Membership Agreement

This Membership Agreement (Agreement) is between THE WORLDS SPA LLC (doing business as World Spa) (the Spa or Seller) and the undersigned applicant (Member or You). World Spa is located within THE WORLDS SPA LLC building, located at 1571 McDonald Avenue, Brooklyn, NY 11230. This Agreement includes and incorporates by reference the following: (i) the provisions of this Agreement set forth below; (ii) the attached Membership Agreement Terms and Conditions; (iii) the attached World Spa Member Guidelines; and (iv) such rules and regulations as may be posted at the Spa from time to time.

TERM OF AGREEMENT: This Agreement shall be effective from the Execution Date (defined below) to the Commitment End Date (defined below). Your Membership ends on the Commitment End Date and does not renew automatically. To continue, You may purchase a new Membership.

The Effective Date of this Agreement is the date You accept this Agreement at checkout. The Commitment End Date is the date that Your Membership with the Spa will expire based on the term and the start date You select at purchase. You understand that this Agreement cannot be canceled before the Commitment End Date, except as specifically provided for in this Agreement.

PAYMENT: The full Membership fee for the term You select is charged once, at purchase, to the payment card You use at checkout. There are no recurring charges.

NEW YORK CONSUMER’S RIGHT TO CANCELLATION: YOU MAY CANCEL THIS AGREEMENT WITHOUT ANY PENALTY OR FURTHER OBLIGATION WITHIN THREE (3) DAYS FROM THE DATE OF THIS AGREEMENT. NOTICE OF CANCELLATION SHALL BE IN WRITING SUBSCRIBED BY YOU AND DELIVERED IN PERSON OR MAILED BY REGISTERED OR CERTIFIED UNITED STATES MAIL TO BIRCH & OAK AT 1571 McDonald Avenue, Brooklyn, NY 11230 ATTN: MEMBERSHIP DEPARTMENT. SUCH NOTICE SHALL BE ACCOMPANIED BY YOUR COPY OF THIS AGREEMENT, AND ANY OTHER MEMBERSHIP DOCUMENTS PREVIOUSLY DELIVERED TO YOU, ALL MONIES PAID PURSUANT TO THIS AGREEMENT SHALL BE REFUNDED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF SUCH NOTICE OF CANCELLATION. IF YOU HAVE EXECUTED ANY CREDIT OR LOAN AGREEMENT TO PAY FOR ALL OR PART OF THE SPA SERVICES, ANY SUCH NEGOTIABLE INSTRUMENT BY YOU SHALL ALSO BE RETURNED WITHIN FIFTEEN (15) DAYS. SEE SECTION 3 OF THE MEMBERSHIP AGREEMENT TERMS AND CONDITIONS FOR ADDITIONAL CANCELLATION PROVISIONS.

Membership Agreement Terms and Conditions

1. MEMBERSHIP: Your membership with World Spa is a contractual privilege to use the Spa facilities and services, including those within the World Spa located at the same address, and participate in Spa sponsored activities, programs and events (collectively the Spa Facilities) offered from time to time by the Spa to your type of membership during the Spa’s published hours of operation. The Spa reserves the absolute right without notice to add, change, or eliminate any Spa Facilities or membership types and to change its hours of operation. Your membership does not entitle You to any interest or ownership in the Spa or its property and confers no right to participate in the management or operation of the Spa. The membership types, the amount of initiation fees, dues and other charges payable by the members, the suspension and termination of members, and all other matters affecting or relating to your membership shall be in the Spa’s sole discretion.

2. PAYMENTS:

a. Membership Payments. You agree to pay the full Membership fee for the selected term at purchase. Except as stated in this Agreement, all membership fees, dues and other payments are nonrefundable. You shall not be relieved of your obligations to make any such payments and no deduction or refund of dues shall be made for your failure to attend or use the Spa Facilities due to vacation, travel, or other personal commitments.

b. Price. The price You paid for Your term will not change. Prices for future Memberships may change.

c. Payment Disputes. All payment disputes must be submitted in writing to the Spa within 120 days of the disputed charge, to the extent permitted by law.

