This Membership Agreement (“Agreement”) is entered into as of the date of Member’s signature (the “Effective Date”) by and between St. Louis Magazine, LLC, a Missouri limited liability company (the “Company”) and the Member signing this Agreement (the “Member”). The Company and the Member may be collectively referred to as the “Parties” and individually as a “Party.”

1. Program. The Company, through its Third Party Providers, will provide the Member some or all of the following benefits via a membership-based program: (i) exclusive or early access to events, experiences, and/or restaurants, (ii) discounts, promotional offers, and perks to events, experiences, and/or restaurants, (iii) member-only opportunities, including invitations, announcements, and access to limited-availability offerings, and/or (iv) such additional features, benefits, or services as the Company may make available from time to time in its sole discretion ((i)-(iv), collectively the “Program”). Such Program is dynamic and subject to change, with the Company (a) reserving the right to add, remove, modify, or discontinue any aspect of the Program at any time, without notice and (b) not guaranteeing any minimum savings, value, or frequency of offers with respect to the Program. As of now, the Program includes a print subscription to St. Louis Magazine (if you are an existing print subscriber to St. Louis Magazine at the time you enroll in a Membership, you will receive a one (1) year extension to your current print subscription, provided that your Membership remains active). Such Program shall be provided and rendered to the Member through the Company’s partnership with third-party partners, including, without limitation, restaurants, venues, event operators, retailers, and service providers (the “Third Party Providers”), all subject to the terms and conditions set forth in this Agreement.
   
   Membership in the Program is (x) limited to individuals who are at least twenty-one (21) years of age at the time of purchase or enrollment and (y) personal to the individual who purchases or is granted such Membership and may not be assigned, transferred, shared, sublicensed, or otherwise made available to any other person or entity. Any benefits, offers, access credentials, promotional codes, or other Membership-related materials are intended solely for use by the Member and may not be reproduced, distributed, or used by any third party. The Company reserves the right, in its sole discretion, to suspend or terminate the Member’s Membership (including access to the Program) if the Company reasonably believes that a Membership is being used in violation of this Agreement. Further, the Company and/or Third Party Providers may require proof of active Membership to redeem any benefits associated with the Program.
   
   
2. Billing. In consideration of the Company’s rendering of the Program, the Member shall pay and authorizes the Company to charge the Member as a lump sum the membership checked below (the “Membership”) beginning upon the Effective Date. The Member acknowledges and agrees that (i) the amount billed each year may vary for reasons that may include differing amounts due to promotional offers, an increase in pricing, and/or changing or adding a plan/package and the Member authorizes the Company to charge the Member for such varying amounts, as well as for any applicable taxes, (ii) Membership benefits do not accumulate, do not roll over into subsequent years, and are forfeited if not used during the applicable time period and, as such, no credit, refund, or substitution will be issued for unused benefits, (iii) by enrolling in a Membership, the Member agrees to a non-cancellable, minimum commitment of twelve (12) months, which will automatically renew for additional 12-month periods unless terminated in writing at least thirty (30) days prior to the renewal date, and means the Member is obligated to pay the full annual fees for their Membership regardless of non-use or otherwise, and (iv) should the Member cancel a credit card, initiate a chargeback or dispute, or otherwise fail to make timely payments for the Membership, the Company reserves the right to (a) suspend the Member’s Membership (including access to the Program) and/or (b) pursue any and all amounts due through collections or legal action of which the Member shall be responsible for all costs of collection, including reasonable attorney’s fees, along with a late fee of $25 or 1.5% of the outstanding balance, whichever is greater.
   
   
3. Termination of Membership. The Company reserves the right, in its sole discretion, to terminate this Agreement and/or the Member’s Membership (including access to the Program), with or without notice, including, without limitation, in the event of misuse or violation of this Agreement. Further, the Member may terminate its Membership by providing the Company written notice at least thirty (30) days prior to the Member’s Membership renewal date. Any termination shall be effective immediately and result in termination of the Member’s Membership, though the following shall survive any such termination in perpetuity:
   
   - the covenant set forth in Section 4,
   - the Assumption of Risk, Release, Waiver, & Consent Agreement set forth in Section 5 and Exhibit A,
   - the Video, Photo, & Appearance Rights Release Form set forth in Section 6 and Exhibit B
   - the Disclaimers and release set forth in Section 7, and
   - the indemnification and limitation of liability set forth in Section 8.
   
