1026 THALIA STREET, LLC

TERMS AND CONDITIONS OF MEMBERSHIP

1026 Thalia Street, LLC (d/b/a Sun___Days) (“Thalia”) operates a membership-only club (the “Club”).  Memberships to the Club are by invitation only, and may be revoked by Thalia/the Club as set forth herein.  In consideration for the membership fees as set forth below and the representations, warranties and covenants set forth herein, you will have access to the Club as more fully set forth herein. The Terms and Conditions of Membership (the “Conditions”) set forth the basic rules, terms, covenants and conditions by which you agree to be bound by becoming a member (a “Member”) of the Club.  The Club operates a facility (the “Facility”) located at 1026 Thalia Street, New Orleans, LA 70130, which includes a pool and other amenities. Any reference to “you”, “I” or a Member herein shall include a Member and such Member’s guests for purposes of operating rules, procedures and conditions; however, a guest shall not have all of the rights and privileges of a Member.

The Facility/Club shall at all times remain in full control of Thalia and no Member shall have any tenancy, business use or other real property interest in the Facility by becoming a Member of the Club. A Member is only granted a limited license to use the Facility, which is operated by Thalia, while such Member maintains a membership status with the Club; each Member agrees and acknowledges that the membership status may be revoked or terminated as more fully set forth herein.  Each Member agrees to the Conditions as set forth herein, including those that may change a more fully described below.

I. Club Hours

1. The Club shall only be open on Fridays, Saturday and Sundays during certain hours.  The standard operating hours of the Club may vary from time to time at the Club’s discretion.  The Club shall from time to time distribute or post the standard operating hours for the Club to ensure that all Members are aware of the weekly hours.  The Club shall be closed Monday through Thursday, unless the Members are otherwise notified by the Club via electronic mail or other communication. Except for the limited hours as set forth herein, the Members shall not have any access to the Facility or the Club without the written authorization of the Club, which may be withheld for any reason or no reason at all.
2. The Club may alter or modify its standard operating hours at any time, in its sole and absolute discretion, without any notice to the Members.
3. The Club reserves the right to close for certain holidays and other private events, at the sole and absolute discretion of the Club.  The Club may be booked for private events from time to time. The Club will make reasonable efforts to alert all of the Members of private events in advance, but such failure shall not affect the Club’s ability to close for private events.
4. The Club may issue its Members certain key cards, identification cards or other identification materials which will grant Members access during the hours set forth herein, subject to the other exceptions contained herein.  If any Member loses its identification card or other materials, such Member shall pay the Club a replacement fee, which shall not be more than $100 per loss.
5. Any Member shall NOT give their membership card or identification materials to any other party; guests may only attend the Club with a host Member present as set forth below. If any Member gives their Membership card or identification materials to a guest or another party, such Member may lose their right to be a Member of the Club at the sole discretion of the Club.
6. The Club has the right to cancel activities of the Club or standard operating hours during inclement weather, including rain, lightning, hurricanes, high wind, and other conditions which present a hazard to the health and/or safety of the Members and the Club’s employees and contractors. In the event of a closure, the Club shall use its commercially reasonable efforts to notify all Members via text message or electronic mail to the phone numbers and email addresses associated with each Member’s account.  In the event weather forces the Club to close after previously being opened during any day, the Club may force its Members and any guests to vacate the Facility as soon as possible. The Club is not responsible for any closures due to weather and shall not owe any refunds to Members, guests or their invitees for any such closures.

II. Membership Benefits.

A. Membership Generally

1. Annual licensing fees, companion passes and Minimum Spend vary depending upon the type of membership.  Representatives of the Club can answer any questions regarding types of membership.  

B. General Issues

1. Annual licensing fees are subject to change at the discretion of the Club.  The Club shall provide Members with not less than thirty (30) days prior written notice prior to any increase in Membership fees before such increases in fees go into effect. 
2. The Club has the right to offer occasional promotions on Membership packages, as the Club may determine in its sole discretion.  Such promotions are for non-Members only and existing Members are not eligible to receive any such promotional offers. 
3. For the safety of all involved, please notify the Club staff if you witness any loitering or suspicious activity around the Club or the Facility. 
4. Members may only have access to those areas as outlined by the Club from time to time. If any Member or such Member’s guests visit other areas of the location which are restricted, then such Member and the guests may be evicted at the sole discretion of the Club. 
5. Members and their guests may be asked to sign in each time that they visit the Club/Facility. 
6. No parking is included at the Facility; parking is at the sole discretion and hazard of the Member and/or the guests. 
7. Upon entry, all Members shall be entitled to a towel and other linen services as may be available at the Facility from time to time. 
8. Membership is non-transferable. 

