Individual Membership Agreement
This Member Agreement (this "Agreement") is entered into effective as of the date each Prospective Member agrees to this Agreement (the "Execution Date") by and between Serif NYC LLC a Delaware limited liability company ("Serif") and the "Prospective Member". Serif and the Prospective Member are hereinafter each referred to individually as a "Party" and together as the "Parties."
WHEREAS Serif plans to develop facilities located at 66 East 55th Street New York NY 10022 (the "Club") and intends to offer non-equity memberships ("Memberships" and in the case of Memberships entered into pursuant to the terms of certain qualifying promissory notes of the Company (each a "Qualifying Note") or an agreement on substantially the same form as this Agreement (each a "Member Agreement") "Membership") in the Club and its related programs and amenities (the "Program") to provide individuals or entities ("Members" and in the case of individuals or entities that become Members pursuant to the terms of a Qualifying Note or Member Agreement "Members") with certain rights benefits services and privileges including access to and use of the Club as further described herein (the "Program Benefits"); and
WHEREAS the Prospective Member desires to make and Serif desires to accept an initial commitment to acquire a Membership in the Program on the terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of the mutual promises and agreements made in this Agreement and for other good and valuable consideration the receipt of which is hereby acknowledged the Parties hereby agree as follows:
- Membership Commitment
- The Prospective Member hereby agrees to within five days following the Execution Date deposit a $500 initiation fee (the "Initiation Fee") and first-year annual dues of $3600 ("Year One Annual Dues") by credit card or wire transfer of immediately available funds to an account as designated in writing by Serif (such account to be a separate segregated interest-bearing account owned by Serif) (the "Account") and Serif hereby agrees to accept the Initiation Fee and Year One Annual Dues and grant the Prospective Member with a Membership in the Program upon fulfillment of the Condition (as defined below). The Annual Dues shall provide Membership in the Program for one (1) calendar year beginning on the Club's Grand Opening Date (which shall be decided by Serif in Serif's sole discretion). For the avoidance of doubt any interest that accrues in the Account or otherwise accrues on the amount of the Initiation Fee shall be for the sole benefit of Serif and shall not accrue for or be paid to the Prospective Member.
- The "Condition" is Serif's entrance into a binding lease agreement with R&F 55th Street Commercial Owner LLC for rental of the premises located at 66 East 55th Street New York NY 10022.
- Promptly following the date on which the Condition has been fulfilled Serif shall notify the Prospective Member of such fulfillment and Prospective Member shall be deemed to be a Member upon such notification.
- The Initiation Fee shall be held in the Account and disbursed together with any interest or other income earned on the Initiation Fee to Serif following the fulfillment of the Condition. Except as otherwise set forth in Section 5(a) below the Initiation Fee shall be non-refundable.
- Program and Membership Description
- Memberships are intended to be revocable licenses that provide Members with Program Benefits subject at all times to the Membership Documents. A Membership does not provide a Member with an equity ownership or voting interest or any other property interest in Serif or the Program and should not be viewed as an investment in Serif or the Program. Unless otherwise provided in the Membership Documents each Membership is personal to a Member and is not transferrable or assignable and cannot be collateralized or resold in any manner whatsoever.
- Example Program Benefits for Members are set forth on Exhibit A attached hereto. All Program Benefits will be provided to Members subject to the terms and conditions set forth in the Membership Documents and may be amended modified established replaced and/or terminated from time to time by Serif in its sole and absolute discretion.
- Serif intends to establish certain Membership threshold levels in the Program in addition to and including the Memberships in order to ensure market acceptance and synergistic success of the Program. If at any time Serif determines in Serif's sole and absolute discretion that these levels have not been met market conditions have changed legal restrictions have arisen or changed unanticipated operational expenses have arisen tax and/or corporate objectives have not been achieved and/or other circumstances warrant the termination of the Program then Serif will have the right to unilaterally terminate any or all Memberships in the Program.
- Conditions to Membership
- Notwithstanding anything herein to the contrary individuals or entities that are granted Membership by Serif (which for the avoidance of doubt includes the Prospective Member) may only remain in good standing and retain the Membership by: (i)submission of a completed membership agreement (the "Membership Agreement" and together with any other instruments or agreements entered into in connection with the Membership the "Membership Documents") and any other Membership Documents as applicable, (ii) payment of the applicable initiation fee and any other fees due pursuant to the Membership Documents, and (iii)Compliance with all of the terms and conditions set forth in the Membership documents or otherwise related to the Program (items (i)–(iii) collectively the "Membership Confirmation Process"). Serif may revise or waive any or all of the steps of the Membership Confirmation Process from time to time and on a case-to-case basis in each case in its sole and absolute discretion.