3. CANCELLATION:

a. Reinstating Membership after Cancellation. After cancelling pursuant to the initial (3) three-day cancellation period set forth in the New York Consumer’s Right To Cancellation section of this Agreement, any individual wishing to reinstate their membership will be required to pay all dues, fees, and other payments charged to new members at the rate in effect at the time of reinstatement.

b. Cancellation by the Spa. The Spa may suspend or cancel your membership at any time for (1) any breach of this Agreement; or (2) any violation of the Guidelines or other rules and regulations of the Spa. The Spa also has the right to cancel your membership at any time, for any reason, with or without cause. You will remain liable for payment of all dues, fees, and other charges for periods prior to the effective date of cancellation. No refunds shall be made for membership dues and other payments. If your membership is terminated for cause, the Spa reserves the right to retain all dues already paid for the applicable term of the Agreement.

4. GUIDELINES, RULES, AND REGULATIONS: You agree to abide by the attached World Spa Member Guidelines, and all rules and regulations of the Spa, as the same may be amended from time to time at the Spa’s sole discretion. Any member who, in the sole determination of the Spa, violates the Spa’s Guidelines, rules or regulations, or is loud, offensive, uses profanity, harasses, is bothersome to other members, guests or employees or otherwise behaves in an inappropriate or unbecoming manner, may be suspended or terminated by the Spa.

5. MEMBER’S HEALTH WARRANTY: You represent that You are in good health and have no disability, impairment. injury, disease or ailment, preventing You from engaging in any of the services provided at THE WORLDS SPA LLC or which could cause increased risk of injury or adverse health consequences as a result of such services. You assume full responsibility for your use of the Spa and THE WORLDS SPA LLC facilities and shall indemnify THE WORLDS SPA LLC and the Spa, its affiliates, agents and employees, against any and all liability arising out of your use of THE WORLDS SPA LLC and club facilities. A physical exam by your physician is recommended before commencing any exercise program and especially if You are elderly, pregnant, or unaccustomed to physical exertion.

6. ACKNOWLEDGEMENT OF RISK: You, on behalf of yourself, and any dependent(s) and guests, represent that, You understand that the use of the Spa Facilities, including but not limited to the Spa and its services, includes an inherent risk of minor or major life-threatening injury to persons and property, and death. You understand that risk of injury to persons and property includes, but is not limited to, injuries arising from or relating to (a) the use by You, your dependent(s), guests or others of the spa services and equipment, locker rooms, wet areas and other Spa Facilities; (b) participation by your dependent (s), guests or others in any supervised and unsupervised activities, programs, events on or off the Spa premises, including any the Spa sponsored activities and events; (c) any personal training, personal care, instruction, supervision or dietary recommendations by the Spa or its staff; (d) medical disorders that may occur from use of the Spa Facilities such as heart attack, stroke, death, heat stress, and allergic reactions to products or services among others; (e) accidents that may occur anywhere in or around the Spa (including common areas, spa service areas, locker rooms, steam rooms, pool areas, saunas, etc.) or while participating in activities or events sponsored by the Spa or while traveling to or from the Spa; and (f) theft or loss of property while using the Spa Facilities. Accidental injuries include those caused by You or by other persons and those, for example, of a slip and fall nature. You, your dependent(s) and guests agree to use due care when using any the Spa Facilities and/or when participating in any Spa sponsored outside activities and events.

7. DAMAGE TO PROPERTY: You understand and agree that the Spa is not liable for loss, damage or theft of your personal property or that of your guests while in or on the Spa Facilities. You shall be responsible for any and all damage to any Spa property caused by You, your guests, or your dependent children.

8. INDEPENDENT CONTRACTORS: From time to time the Spa will make available to You and your guests the services of independent contractors. The Spa does not warrant or guarantee the quality of these services and does not guarantee that these services will remain available to You or your guests for any period of time, and hereby disclaims all liability arising out of such services,

9. SEVERABILITY: If any provision or any part of any provision of this Agreement is held unenforceable, such provision or portion thereof, shall be severed from this Agreement, and such unenforceability shall not affect the other provisions of this Agreement.

10. NOTICES: Please remember to inform the Guest Service Agents of any address or payment changes. Any notice given under this Agreement, shall be considered delivered when mailed to your address listed on the front of this Agreement or as later changed by written notice to the Spa. Any notice You send to the Spa shall be considered delivered only when received by the Spa.

11. ASSIGNMENT: The Spa may assign this Agreement in its sole discretion. You may not assign this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns.

12. COUNTERPARTS: This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be exchanged by fax or electronic means (e. g., PDF), all of which shall be binding.