C. Membership Applications

1. All requests for Membership are subject to an application process.  Invitations for Membership are sent to only a select group of individuals.  Applicants are encouraged to submit their application within fifteen (15) days of receiving their invitation.  An invitation does not guarantee a Membership. 
2. Applications are processed on a first come, first served basis. 
3. Applicants must be over the age of twenty-one (21) and will be notified at the discretion of the Club if such applicant has been selected for Membership in the Club.  
4. The Club reserves the right to request additional information, documentation and may require an interview to determine if the applicant is eligible to be a Member in the Club.
5. Each Member must sign a Credit Card Authorization, a copy of which is attached hereto, which shall be held on file by the Club and which shall be charged for all licensing fees, monthly fees, minimum spends and other charges to the Member’s account.  

D. Minimum Spend/Wellness Packages

1. Each Member, depending upon the type of membership, must spend a certain amount per month, which may vary during certain months (the “Minimum Spend”).  Further, the Club may increase the Minimum Spend as set forth herein at the sole and absolute discretion of the Club with thirty (30) days’ prior written notice to the Members. 
2. If a Member does not meet the Minimum Spend on or before the end of a month, the Club will charge such Member’s credit card on file for the difference between the amount actually spent by such Member during any month and the Minimum Spend for such month. 
3. The Minimum Spend shall be reduced by all Wellness Packages purchased by a Member and all other fees incurred by a Member and paid to the Club during any given month. 
4. Wellness Packages may be purchased by any Member and a Member’s guests.  Wellness package prices may be posted from time to time by the Club. The Wellness Packages are exclusive of gratuities, but, by agreeing to purchase a Wellness Package, a Member agrees to a minimum of a ten percent (10%) gratuity per Wellness Package. A Wellness Package includes all of the following:

1. Infrared Sauna Services; 
2. Spa Services available on such date; 
3. Non-alcoholic Beverages; 
4. Alcoholic Beverages available on that day; 
5. Access to the entire Facility; 
6. Attendant services as may be available at the Club on that day; and, 
7. Any other services available at the Club on that day. 

1. Members shall receive a monthly statement showing the total amount incurred by a Member (and such Member’s guests) in such month and the assessment of the Minimum Spend (if applicable).  
2. By agreeing to become a Member of the Club, I unconditionally authorize the Club to charge any and all obligations incurred in connection with my membership (including any guest fees) to the credit card account on file and any substitute or additional credit card accounts noted in the Club’s records.  I further agree to keep a valid and current credit card account to which charges are authorized to be made on record with the Club at all times and to promptly take any and all actions required to affect the provisions of this paragraph. In the event that my credit card account on record with the Club expires or is no longer valid, I agree to substitute a valid card on account with the Club without any notice.
3. Further, I understand that no such services may be payable by me on a daily or weekly basis in cash and that all charges on my account shall be billed to the credit card on file (or any substitute or additional card) as set forth herein. 

