THIS MEMBERSHIP AGREEMENT (this “Agreement”) is agreed to by the Member, as defined below, as of the day on which such Member submits a membership application, accepts these terms, or otherwise enrolls in membership at The Vine Lexington, located at Lexington, Kentucky (street address to be confirmed).
The owner, operator, successor, or assign(s) of the Facility is referred to in this Agreement as “The Vine Lexington.”
Recitals
The Facility is operated as a private membership social club with ancillary facilities and amenities at Lexington, Kentucky (street address to be confirmed). Member desires membership at the Facility and the opportunity to enjoy certain Membership Privileges, as defined below, and hereby agrees to become a member on the terms and conditions set forth in this Agreement.
For good and valuable consideration, Member covenants and agrees as follows:
1. Member
For purposes of this Agreement, the term “Member” means the person identified as such through the membership enrollment process on the Facility website, membership application, or member portal.
The term “Membership” refers to Member's membership at the Facility and the accompanying Membership Privileges reflected in this Agreement.
2. Membership
Subject to the terms of this Agreement and to the extent Member remains current on payment of membership dues for the applicable Membership Type, Member shall maintain Membership Privileges for a period of one year, active from the Effective Date.
This Agreement and Member's Membership Privileges shall automatically renew for additional one-year periods at the end of the then-current term unless Member notifies The Vine Lexington in writing of intent not to renew no less than thirty days prior to the end of the then-current term.
During each renewal term, the terms of this Agreement shall continue to apply, except that Member's Membership Dues may increase from time to time after the initial term to the then-current rate listed on the Facility website, membership portal, or other official membership materials.
Payment of Membership Dues does not give Member any ownership or other rights in The Vine Lexington, the Facility, or any related entity.
This Agreement and the Membership Privileges granted under it are personal to the Member and may not be sold, transferred, sublicensed, or assigned by Member, voluntarily or by operation of law, without the prior written consent of The Vine Lexington, which may be withheld in The Vine Lexington's sole discretion.
Any attempted assignment or transfer in violation of this section shall be null and void.
The Vine Lexington may revoke a Membership, at its sole discretion, for violations of this Agreement, violations of the rules and regulations of the Facility, referred to in this Agreement as the “Rules,” or conduct causing harm or reputational damage to the Facility or The Vine Lexington.
No Membership Dues shall be refunded upon revocation or suspension, except as expressly provided in this Agreement or required by applicable law.
3. Membership Privileges
For the duration of the Membership term and subject to Member's Membership Type, Member will receive certain benefits, referred to in this Agreement as “Membership Privileges.”
Membership Privileges may include:
- Access to the facility, including social areas, restaurant areas, coworking areas, pool, and other member spaces during regular operating hours;
- Discounts on event and function bookings at rates established by The Vine Lexington from time to time;
- Priority access to Facility events, subject to capacity and availability;
- Access to reciprocal club benefits with participating social clubs, if offered by The Vine Lexington; and
- Local partner discounts with participating businesses, if offered by The Vine Lexington.
The Vine Lexington reserves the right to modify, suspend, or discontinue any or all Membership Privileges at any time, in its sole discretion, without liability to Member.
Membership Privileges are non-transferable, have no cash value, and may not be redeemed for cash or credit.
Participation by reciprocal clubs and local partners is subject to change without notice, and The Vine Lexington makes no representation or warranty regarding the continued availability of any reciprocal or partner benefit.
4. Membership Types
The Vine Lexington provides various Membership Types with differing benefits, eligibility requirements, and pricing.
All Members retain Facility access during operating hours, except during private events, closures, restricted events, maintenance, or other operational needs. No reduction to Membership Dues will be made due to private-event-related inconvenience or temporary access restrictions.
As of the Effective Date, Member is designated for the Membership Type set forth in Member's application as approved by The Vine Lexington.
The Vine Lexington reserves the right to change Member's Membership Type at any time where The Vine Lexington determines, in its sole discretion, that Member no longer qualifies for the designated Membership Type.
