PREAMBLE
Vision Statement
SHŌ Club (the “Club“) is a private club with physical presences and amenities in certain of the locations of the exclusive restaurant Japanese restaurant SHŌ (the “Restaurant“), which presents a culinary entertainment and nightlife experience unlike any other, transporting guests and creating meaningful moments.
Membership Opportunity
This SHŌ Code (this “Code“) describes the membership opportunity in the Club. References to the “Club” herein refer jointly to the rights and privileges associated with membership and the physical space comprising the “SHŌ Club Lounge” at the Restaurant or any other location where a SHŌ Club Lounge is present. Memberships in the Club are offered for the purpose of permitting members and their guests to enjoy the use of the Club facilities and the special privileges of membership. Each person desiring a membership in the Club should carefully read this Code the Rules and Regulations and any subscription or private placement documents related to a Fire membership including the Amended and Restated Limited Liability Company Agreement of SHŌ One, LLC, if applicable (collectively with any application or membership purchase documents provided to or completed by such person, the “Membership Documents“), and should seek professional advice to evaluate the Membership Documents.
Rely Only on Information in This Code
The Membership Documents set forth all representations and terms concerning memberships in the Club. No person is authorized to make any representation or to provide any information in regards to SHŌ Club contrary to or in addition to the information contained in this Code and the other Membership Documents and, if provided, the representation or information may not be relied upon as having been authorized by the Club or its owner. The Club and its owner will not be bound by any terms or representation as to the terms or conditions of membership other than as set forth in this Code.
Memberships Are Offered Only For Recreational Purposes
Memberships in the Club are being offered exclusively for the purpose of permitting Members the use of the Club’s amenities and privileges. The Club is not an equity club and, except as specifically set forth in the Membership Documents with respect to Fire memberships, Members have no ownership or other interest in the Club, the Restaurant or either of their premises. Except for Fire memberships, membership in the Club should not be viewed as an investment and no Member should expect to derive economic benefits from such membership.
No federal, state or governmental authority has passed upon or endorsed the merits of this Code.
Club Director Available to Answer Questions
All inquiries regarding membership in the Club or this Code and referenced documents should be directed to the Membership Director at memberships@shoclub.com.
1. MEMBERSHIP FEATURES AND AMENITIES
Section 1.1 Membership Opportunity.
SHO Group, LLC (the “Company“) owns and operates the Club through an exclusive partnership with SHO One, LLC, which owns the Restaurant. This Code, together with the Rules and Regulations, any subscription or private placement documents related to a Fire membership including the Amended and Restated Limited Liability Company Agreement of SHŌ One, LLC, if applicable, collectively set forth the rights and privileges of membership for Members and guests to enjoy the amenities available at the Club. As used in this Code, a “Member” means the holder of a membership in the Club, except that with respect to a membership held by a legal entity or business it means an individual designated by the entity or business to enjoy the privileges of membership. The person whose name first appears on the documents effecting the purchase of the membership shall be deemed to be the holder and Member for purposes of this Code.
Section 1.2 Amenities.
The amenities and privileges offered by the Club include the following and such other amenities and privileges as may be made available from time to time for use by Members and their guests following the grand opening of the Restaurant (and not before) and for so long as the Restaurant is in operation, as applicable to a Member’s membership category (collectively, the “Club Amenities“):
Section 1.3 Rules and Policies.
To enhance the enjoyment of Members and guests, the Company will establish from time to time rules, regulations, policies, guidelines, or systems governing access to or reservation of the Club Amenities (as amended from time to time, the “Rules and Regulations“). The Rules and Regulations are binding on all Members as if incorporated in and forming part of this Code. In the event of any conflict or inconsistency between this Code and the Rules and Regulations, the provisions of this Code shall prevail. In order to meet the changing needs and desires of the Club, the Company reserves the right, in its sole discretion, to modify, amend or add to this Code, the Rules and Regulations, the membership categories, guest privileges and the right to use and enjoy the Club and the Club Amenities.
2. MEMBERSHIPS
Section 2.1 General.
Club membership shall be evidenced in two ways: through a membership account created at shoclub.com and though the holding of a SHŌ Club non-fungible token membership that must be presented and verified for entrance to the Club, which non-fungible token will be issued to the Member following the payment of the applicable membership fee. All memberships are subject to and all Members are bound by the terms and conditions of this Code, the Rules and Regulations and the other Membership Documents.
Section 2.2 Eligibility.