III. Membership Code of Conduct

1. Each Member (on behalf of such Member and such Member’s guests) agrees that he/she will, during the term of the Membership, abide by the rules, regulations and code of conduct as may be updated from time to time by the Club.  Such rules and regulations may be distributed to the Members from time to time. 
2. While at the Facility or the Club (or elsewhere), Members and their guests shall not:
   1. Smoke within the Facility or the Club; 
   2. Bring outside food or drink in the Facility, other than what may be purchased by authorized vendors at the Club or Facility or by the Club; 
   3. Use the Facility or any unlawful purposes, including engaging in (or carrying in) drugs or other illegal or unlawful behavior; 
   4. Cause any nuisance to the remaining Members, including through the use of profane language or illicit or illegal behavior;
   5. Engage in behavior which interrupts the other Members, including any loud or obnoxious behavior; 
   6. Engage in any behavior which causes noise complaints from any nearby residents; 
   7. Bring in stereos, radios or other loud music devices, or amplify personal music in any way; 
   8. Engage in conduct of a sexual or other offensive or harassing nature, toward any Member, guest, employee or contractor of the Club; 
   9. Solicit any other Member for the sale of goods or other materials or services; 
   10. Bring any weapons to the Facility regardless of whether such Member has a concealed carry permit; 
   11. Obstruct or use for any purpose other than for ingress and egress to the Facility, the sidewalks, halls, passages, exists, entrances or stairways; 
   12. Steal, damage or vandalize the Facility or any assets of the Club (if any Member or such Member’s guest damages or steals any items of Club property, such Member shall be billed for damage caused thereby and the Club may cancel the Member’s Membership with no proration or refund of Membership dues); 
   13. Move or remove any furniture of the Club or spread out the Club’s assets in any manner without the approval of a Club representative, which may be denied in the Club’s sole discretion; 
   14. Make disparaging comments about the Club, the Club’s owners, the Club’s affiliates or the Club’s staff; or, 
   15. Engage in any other behavior, which may be viewed as abusive, profane, illicit or in any way destructive, menacing or harassing. 
3. Members (and their guests) shall be clothed in appropriate attire when accessing the Facility and wear appropriate swimwear when in the pool located at the Facility.  Members may use the changing room and restrooms for changing into swimwear. Swimwear must be worn at all times when in the pool or the Facility. NO NUDITY IS ALLOWED!  Swimwear is subject to public decency requirements at the sole discretion of the Club. Failure to dress appropriately may result in a suspension or revocation of Membership.
4. Any type of harassment is strictly prohibited and there will be a zero tolerance policy for such behavior.  If someone makes you or anyone else feel unsafe in any manner, please report this behavior to the Club as soon as possible and the Club will take appropriate action.
5. Pool Safety
1. Members and their guests acknowledge that there is no lifeguard on duty and swimming shall be conducted at their own risk. The Club, Thalia, and the landlord are not responsible for accidents, injuries, or deaths and the Members shall defend, indemnify and hold the Club, Thalia and the landlord harmless from and against any and all losses, claims, damages and expenses (including reasonable attorneys’ fees) which may be incurred from any and all injuries in connection with the use of the pool by such Member and the Member’s guests. 
2. Members and their guests shall not enter the pool if they are intoxicated or under the influence of alcohol in any way.  
3. Due to the size of the pool, floatation devices and other large pool toys may not be allowed at the sole and absolute discretion of the Club. 
4. Glassware shall never be taken into the pool. Any and all glassware may be removed by the Club or its staff for any reason or no reason at all due to the danger that glass may impose in the Facility. 
5. No food is allowed in the pool. 
6. No running, jumping, diving or horseplay is allowed in the pool. That behavior is strictly prohibited. 
7. There shall be no expulsion of bodily fluids in or around the pool area. 
8. No person that has been experiencing fever, nausea, diarrhea, open wounds, rashes or other illnesses shall enter the pool. 
9. The pool may be closed from time to time for routine maintenance and cleaning.  The Club will make every effort to operate as normal, but may restrict access the pool during such routine maintenance and cleaning. 
6. Any violations of any policies, procedures, rules, regulations or conditions, including those contained herein and those contained in other materials distributed by the Club, may result in the suspension, temporary or permanent removal and expulsion of such Member from Membership in the Club.  The Club may terminate any Member’s Membership in the Club for any reason at any time. 

IV. Right to Publicity

1. Each Member, on behalf of himself/herself and his/her guests hereby grants to the Club a royalty-free license to publish the names, company names, photographs, likeness and other similar details on the web, on social media or in print; provided that the Club has no obligation whatsoever to publish any material.  To the extent required by law, government request or pursuant to any legal proceeding or investigation, the Club may disclose information about each Member and such Member’s guests with or without such Member’s consent. 
2. Members and their guests shall not, without the Club’s consent, post any photographs or other materials on the web, on social media or in print, without the Club’s prior written permission, which may be withheld at the sole and absolute discretion of the Club.  All photographs, social media and website postings shall be subject to the Club’s social media and website policy which may be updated from time to time by the Club (without the need to update or otherwise amend these Conditions). Each Member hereby acknowledges that he/she hereby agrees to abide by the Social Media/Website Policy which may be updated by the Club from time to time. Notwithstanding anything to the contrary contained herein, Members shall not take any photographs of other Members and shall not solicit or otherwise disturb any other Members while at or around the Facility. 
3. Each Member acknowledges and agrees that the Facility has the right to use, exploit and shall hereby have an irrevocable royalty-free license to use and exploit any social media posts, photographs or other website postings by any such Member for use in the Facility’s business or advertising for the Club.

INDEMNITY/WAIVER

1. The terms and conditions of that certain Release, Indemnity and Access Agreement (the “Release”) signed by a Member to gain access to the Club are hereby incorporated by reference.