Any change in Membership Type may result in a corresponding adjustment to Member's Membership Dues and Membership Privileges.
Member may change Membership Type, if eligible for the requested type, prior to the end of the initial term or any renewal term, subject to the notice requirements set forth in this Agreement.
Under 30 Membership is available only to Members who meet the applicable age eligibility requirement. Upon aging out of the Under 30 Membership requirement, Member's Membership will automatically convert to a House Membership and Member will be charged the then-current House Membership rate using the payment method on file.
The Vine Lexington reserves the right to change the name of the Facility at any time and from time to time, in its sole discretion, without notice to Member and without affecting the validity or enforceability of this Agreement. Any reference in this Agreement to “The Vine Lexington” or the “Facility” shall be deemed to refer to the Facility as operated under any successor name adopted by The Vine Lexington.
5. Membership Dues & Payment Options
Subject to this Agreement, Member agrees to pay Membership Dues to an account designated by The Vine Lexington.
Membership Dues may be paid as follows:
- Annually, with any applicable annual prepayment discount or benefit established by The Vine Lexington, and charged automatically to the payment method on file on or around the same date each year for any renewal term; or
- Monthly, in advance, and charged automatically to the payment method on file on or around the same date each month during the term.
The Vine Lexington reserves the right to modify, discontinue, or substitute available payment options at any time.
Membership Dues and all other charges may be paid by credit card, debit card, ACH debit, or other payment methods accepted by The Vine Lexington.
Credit card payments may incur a convenience fee of three percent, which will be added to the amount charged.
The Vine Lexington reserves the right to add, remove, or modify accepted payment methods at any time.
Member shall maintain a valid payment method on file with The Vine Lexington at all times and shall update such information no later than forty-eight hours following any cancellation, expiration, or other failure of the payment method on file.
Failure to maintain a valid payment method, or any late or missed payment, may result in suspension or termination of Membership Privileges and may require Member to prepay future Membership Dues in advance of the applicable due date.
6. Permitted Use
Member may use the Facility solely for lawful purposes consistent with the nature of the Facility as a private membership social club with ancillary facilities and amenities, including restaurant, coworking, social, event, pool, and related operations, and subject at all times to the Rules and this Agreement.
Member's use of the Facility is a personal privilege and not a property right, and is conditioned upon Member's continued compliance with this Agreement and the Rules.
Member shall not use the Facility or any portion thereof:
- For any unlawful purpose or in violation of any applicable law or regulation;
- In any manner that interferes with or diminishes the enjoyment of other Members, guests, or employees;
- To conduct any commercial activity, solicitation, or promotion without The Vine Lexington's prior written consent;
- To harass, threaten, or engage in discriminatory conduct toward any person at the Facility;
- To bring onto the premises any firearm, weapon, illegal drug, or controlled substance except as permitted by applicable law;
- To damage, deface, or tamper with any Facility property or equipment; or
- In any manner inconsistent with the character and standards of a private membership social club, as determined by The Vine Lexington in its sole discretion.
The Vine Lexington may adopt, amend, supplement, or repeal the Facility Rules at any time. Notice of changes to the Rules may be provided by posting updated rules on the Facility website or premises, by email to Member's address on file, or by such other means as The Vine Lexington deems appropriate.
Member's continued use of the Facility following notice of any amendment shall constitute Member's acceptance of the amended Rules.
7. Guests
Member may bring guests to the Facility subject to the then-current guest policy set forth in the Rules, as amended from time to time.
The Vine Lexington reserves the right to limit the number of guests per Member per visit, require guest registration, require reservations for larger groups, and charge guest fees at rates posted on the Facility website or otherwise communicated by The Vine Lexington.
Member is solely responsible for the conduct of Member's guests and for all charges incurred by such guests.
The Vine Lexington reserves the right, in its sole discretion, to deny entry to or remove any guest from the Facility, and to prohibit any individual from returning as a guest, without liability to Member.