Based on availability, memberships in the Club will be offered to such persons as the Company deems appropriate from time to time. The Company reserves the right to modify the eligibility requirements for membership, including the amount of any membership fee, from time to time. Invitations to membership shall be extended without regard to age, race, national origin, gender, religion or disability. Acceptance decisions shall be at the sole discretion of the Company. Candidates accepted for membership are entitled to membership privileges in appropriate membership category.
Section 2.3 Membership Categories.
Each Member shall have a nonexclusive, revocable license to use the Club Amenities in accordance with the terms and conditions of the Member’s membership category as outlined in this Code and the Rules and Regulations. The membership of the Club will consist of the Fire Membership, the Water Membership and the Earth Membership categories described in this Section 2.3 and such other categories as the Company may establish from time to time.
(a) Earth Memberships.
An “Earth Membership” allows the Member (the “Earth Member“) to enjoy all Club Amenities on such terms and conditions as may be determined by the Company from time to time. Earth Memberships are transferable through the Club as provided in Article 4.
(b) Water Memberships.
A “Water Membership” allows the Member (the “Water Member“) to use the Club Amenities on such terms and conditions as may be determined by the Company from time to time. In addition to the Club Amenities set forth in Section 1.2 above, a Water Membership entitles a Water Member to the following additional privileges and amenities, which will be deemed “Club Amenities” solely with respect to a Water Membership:
Water Memberships are transferable through the Club as provided in Article 4.
(c) Fire Memberships.
A “Fire Membership” allows the Member (a “Fire Member“) to use the Club Amenities on such terms and conditions as may be determined by the Company from time to time. Fire Memberships are solely transferrable through the Club and in compliance with applicable law (including laws regarding the issuance, sale and transfer of securities). In addition to the Club Amenities set forth in Section 1.2 above, a Fire Membership entitles a Fire Member to the following additional privileges and amenities, which will be deemed “Club Amenities” solely with respect to a Fire Membership:
Section 2.4 Control of Membership Categories.
The number of memberships issued in any category and the privileges accorded each category will be determined by the Company, and the Company has the authority to establish, modify or close any category of membership as the Company from time to time may determine, in its sole discretion, to be in the best interest of the Club. The Company may from time to time, in its sole discretion, prescribe or modify membership fees, charges, dues, assessments, periodic economic incentives, privileges and restrictions applicable to each category of membership.
3. MEMBERSHIP POLICIES
Section 3.1 Guest Privileges.
(b) Members’ guests may use the Club Amenities in accordance with the Rules and Regulations, as amended from time to time. Such usage will be subject to the applicable access fees. The Company may further limit the number of guests and the number of times a particular guest may use the Club Amenities during each membership year. Guests may utilize the Club Amenities only when accompanied by a Member and must depart the Club when their hosting Member departs.
(c) The Company, in its sole discretion, may from time to time permit an unmarried Member to designate another unmarried individual, on a membership year basis and upon payment of the required designee fee, if any, to use the Club Amenities as a spouse. The designated individual will be able to use the Club Amenities without being accompanied by the Member. The Member shall be responsible for the payment of all charges and fees incurred by the selected individual. The Company reserves the right to establish such fees and other rules as it deems appropriate.
Section 3.2 Memberships Held in Name of Entity.
(a) For the convenience of Members, the Company may, in its sole discretion, allow a membership to be held in the name of a corporation, partnership, trust or other form of multiple ownership (the “entity“). If the membership is a Fire Membership, the entity must have executed the appropriate Membership Documents as determined by the Company. The privileges of membership belong to the entity and the entity must designate one (1) individual (the “Designated User“), who upon approval by the Company, will be entitled to exercise the privileges of membership. Subject to the terms of this Section 3.2, each approved individual will be a “Member” for purposes of this Code until a new individual is designated by the entity and approved by the Company. The Designated User may be changed by the entity from time to time, but not more frequently than once each calendar year unless otherwise permitted by the Company in its sole discretion, subject to (i) the Company’s approval of the substitute Designated User in the same manner as all candidates for membership, and (ii) payment by the entity of the then current redesignation fee. The entity may elect for the Designated User to pay fees directly, and the entity shall be jointly and severally liable with the Designated User for all assessments and charges under the membership. The purchase of any membership by an entity and any subsequent addition or change in the Designated User thereunder must be authorized in writing by an officer, director, partner or principal of the entity. No person other than the Designated User and the user’s extended family will be entitled to use the membership.