- Notices to Prospective Members
- MEMBERSHIPS ARE REVOCABLE LICENSES FOR A MEMBER'S NON-EXCLUSIVE AND PERSONAL USE AND MEMBERSHIPS ARE BEING OFFERED EXCLUSIVELY FOR RECREATIONAL PURPOSES. MEMBERSHIP IS NOT AN INVESTMENT AND NO MEMBER WILL DERIVE ANY FINANCIAL GAIN OR ECONOMIC PROFIT FROM MEMBERSHIP. NO MEMBER IS ENTITLED TO ANY PORTION OF INCOME GAIN OR DISTRIBUTION BY OR OF SERIF OR ANY OF ITS AFFILIATES. MEMBERSHIP DOES NOT GRANT ANY INDIVIDUAL ANY OWNERSHIP LEASEHOLD VOTING PARTICIPATION LEGAL BENEFICIAL EQUITY OR ANY OTHER INTEREST IN THE PROGRAM THE MEMBERSHIP DOCUMENTS SERIF OR ANY OF ITS AFFILIATES. PROSPECTIVE MEMBERS SHOULD NOT CONSTRUE THE CONTENTS OF THIS AGREEMENT AS LEGAL OR TAX ADVICE. EACH PROSPECTIVE MEMBER SHOULD CONSULT HIS OR HER OWN ATTORNEY ACCOUNTANT OR OTHER ADVISERS AS TO LEGAL TAX AND RELATED MATTERS CONCERNING THE MEMBERSHIP AND ITS SUITABILITY FOR THE INDIVIDUAL. IN MAKING A DECISION TO BECOME A MEMBER PROSPECTIVE MEMBERS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING THE MERITS AND RISKS INVOLVED. THIS AGREEMENT AND OTHER MEMBERSHIP MATERIALS AND THE EXHIBITS AND SCHEDULES HERETO AND THERETO ARE PROVIDED IN CONNECTION WITH THE SALE OF MEMBERSHIPS AND MAY NOT BE USED OR REPRODUCED FOR ANY OTHER PURPOSE EXCEPT WITH THE EXPLICIT PERMISSION OF SERIF. ALL MATERIALS MUST BE PROMPTLY RETURNED TO SERIF UPON REQUEST.
- Serif shall have the right to unilaterally amend or modify the terms and conditions of the Program Membership Confirmation Process Membership Documents and Program Benefits and the requirements for and availability of Membership in the Program from time to time in its sole and absolute discretion.
- For the avoidance of doubt Serif does not currently lease or operate facilities in New York or any other location and does not guarantee that it will ever develop or open the Club or other club locations.
- Miscellaneous
- If (i) the Condition is not fulfilled on or before January 1 2025 or (ii) Serif provides written notice to the Prospective Member that Serif has terminated this Agreement this Agreement will terminate but the Parties' obligations under Section 5(c) below will survive. In the event that this Agreement or the Program are terminated prior to the fulfillment of the Condition Serif shall disburse the Initiation Fee and Annual Dues free of interest to the Prospective Member within 10 days of such termination.
- The Parties agree to take all such further actions and to execute such documents certificates and instruments as may reasonably be necessary to carry out and consummate this Agreement.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws rules.
- This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings whether written or oral. This Agreement may not be amended modified or revoked in whole or in part except by an agreement in writing signed by each of the Parties hereto.
- Neither this Agreement nor any interest herein may be assigned in whole or in part by either Party hereto without the prior written consent of the other Party hereto.
- This Agreement may be executed in two or more counterparts including by electronic means each of which shall be deemed an original and all of which together shall constitute one instrument.
Exhibit A
Program Benefits
- Member Benefits. The Program Benefits to be extended to all Members upon acceptance into the Program (and completion of the Membership Confirmation Process) are expected to include (subject to the terms and conditions of the Membership Documents and to amendment modification or termination by Serif in its sole and absolute discretion):
- Non-transferrable Member status for one named individual for one (1) year following the Club's Grand Opening Date
- Access to Serif's Club in New York consisting of a Members-only restaurant bar lounge fitness workspace and event venue thoughtfully reimagined by Rafael De Cardenas
- Access to exclusive Members only events and programming
- Access to exclusive Members only newsletter and digital content
- Ability to book private dining and meeting spaces within Serif's Club in New York
- World class culinary experience curated by Noho Hospitality partners
- Guest privileges (up to three guests without prior notice)
- On-site Membership Services Team
- Membership House Accounts
Privacy Policy
Updated June 24, 2024
This Privacy Policy outlines how www.serif.space collects, uses, discloses, and safeguards the personal information provided by users ("you," "your," or "users") when you visit and interact with our website. Protecting your privacy and ensuring the security of your personal information is of utmost importance to us. By using our website, you consent to the practices described in this policy.
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