A guest's misconduct or violation of the Rules may, in The Vine Lexington's discretion, result in disciplinary action against the sponsoring Member, including suspension or termination of Membership.
8. Age Restrictions
Member acknowledges that certain areas of the Facility, including without limitation bars, pool areas, and any areas where alcohol is served, may be restricted to persons of legal drinking age in the applicable jurisdiction.
Member assumes full responsibility for ensuring that any minor guest accompanying Member complies with all applicable age restrictions and the Rules.
The Vine Lexington reserves the right to require proof of age from any individual and to deny access to any restricted area or to the Facility as a whole to any person who fails to provide satisfactory proof of age.
9. Indemnification; Assumption of Risk
Member agrees to indemnify, defend, and hold harmless The Vine Lexington and its owners, officers, directors, representatives, employees, subsidiaries, affiliates, vendors, and agents from and against any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or relating to:
- Any act or omission of Member or Member's guests at the Facility or in connection with the Membership;
- Member's use or misuse of the Facility, its amenities, or any equipment therein;
- Member's breach of this Agreement, the Rules, or any applicable law or regulation;
- Any claim by a third party arising from Member's conduct at the Facility; or
- Any bodily injury, death, or property damage caused by Member, Member's family members, or Member's guests.
Member voluntarily assumes all risks, known and unknown, associated with use of the Facility and its amenities, including without limitation the pool, fitness areas, rooftop or outdoor areas, and any other areas or equipment made available to Members.
Such risks include, but are not limited to, accidental injury, drowning, slip and fall, collision, equipment malfunction, and any injury resulting from the acts or omissions of other Members, guests, or third parties.
Member acknowledges that The Vine Lexington does not represent that the Facility is risk-free and that Member's participation is voluntary.
The indemnification and assumption of risk obligations set forth in this section shall survive the expiration or earlier termination of this Agreement.
10. Facility Waiver, Release of Liability & Indemnification
PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS A WAIVER OF IMPORTANT LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE VINE LEXINGTON AND ITS AFFILIATES.
In consideration of The Vine Lexington's acceptance of Member's application and the grant of Membership Privileges, and for other good and valuable consideration, Member, on behalf of Member and Member's heirs, executors, administrators, legal representatives, successors, and assigns, hereby waives, releases, and forever discharges The Vine Lexington and its owners, officers, directors, representatives, employees, subsidiaries, affiliates, vendors, agents, successors, and assigns, referred to in this Agreement as the “Released Parties,” from any and all liability, claims, demands, actions, damages, costs, or expenses arising out of or relating to:
- Member's Membership;
- Member's use of the Facility or any of its amenities or equipment;
- Any condition of the Facility premises;
- The acts or omissions of other Members, guests, employees, or third parties at the Facility; or
- Any temporary closure, event, emergency, or circumstance beyond The Vine Lexington's reasonable control.
Member agrees not to sue The Vine Lexington or any Released Party with respect to any claim released herein.
This waiver and release is intended to be as broad and inclusive as permitted by the laws of the applicable jurisdiction.
Member expressly agrees that this release extends to claims arising from the negligence of the Released Parties, to the fullest extent permitted by applicable law.
If any portion of this release is held unenforceable, the remaining portions shall continue in full force and effect, and the unenforceable portion shall be modified to the minimum extent necessary to make it enforceable.
This waiver, release, and covenant not to sue is binding upon Member and Member's heirs, executors, administrators, guardians, legal representatives, successors, and assigns, and shall inure to the benefit of each of the Released Parties and their respective successors and assigns.
11. Early Termination or Suspension of Membership
Membership is an annual commitment unless otherwise stated.
Unless Member provides written notice at least thirty days prior to the renewal date, Membership will automatically renew and Member remains fully liable for Membership Dues for the renewal term.
Early termination or suspension decisions are at The Vine Lexington's sole discretion.
Default of the membership commitment due to non-payment, conduct issues, or violation of this Agreement or the Rules may result in forfeiture of outstanding credits, discounts, or privileges, if any.