(b) Designated Users shall have no transfer rights in and to the membership under Article 4 herein. However, if the membership is a transferable membership, the entity may resign its membership in the same fashion as an individual Member under Section 4.3 below and the membership may be transferred through the Club and reissued (either to an individual or to another entity) in accordance with the applicable provisions of Article 4.
Section 3.3 Conduct of Guests and Others.
Each Member shall be responsible for the charges and actions of the Member’s spouse, guests, Designees, Designated Users, lessees and anyone else using the Club Amenities under the Member’s membership, and for their adherence to the provisions of this Code and the Rules and Regulations. Any violation of the provisions of this Code or the Rules and Regulations by the Member’s spouse, guests, Designees, Designated Users, lessees or anyone else using the Club Amenities under the Member’s membership shall be grounds for disciplinary action by the Company against the Member.
ARTICLE 4
TRANSFER, RESIGNATION, DEATH AND DIVORCE
Section 4.1 Transfers of Membership, Generally.
Memberships are only transferable through the Club or its designated marketplace as set forth herein or as otherwise determined by the Company from time to time. A transfer fee set from time to time by the Company based on a percentage of the aggregate price paid for the membership in such transfer (the “Transfer Fee“) shall be paid to the Company as a condition to the effectiveness of such transfer. Any transfer that occurs without the acceptance of the Code and Rules and Regulations in effect at the time of transfer or payment of the Transfer Fee shall be void and of no force or effect and shall not confer upon any third party any of the privileges of membership. The transfer of Fire Memberships shall be subject to the approval of the Company and must be consummated in compliance with applicable law (including laws regarding the issuance, sale and transfer of securities).
Section 4.2 Resignation.
(a) A Member may resign from the Club at any time by giving written notice to the Club. Once a Member has submitted written notice of resignation, said resignation request is irrevocable unless otherwise authorized by the Company in its sole discretion. The Company reserves the right to charge a resignation revocation fee. A Member resigning from the Club will be obligated to continue to pay any amounts due in respect of its membership until the effective date of resignation even if the Club Amenities have not been used by the Member. A resigning Member will be permitted to use the Club Amenities as long as the Member is obligated and continues to pay any amounts due under the membership.
(b) The resignation of a Member by the Club shall operate as a full and complete release by the Member of the Company, the Club, the Restaurant, their respective parent corporations, subsidiaries, insurance companies, affiliates and their respective officers, directors, shareholders, employees and representatives of any and all liabilities, claims, demands, actions or causes of action arising out of or related to the resigned membership.
Section 4.3 Transfer of Membership Upon a Member’s Death.
Upon the death of a Member, the individual or entity that inherits the deceased Member’s interest in the Membership may acquire the deceased Member’s membership without the payment of an additional membership fee, subject to the Club’s application and approval process. If an inheriting individual or entity does not exist or does not wish to continue the membership, the membership shall be resigned. The heirs, successors, assigns and estate of the deceased Member shall be liable, to the extent permitted by law, for any membership fees accrued and charges incurred by the Member until the Member’s death.
Section 4.4 Legal Separation or Divorce of Married Members.
If a membership is held by persons in a spousal relationship and the couple is subsequently separated or divorced, all rights, benefits, and obligations of the Club membership will vest in the spouse awarded the membership in the divorce decree or separation agreement. In the absence of a written separation agreement, court order or divorce decree, the membership shall continue in the name of the spouse set forth as the Member. A membership is not divisible. After a divorce or separation is legally finalized, the spouse that is not awarded membership can apply for membership in the same manner as any new candidate for membership, subject to eligibility requirements and acceptance by the Company. During the pendency of any divorce or separation, the Company, in its sole discretion, can suspend charging privileges of anyone using the Club under the membership.
ARTICLE 5
GENERAL CONDITIONS OF MEMBERSHIP
Section 5.1 Ownership Rights.
The Club is not an equity club and, except as specifically set forth in the Membership Documents applicable to Fire Members, no Member shall, by virtue of a membership, be an owner or partner of the Club, the Restaurant or the Company, or have any ownership or equity or other interest in the Club, the Restaurant or the Company or any assets or income of the Club, the Restaurant or the Company. Except as specifically set forth in the Membership Documents applicable to Fire Members, no Member shall have any right to share in or designate the use of revenues, receipts, income or profits from the operation of the Club. Members are not liable for the debts or other obligations of the Club, the Restaurant or the Company.
Section 5.2 Liability for Injuries.
