediation is unsuccessful within thirty (30) days, either party may initiate binding arbitration under the Federal Arbitration Act and pursuant to JAMS Arbitration Rules & Procedures. The seat of arbitration shall be Dallas, Texas. Each party shall bear its own costs and attorneys' fees in any arbitration, except that the arbitrator may award costs and fees to the prevailing party if the arbitrator determines that a claim or defense was frivolous or brought in bad faith.
  8. General Provisions.
    1. Notices. Any notice, request, demand, instruction or other document required or allowed to be given under this Agreement or the terms of any other membership document shall be in writing and shall be either personally delivered, sent via e-mail (with confirmation of receipt), or by certified mail, return receipt requested, or by overnight mail with a reputable commercial delivery service. Notices shall be deemed effective upon actual receipt or, if mailed, three (3) business days after deposit. Notices to the Company shall be sent to: NOSTA Dallas, LLC, 2634 Elm Street, Dallas, TX 75206, Attention: Membership Services, or to such other address as the Company may designate in writing. Notices to Applicant shall be sent to the address or e-mail provided in the membership application or as updated by Applicant in writing.
    2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto. The Company may assign and transfer its right to receive the initiation fee and membership dues under the Agreement to any Company Parties.
    3. Headings. The paragraph headings are inserted only for convenient reference and do not define, limit or prescribe the scope of this Agreement or any particular paragraph.
    4. Severability. If any term, covenant or provision of this Agreement shall be illegal or unenforceable for any reason, the same shall not invalidate any other terms, covenants or provisions and all the remaining terms, covenants and provisions shall remain in full force and effect.
    5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or electronic signature.
    6. Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF MEMBERSHIP DUES PAID BY APPLICANT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    7. Indemnification. Applicant agrees to indemnify, defend, and hold harmless the Company and the Company Parties from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Applicant's breach of this Agreement; (ii) Applicant's use of the Club Facilities or Club Benefits; (iii) the acts or omissions of Applicant's guests; or (iv) any violation of applicable law by Applicant. The Company shall provide Applicant with prompt written notice of any claim for which indemnification is sought and shall reasonably cooperate with Applicant in the defense thereof.
    8. Confidentiality. Applicant acknowledges that certain information regarding the Club, its operations, membership roster, events, and business practices constitutes confidential and proprietary information of the Company ("Confidential Information"). Applicant agrees not to disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Company, except as required by law. This confidentiality obligation shall survive the termination of Applicant's Membership.
    9. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay results from circumstances beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, or interruptions in utilities or communications. The affected party shall provide prompt notice to the other party and shall use reasonable efforts to mitigate the effects of the force majeure event.
    10. Representations and Warranties. Applicant represents and warrants that: (i) Applicant is at least twenty-one (21) years of age; (ii) all information provided in the membership application is true, accurate, and complete; (iii) Applicant has the legal capacity and authority to enter into this Agreement; and (iv) Applicant's execution and performance of this Agreement does not violate any other agreement to which Applicant is a party. The Company represents and warrants that it has the authority to enter into this Agreement and to provide the Club Facilities and Club Benefits described herein.
    11. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such party's right to enforce such provision or any other provision in the future. Any waiver must be in writing and signed by the waiving party to be effective.
    12. Entire Agreement. This Agreement, together with Exhibit A and any other documents expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by both parties, except as otherwise provided in Section 4(f).

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EXHIBIT A

NOSTA Dallas Opening Member Benefits

As an Emerging, Established or Creative Member to NOSTA Dallas ("Opening Member"), your Membership benefits will include:

  • Access to the Club Facilities upon the Club's grand opening
  • One (1) guest pass to NOSTA Dallas per year
  • Access to all future NOSTA concepts and locations
  • Access to NOSTA Dallas events

EXHIBIT B

NOSTA Dallas Founding Member Benefits

As a Founding Member to NOSTA Dallas ("Founding Member"), your Membership benefits will include:

  • Pre-construction access to the Club Facilities
  • Authorization to nominate a maximum of two (2) candidates for membership at NOSTA Dallas
  • Access to NOSTA Private Collection Programs
  • Priority membership access to all future NOSTA concepts and locations, subject to applicable initiation fees
  • Priority access to all NOSTA events, subject to applicable event fees
  • Reserved seats at the grand opening of NOSTA Dallas
  • Exclusive purchasing opportunities to NOSTA branded merchandise
  • Up to 50% off food and beverage purchases on select Discount Days
  • Semi-Annual private dinners
  • Two (2) guest passes to NOSTA Dallas per year
  • Exclusive partner benefits and branded merchandise

EXHIBIT C

NOSTA Dallas Reserve Member Benefits

As a Reserve Member to NOSTA Dallas ("Reserve Member"), your Membership benefits will include:

  • Pre-construction access to the Club Facilities
  • Authorization to nominate a maximum of three (3) candidates for membership at NOSTA Dallas
  • Access to NOSTA Private Collection Programs
  • Priority membership access to all future NOSTA concepts and locations without initiation fee
  • Priority access to all NOSTA events free of charge
  • Reserved seats at the grand opening of NOSTA Dallas
  • Exclusive purchasing opportunities to NOSTA branded merchandise
  • Up to 50% off food and beverage purchases on select Discount Days
  • Semi-Annual private dinners
  • Three (3) guest passes to NOSTA Dallas per year
  • Exclusive partner benefits and branded merchandise
  • Ability to make reservations for non-member guests at NOSTA Dallas
  • Direct line of communication to NOSTA founding team

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