12. Photographs, Video, and Social Media
Member acknowledges that photographs and video may be taken at the Facility from time to time by The Vine Lexington or its designees.
Member grants The Vine Lexington a perpetual, royalty-free, worldwide license to use Member's name, image, and likeness as captured in such photographs or video for marketing, promotional, website, public relations, and social media purposes, without compensation to Member.
Member agrees not to post, publish, or share any photographs, video, or other content depicting the Facility, its staff, or other Members in a manner that is defamatory, disparaging, or otherwise harmful to the reputation of The Vine Lexington.
The Vine Lexington reserves the right to request removal of any such content, and Member agrees to promptly comply with any such request.
Professional photography, filming, commercial content, or photoshoots require prior written approval from The Vine Lexington and possible fees.
13. Data Privacy and Communications Consent
By enrolling as a Member, Member consents to The Vine Lexington's collection, storage, and use of Member's personal information, including name, contact information, payment data, and usage history, for purposes of administering the Membership, operating the Facility, processing payments, and communicating with Member regarding Membership matters, events, and promotions.
The Vine Lexington may share Member's personal information with third-party service providers acting on The Vine Lexington's behalf.
Member consents to receive communications from The Vine Lexington by email, SMS, telephone, mail, or member portal notification at the contact information on file.
Member may opt out of promotional communications at any time by following the unsubscribe instructions included in such communications, provided that The Vine Lexington may continue to send transactional, billing, legal, operational, and membership-related communications regardless of opt-out.
14. Intellectual Property
Member is granted no license or right to use any names, logos, trademarks, service marks, trade dress, or other intellectual property associated with The Vine Lexington or the Facility without the prior written consent of The Vine Lexington in each instance.
Member shall not use The Vine Lexington's name, logo, marks, or brand identity in any manner that suggests endorsement, sponsorship, or affiliation with The Vine Lexington, or in connection with any commercial activity, without such consent.
15. Governing Law and Venue
This Agreement is governed by the laws of the applicable jurisdiction, without regard to its conflict-of-laws principles.
Any dispute, claim, or controversy arising out of or relating to this Agreement, the Membership, the Facility, or the breach, termination, enforcement, interpretation, or validity of this Agreement shall be subject to the exclusive jurisdiction and venue of the state courts located in the applicable jurisdiction, or, if there is federal jurisdiction, the United States District Court having jurisdiction over Lexington, Kentucky.
The Vine Lexington and Member expressly consent to the personal jurisdiction and venue of these courts.
The prevailing party in any legal action or collection proceeding arising out of or related to this Agreement shall be entitled to recover reasonable attorneys' fees, court costs, and collection costs to the extent permitted by applicable law.
16. Assignment
Member may not assign, delegate, sublicense, or otherwise transfer this Agreement or any of Member's rights or obligations under it, in whole or in part, without the prior written consent of The Vine Lexington, which may be withheld in The Vine Lexington's sole discretion.
Any attempted assignment or transfer by Member without such consent shall be void and of no force or effect.
The Vine Lexington may, without Member's consent, assign or transfer this Agreement, in whole or in part:
- To any purchaser or transferee of all or substantially all of the assets of The Vine Lexington or the Facility;
- To any subsidiary, affiliate, successor, owner, operator, or management company of The Vine Lexington;
- To any lender, mortgagee, landlord, or beneficiary of a deed of trust that holds or is granted a security interest in or lien upon the Facility or the assets of The Vine Lexington; or
- In connection with any sale, merger, consolidation, financing, management change, or other transaction involving the Facility.
In the event of an assignment, the assignee may assume The Vine Lexington's obligations under this Agreement arising from and after the date of assignment, and the assignor may be released from further liability under this Agreement to the extent permitted by applicable law.
17. Force Majeure
The Vine Lexington shall not be liable to Member for any failure or delay in performing its obligations under this Agreement, or for any closure or reduction in Facility access, arising from causes beyond The Vine Lexington's reasonable control.