In consideration of the privileges described in this Code, each Member and each person using the facilities, equipment and other Club Amenities through a Member’s membership, expressly agrees that (a) all use of the Club’s and the Restaurant’s facilities, equipment and other Club Amenities is undertaken at the sole risk of the user and the Company, the Restaurant, their respective parent corporations, subsidiaries, insurance companies, affiliates and their respective officers, directors, shareholders, agents and employees shall not be liable for any injuries or damages to any Member or other persons and (b) the Company, the Restaurant and their respective affiliates, officers, directors, shareholders, agents and employees shall not be subject to and are hereby released and forever discharged from any claims or demands whatsoever, including, without any limitation, those claims or demands resulting from acts or omissions of active or passive negligence on the part of the Company, the Restaurant, or their respective affiliates, officers, directors, shareholders, partners, agents or employees.
Section 5.3 Personal Property.
Due to the number of guests and other persons granted access to the Club and the Restaurant, the Company and the Club cannot guarantee the security of personal property. Therefore, each Member and each person using the facilities, equipment and other Club Amenities is required to take precautions against theft and not to encourage theft by failing to properly secure all articles of personal property. In consideration of the privileges described in this Code, each Member and each person using the facilities, equipment and other Club Amenities agrees that the Company is not responsible or liable for articles damaged, lost or stolen in or about the Club, or left in lockers, or for loss or damage to any property, including, but not limited to, automobiles and the contents thereof. Any storage facilities or lockers provided at the Club or Restaurant are offered as a convenience to Members and others and neither the Company nor the Restaurant represents or warrants that the lockers or storage facilities are safe and secure, nor do they guarantee that any items placed therein are or will be secure and accepts no liability for anything removed from such lockers.
Section 5.4 Cancellation Right.
In the event of a dispute between a Member and the Company, the Company, in its sole discretion, shall have the right (but not the obligation) to cancel the Member’s without any further payment to the Member. Upon such cancellation, the Member’s rights and interests in the Club will immediately cease, and the Member shall automatically relinquish any and all claims associated with the membership and the Member’s entitlements under the membership.
ARTICLE 6
FINANCIAL OBLIGATIONS
Section 6.1 Membership Fee.
Each applicant applying for a membership in the Club must pay a membership fee to the Company. The Company shall have the right, in its sole discretion, to establish and amend from time to time the membership fees and any other fees charged as a condition to granting membership in the Club. Membership fees may be repayable, in whole or in part, in accordance with the terms of this Code and the Member’s Application for Membership.
Section 6.2 Personal Liability.
Each Member shall be personally liable for payment of all of the membership fees and assessments with regard to the Member’s membership. Each Member shall also be liable for any charges placed on the Member’s account by the Member or anyone using the Club under the Member’s membership.
Section 6.3 Charges.
A Member shall pay all money owing to the Company when due. Each Member must furnish the Company with at least one valid commercial credit card number and authorize its use by the Company for past due accounts and for occasions when the Member otherwise elects to have amounts owed (e.g., due to use of a house account) charged against the credit card. The Member accepts responsibility for payment for all goods and services it requests and authorizes the Company to charge such goods or services to the Member’s credit card, including, but not limited to, guest fees, food and beverage, and activities/programs offered by the Club. If the Member’s credit card provider does not make the payment or subsequently requires the Company to credit back the payment, the Member will immediately make the payment directly to the Company and the Company may assess a late charge as set out in the Rules and Regulations. In the event the amount charged is in excess of the maximum amount provided for under applicable law, the Company may refund the overpayment without penalty and the applicable provision of the Rules and Regulations shall be deemed to be modified to comply with applicable law. The Member will be solely responsible for ensuring that the Company has a current credit card number and expiration date on file at all times.
Section 6.5 Financial Liability.
A Member shall be liable to pay any losses, damages, costs or expenses (including legal fees and applicable administrative fees) incurred by the Company in relation to (a) its efforts to collect any fees, assessment, charges, late charges, or interest, or in enforcing or defending its rights under this Code or otherwise; (b) any breach of this Code by the Member; or (c) any damage caused by the Member to any property of the Company or any other person.
Section 6.6 Other Rights.
The Company, or its agents or assigns, shall have the right to institute such legal remedies against any Member for collection of any fees, assessments, charges, late charges, interest, legal fees or costs as it deems appropriate. The remedies provided herein are not exclusive and the Company shall have such other remedies as may be provided to it by law. The Company may exercise its rights in such order as it deems appropriate and the exercise of one right or remedy shall not constitute the waiver of any other.