13. ENTIRE AGREEMENT: This Agreement and its included parts contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any discussions, offers, proposals, agreements or promises with respect thereto. This Agreement may be modified only by a written amendment signed by You and the General Manager. Employees are not authorized to make any independent agreement.

14. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions arising under this Agreement shall be exclusively brought in a state or federal court in the City of New York.

15. ATTORNEYS’ FEES. If any action, suit, or other proceeding is brought relating to the enforcement or interpretation of this Agreement, the prevailing party shall recover all of such party’s reasonable fees and expenses, including attorneys’ fees and expenses incurred in connection with such action. This section shall not be deemed to provide for the award of attorneys’ fees for personal injury, or non-contractual claims.

World Spa Member Guidelines

1. World Spa Hours: The World Spa will be open to all guests on publicly available Operating Hours. Please check our website for the most updated hours.

2. Birch & Oak Operating Hours: B&O will be open to Members, guests of Members, and individuals with VIP Guest Passes. Please check our website for the most updated hours.

3. Dress Code: Members, their guests, and any other individual visiting Birch & Oak or the REN Restaurant are expected to be dressed in an appropriate casual fashion. Robes, slippers, and other spa amenities must be worn while in the World Spa Lounge area, and may be worn at B&O, but are not permitted to be worn at the REN Restaurant.

4. Responsibility of Care: The Spa shall exercise due diligence in protecting the property of members and guests, but its responsibility for any loss or damage of such property may be limited by law.

5. Personal Property: Each member as a condition of membership and each guest as a condition of invitation to the Facilities assumes sole responsibility for his or her property. The Property shall not be responsible for any loss or damage to any personal property used or stored on the Facilities, whether in lockers or elsewhere, or in the members’ cars, or if such personal property is stolen or otherwise subject to theft. Any such personal property which may have been left in or on the Facilities at the Property for six months or more without payment of storage thereon may be sold or otherwise disposed of by the Property, with or without notice, at a public or private sale, or may be otherwise disposed of, and the proceeds, if any, may be retained by the Property.

6. Damage Caused by Member: Every member shall be liable for any property damage caused by the Member, any guest or any family member or the removal of any items of Spa or THE WORLDS SPA LLC property by the member or his or her family or guest. The cost of such damage or removed item shall be charged to the responsible member’s account.

7. Smoking: Smoking is prohibited inside B&O and all THE WORLDS SPA LLC facilities except where designated. There is an indoor patio area and an outdoor area connected with the Club where smoking is permitted.

8. Children: People under the age of 18 are not permitted entry to Birch & Oak.

9. Animals: No animals or pets are permitted anywhere on THE WORLDS SPA LLC premises with the exception of service animals.

10. Firearms & Weapons: Firearms and weapons are strictly forbidden anywhere on THE WORLDS SPA LLC premises. The only exceptions are for personnel employed or retained by the Club and/or THE WORLDS SPA LLC to provide security, and law enforcement personnel on official business.

11. Mobile Phones and Similar Devices: To protect the relaxed Spa atmosphere, members and guests are prohibited from using their phones or similar devices in any way that poses a distraction to others, including but not limited to engaging in phone conversations or otherwise allowing sound to emanate from the device. Phones should remain in the silent mode at all times when in the Spa and Club. Any phone conversations should be conducted only in the limited and dedicated areas for phone use. Please be aware of your surroundings. Members should use devices so as not to interfere with another member’s use and enjoyment of the Facilities.

12. Lost & Found: The Spa will not be responsible for the loss or damage to property of members and their guests on the property, whether in lockers, cabanas or elsewhere, or such property is otherwise stolen.

13. Member Treatment of Employees: Members and their guests may not abuse any of the Property’s employees, verbally or otherwise. Violation of this rule shall result in membership revocation or other disciplinary action determined by the Property. All service employees of the Property are under the supervision of the General Manager and no member or guest shall reprimand or discipline any employee, nor shall a member request an employee to leave the Facilities for any reason. Any employee not rendering courteous and prompt service should be reported to the management of the Property immediately.

14. Profanity: Profanity should not be directed at the Spa or other THE WORLDS SPA LLC staff and should not be spoken so as to be heard by other members, and doing so may result in the revocation of the membership.

15. Linens: Towels and robes received upon Spa check-in must be returned to the reception area upon exiting the facilities; failure to do so will result in a charge assessed to the member’s account.