Such causes may include, without limitation, acts of God, fire, flood, earthquake, pandemic, epidemic, governmental order or regulation, labor disputes, utility failures, emergency repairs, severe weather, civil unrest, or other events beyond The Vine Lexington's reasonable control, each a “Force Majeure Event.”
During a Force Majeure Event, The Vine Lexington's obligations under this Agreement shall be suspended for the duration of the event.
The Vine Lexington may, in its sole discretion, provide a pro-rata credit of Membership Dues for any period of complete Facility closure exceeding thirty consecutive days due to a Force Majeure Event, but shall have no obligation to do so unless required by applicable law.
A Force Majeure Event shall not give Member the right to terminate this Agreement or receive a refund of Membership Dues except as expressly provided herein or required by applicable law.
18. Member Acknowledgment
Member represents, warrants, and acknowledges the following as a material inducement to The Vine Lexington's acceptance of Member's application:
Authority and Capacity
Member is at least twenty-one years of age, legally competent to enter into this Agreement, and has full authority to do so.
Member represents that all information provided in connection with enrollment is true, accurate, and complete, and Member agrees to promptly notify The Vine Lexington of any changes within five business days.
Payment Obligations
Member agrees to pay all Membership Dues, fees, and charges by the applicable due date, and authorizes The Vine Lexington to charge the payment method on file for all amounts due, including dues, guest fees, food and beverage charges, event charges, and any other charges incurred by Member or Member's guests.
Member's payment obligations survive the expiration or termination of this Agreement.
No Offset
Member shall have no right to offset, withhold, or reduce any amounts due under this Agreement for any reason, including any alleged breach by The Vine Lexington or dissatisfaction with the Facility or Membership Privileges.
Past-Due Amounts and Remedies
Member acknowledges that The Vine Lexington reserves the right to take any and all lawful action to collect past-due amounts, including without limitation:
- Charging any payment method on file for Member's account, including any backup payment method;
- Suspending or terminating Member's access to the Facility and Membership Privileges until all past-due amounts are paid in full;
- Assessing interest on all past-due amounts at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid;
- Assessing a returned payment fee of Twenty-Five Dollars for each credit card charge, ACH debit, or check that is dishonored, rejected, or returned for any reason;
- Referring Member's account to a collections agency or outside counsel, in which case Member shall be responsible for all collection costs, attorneys' fees, court costs, and any other expenses incurred by The Vine Lexington in connection with such collection efforts; and
- Reporting delinquent accounts to credit reporting agencies to the extent permitted by applicable law.
19. Notices
Any notice required or permitted under this Agreement shall be in writing and deemed duly given:
- Upon personal delivery to the receiving party;
- One business day after deposit with a nationally recognized overnight courier, addressed to the receiving party at the address below; or
- Upon confirmed transmission by email to the address on file for Member or, for notices to The Vine Lexington, to the email address posted on the Facility website or listed below.
The Vine Lexington's address for notices:
The Vine Lexington
Street address to be confirmed
Lexington, Kentucky
Email: the membership team (contact details to be confirmed)
Member's address for notices shall be the address on file with The Vine Lexington at the time notice is given.
House Rules
The following House Rules are incorporated into the Membership Agreement and may be amended by The Vine Lexington from time to time.
Billing
Membership fees are due according to the billing schedule associated with Member's Membership Type.
Outstanding balances may result in suspension or termination of Membership and the involvement of a collections agency.
The Vine Lexington may increase membership pricing from time to time and will provide notice to Members as required by this Agreement or applicable law.
Cancellations
Cancellation and non-renewal requests must be submitted in writing to the membership team at: the membership team (contact details to be confirmed)
Annual Memberships are annual commitments, in effect for one year from the Effective Date and automatically renewed for the upcoming year unless Member notifies The Vine Lexington not less than thirty days prior to the anniversary date of renewal.
If Member fails to give written notice of intent not to renew, Member remains fully liable for Membership Dues associated with the applicable renewal term.
Decisions regarding early termination or suspension of Membership will be determined by The Vine Lexington in its sole discretion.