Section 6.7 Setoff.
At any time and from time to time the Company may setoff any and all amounts due and owing a Member by the Company against any and all amounts due and owing the Company by such Member or the Member’s successors or assigns.
Section 6.8 Non-Use.
Waiver of the use or enjoyment of any of the Club Amenities by a Member does not exempt the Member from liability for the payment of fees, charges and assessments. Members are not permitted to temporarily suspend their memberships or financial obligations associated therewith.
ARTICLE 7
OTHER USE PRIVILEGES
Section 7.1 Use of the Club for Promotional Purposes.
The Company may allow its representatives, employees and such other persons as the Company determines appropriate from time to time, to use the Club Amenities. The Company may refer to the Club in its marketing and promotional materials and may, in its sole discretion, restrict or otherwise reserve the Club facilities for maintenance and other special events from time to time.
Section 7.2 Reciprocal Use Arrangements.
The Company, in its sole discretion, may enter into reciprocal agreements permitting members of other private clubs to use the Club facilities, and permitting Members to have comparable privileges at other private clubs (including other restaurants managed by the Company). The Company shall determine the terms and conditions of any such reciprocal agreement.
ARTICLE 8
DISCIPLINARY ACTION
Section 8.1 Grounds.
The Company shall have the power to reprimand, suspend, expel, terminate the membership of or otherwise discipline any Member for (i) committing any violation of this Code or the Rules and Regulations; (ii) conduct unbecoming a Member; (iii) any offense against the best interests of the Club or Club property or any other person; or (iv) other good and sufficient cause determined by the Company. The Company shall also have the power to reprimand, suspend, expel, terminate the membership of or otherwise discipline any Member for nonpayment of accounts as discussed in this Code.
Section 8.2 Notification of Termination or Suspension.
In the event of termination or suspension of membership, the Member shall be notified by an authorized representative of the Company. Notice by any means directed to the Member’s last known address (including e-mail address) or telephone number shall be sufficient. Such notice of termination or suspension may be included with the statement of account mailed to the Member or sent under separate cover.
Section 8.3 Consequences of Suspension or Termination.
ARTICLE 9
CLUB OPERATIONS
Section 9.1 Management and Operations.
Section 9.2 Advisory Board.
The Company may establish an advisory board for the Club (the “Advisory Board“). The Advisory Board shall be comprised of Members and Company representatives and shall, upon request by the Company, provide advice and counsel as to programs, Codes, activities, policies and the operation of the Club. The Company, through its representatives, may appoint the members of the Advisory Board, or set out different methods for the election of the Advisory Board of Governors in the Rules and Regulations. The Advisory Board will serve only in an advisory capacity and cannot give any direction or orders to the Company or employees of the Club. The Company as owner of the Club retains full discretion as to the regulation and operation of the Club.
ARTICLE 10
MISCELLANEOUS
Section 10.1 Notices.
Except where otherwise clearly specified herein, whenever any notice, statement, billing or other communication is required to be given a Member under this Code, it shall be given in writing and shall be sent by either by mail, postage prepaid, addressed to such Member’s last known address on file in the office of the Club, or by e-mail to such Member’s e-mail address on file in the office of the Club as long as the e-mail sender does not receive an undeliverable or unknown recipient e-mail response indicating that the e-mail address is no longer active. Any notice, statement, billing or other communication so sent shall be deemed to have been given and received on the fifth (5th) business day following the date of its deposit in United States mail.
Section 10.2 Amendments.
The Company shall have the right to modify or amend this Code and the Rules and/or Regulations at any time and from time to time in its sole discretion. Modifications or amendments to this Code and/or the Rules and Regulations shall become effective immediately upon the posting of a copy thereof, in a conspicuous place at the Club or the Club’s website or upon the mailing of the amendments to the Members.
Section 10.3 Membership Binding.
By applying for membership each Member agrees to be bound by the terms of this Code and the Rules and Regulations. Each Member agrees that the Membership Documents record the whole of the agreement between the Member and the Company relating to the subject matter of this Code, the Rules and Regulations and the Club Amenities, including the Member’s right to use the Club Amenities.
Section 10.4 Relationship of Parties.
The relationship between the Company and a Member is one of contract, regulating, primarily, a Member’s personal use of the Club Amenities from time to time only, is personal between the parties and does not constitute any other relationship, connection or arrangement of any other nature whatsoever between the Company, the Member and any other person.