16. Membership Band: Each member with charging privileges will be issued an electronic membership band for their exclusive use only. Member MUST carry and/or wear their band with them at all times while on property. This band must be presented when using THE WORLDS SPA LLC facilities and making any purchases within THE WORLDS SPA LLC property. Membership bands are not transferable and are for the individual Member’s use only. In the event of a lost or stolen membership band, the Spa must be notified immediately. Until notification of band loss or theft is received in writing by the Spa, the Member shall be responsible for all charges placed on the account. A band replacement fee as determined by the Spa may be charged for lost or stolen membership cards or in any situation where the Property account number is changed.

17. Number of Guests Per Visit: Membership is exclusive to each individual and does not include the individual’s spouse or family. However, Members may bring up to two (2) guests, to enjoy access to the Spa each visit. Guests’ access and use of the Spa is complimentary and permitted as long as the Member is present. Guests will be charged for any spa services they wish to receive. Members may bring additional guests by purchasing VIP Guest Passes. Members may bring an unlimited number of guests to dine at the REN Restaurant. Such guests will not be permitted to enjoy the Spa beyond their dining experience unless VIP Passes have been purchased for such guests.

18. General: Member guests will be entitled to use THE WORLDS SPA LLC facilities only in accordance with the privileges of the membership, Food and beverage from outside vendors will not be permitted without exception on property. Although it is the intention of the Spa to accommodate guests without inconvenience to the Members, the Spa reserves the right to restrict or exclude guests or reduce the number of allowed guests during certain days or times. Guest privileges may be denied, withdrawn or revoked at any time for reasons considered sufficient by the Spa, in its sole and absolute discretion.

19. Accompaniment Requirement: Guests must be accompanied by the Member to gain entry and at all times while at the Property.

20. Membership Privileges: Your Spa membership (“Summer Pass (Mid Week)” membership excluded) includes a number of exclusive benefits available only to Spa Members. While these privileges are subject to change at any time, with or without notice, they presently include:

a. Unlimited Spa Access. Members will receive complimentary access to open amenities at the Spa (e.g., saunas, lounging areas) and are encouraged to enjoy such amenities for as long as they would like during business hours.

b. Priority Check-In. Members will have access to an express Members’ only check-in line.

c. VIP access to special events throughout the year.

d. Priority access to all Spa services.

e. Exclusive Spa Services. Members will have exclusive spa services not available to any other guests. These exclusive experiences can be found on our website and are notated as members’ only. Please note that these exclusive spa services are not available to guests of members. As with all other spa services, these experiences require advance booking.

f. Priority advance bookings for private cabanas at the Spa.

g. Complimentary, unlimited usage of banyas, saunas, and hammams in the Spa, with no need for advance booking.

h. VIP Membership Band.

i. Members’ First Look. Members will have the exclusive opportunity to gain first access to all new items and services launched that the Club and the Spa. This includes, but is not limited to, first access to booking new spa services, spa journeys, and tastings of new and seasonal items on our menus. We will email Members in advance of the launch of these new products.

j. Daily Valet Parking. Members are entitled to free valet parking for one vehicle per day, during hours of Club operations. Members must register their vehicle with the Spa in advance by providing their license plate number, and the make, model, and year of their vehicle. Members may only register one vehicle for valet parking at a time.

k. Priority reservations at the REN Restaurant.

l. Access to the REN Restaurant Wine Room. Whether dining in REN or at the Spa level. members will have access via the membership band to the Wine Room at REN. Members are encouraged to enter, view our wide selection of wines, and select a bottle of wine to purchase with the assistance of the Ren team. The wine selected will then be served to members and their guests in the dining area of REN.

m. Access to the Cigar Humidor Suite, At the Spa level, Members will have exclusive access to our glass-enclosed, walk-in humidor suite. For an additional monthly charge, Members can store their cigars in a private locker within the humidor suite and will receive a wood case with a personalized plaque identifier for their cigars. Members may also enjoy their cigars in designated areas at the Spa. Please note our smoking policy above.

n. Personalized, priority service when booking private events at the Spa.

NOTICE TO MEMBER: Do not sign this agreement before you read it or if it contains any blank spaces to be filled.

BY CHECKING THE BOX AT CHECKOUT, You agree that You have read, understood and received a complete copy of this Agreement. You agree to be bound by the Membership Agreement Terms and Conditions, the Guidelines of the Spa, and such rules and regulations as may be posted at the Spa from time to time, all of which are incorporated by reference in this Agreement. This Agreement will become effective when You accept it at checkout.