Month-to-month Memberships, if offered, require thirty days' cancellation notice unless otherwise stated.
Rejoining
If an individual requests to rejoin The Vine Lexington after cancelling, The Vine Lexington may require repayment of missed dues, payment of a new initiation fee, payment of past-due balances, or other rejoining requirements, as determined by The Vine Lexington in its sole discretion.
Refunds
The Vine Lexington does not issue refunds on dues or initiation fees after a membership application is submitted, except in the case of a billing mistake or as otherwise required by applicable law.
Refunds are not issued if Members do not utilize the Facility.
Guests
Members may bring guests into the Facility subject to the then-current guest policy.
Guests cannot check in without the Member, must be accompanied by the Member unless otherwise approved, and must comply with all Rules upon entering the Facility.
Member is responsible for the actions, behavior, and charges of Member's guests.
Private Parties
From time to time, areas of the Facility may be reserved for private dining, private events, or member programming.
The Vine Lexington will make reasonable efforts to notify Members of major schedule changes or closures through the member portal, website, email, signage, or other communication methods.
Members may receive discounts for private event room rentals if such discounts are offered by The Vine Lexington. Member must be an active member at the time of the event for any member discount to apply.
Food & Beverage
Outside food and beverages are not allowed unless expressly approved by The Vine Lexington in writing.
Outstanding food and beverage bills may be charged to the payment method on file.
Outstanding balances may lead to suspension of Membership, fees, interest, and/or collection-agency involvement until settled.
Reservable Spaces
Reservable rooms and spaces must be used for their intended purposes and may require advance booking.
The Vine Lexington may limit use of reservable spaces to ensure fair access for Members.
Pets
No pets are allowed unless expressly approved by The Vine Lexington.
Trained service animals are allowed as required by applicable law.
Prohibited Items
Firearms, illegal drugs, tobacco, cigarettes, cigars, vaporizers, and other prohibited items are not allowed at the Facility, including exterior areas, except where otherwise required by applicable law.
Members are not permitted to smoke or vape within 50 feet of the property.
Conduct
Members are required to abide by the rules of courtesy, dignity, and good conduct.
Every Member is responsible for the actions and behavior of their guests.
Complaints regarding a Member or guest should be submitted to the membership team.
The Vine Lexington has the right to refuse service, remove individuals from the Facility, suspend Membership, or terminate Membership at any time without refund on paid dues.
Harassment, discrimination, and unwanted physical contact may be subject to immediate termination of Membership without warning.
Privacy and Photos
Use of The Vine Lexington's identity is not allowed without written permission.
Photoshoots, filming, press, or commercial content require prior approval.
By agreeing to the membership terms during the application process, Member acknowledges and consents that images or videos taken by The Vine Lexington's team may be used for promotional or marketing purposes without further approval.
Pool
No running, jumping, diving, or glass is permitted in the pool area.
Because no lifeguard may be on duty, Members and guests are responsible for safe swimming practices.
Pool access may be limited by age, operating hours, weather, maintenance, private events, or special programming.
Personal Property
Members and guests are responsible for their personal property.
Lost and found items can be retrieved from the designated Facility contact.
Items unclaimed for a period determined by The Vine Lexington may be donated, discarded, or otherwise handled in The Vine Lexington's discretion.
Parking
Designated parking areas, if any, are provided for convenience; however, parking is at Member's and guests' own risk. The Vine Lexington disclaims liability for theft, damage, parking violations, or towing. Overnight parking is not permitted unless expressly approved by The Vine Lexington.
Out-of-Town Membership Eligibility
Out-of-town membership, if offered, is reserved for individuals whose primary residence is located more than 50 miles from the Facility.
Members may be required to provide proof of primary residence at the time of application and periodically thereafter to maintain eligibility.
Corporate Membership Eligibility
Corporate Membership, if offered, may be available to companies enrolling multiple members under the same company account.
The annual agreement and payment terms still apply regardless of whether membership-holder personnel at the company changes.