   
4. Intellectual Property Notice. All photographs, videos, graphics, logos, design elements, text, programs, data, code, user interfaces, and any other material provided to or made available to the Member (collectively, the “Content”) via the Company’s website, app, social media pages and/or accounts, email, communication, and/or the Third Party Providers (collectively, the “Platform”) are owned, controlled, and/or licensed by and/or to the Company and is protected by trade dress, copyright, patent, trademark, and various other intellectual property rights and unfair competition laws. As such, the Member covenants and agrees that no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way to any other individual, legal entity, computer, server, website, or other medium for publication or distribution or for any commercial purpose, without the Company’s prior written consent.
   
   
5. Assumption of Risk, Release, Waiver, & Consent Agreement. Such Assumption of Risk, Release, Waiver, & Consent Agreement is attached to this Agreement as Exhibit A and incorporated into this Agreement as if fully set forth herein.
   
   
6. Video, Photo, & Appearance Rights Release Form. Such Video, Photo, & Appearance Rights Release Form is attached to this Agreement as Exhibit B and incorporated into this Agreement as if fully set forth herein.
   
   
7. Disclaimers. The following shall collectively be referred to as the “Disclaimers”. By using the Program, the Member acknowledges and agrees that:

• the Company is using Third Party Providers in order to provide the Program and, as such, the Member’s dealings and/or transactions with any Third Party Provider are solely between the Member and such Third Party Providers,
• if there is a dispute between the Member and a Third Party Provider, the Member understands and agrees that the Company shall not (i) be under any obligation to become involved in such dispute nor (ii) become liable with respect to any such dispute,
• the Program and Platform are provided on an "as is" basis, and
• the Company (i) expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or warranties arising from course of performance, course of dealing, or usage in trade, and (ii) without limiting the foregoing, does not represent or warrant that the Program and/or Platform are accurate, complete, reliable, current, error-free, and/or free of harmful, disruptive, or destructive software, data, file, or code.

8. Indemnification & Limitation of Liability. The Member shall defend, indemnify, and hold harmless the Company and the Third Party Providers from and against any and all Claims related to or arising, directly or indirectly, from the Member’s (i) breach of this Agreement or any Exhibit, (ii) breach of any other terms, conditions, or covenants to which the Member is subject, including, but not limited to, those contained on the Platform (collectively, the “Terms of Use”), (iii) violation of any applicable law, and/or (iv) use of the Company’s Program and/or Platform.

IN THE EVENT ANY CLAIM RELEASED AND WAIVED WITHIN THIS AGREEMENT, ANY EXHIBIT, AND/OR THE TERMS OF USE IS BROUGHT BY THE MEMBER, OR ASSERTED ON THE MEMBER’S BEHALF, THE MEMBER OR MEMBER’S REPRESENTATIVE AGREES TO AND SHALL IMMEDIATELY DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AND/OR THE THIRD PARTY PROVIDERS FROM SUCH CLAIM. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW A RELEASE AND WAIVER OF CLAIMS AND/OR LIMITATION OF DAMAGES, THE MEMBER ACKNOWLEDGES AND AGREES THAT THE COMPANY’S AND/OR THE THIRD PARTY REPRESENTATIVE’S ENTIRE LIABILITY SHALL BE LIMITED TO THE MEMBERSHIP FEES PAID BY THE MEMBER TO THE COMPANY (LESS ANY CREDITS, REFUNDS, COUPONS, PROMOTIONS, OR THE LIKE) DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF ANY SUCH CLAIM.

9. Data Collection, Communications, & Marketing Consent. The Member acknowledges and agrees that, in connection with the Member’s access to and use of the Program and Platform, the Company may collect, use, store, and process certain information relating to the Member, including, without limitation, personal information, usage data, and device and browsing data (collectively, the “Data”). Without limiting the foregoing, the Member acknowledges and agrees that: (i) the Company may use cookies, pixels, tags, and similar tracking technologies to monitor, analyze, and improve the Program and Platform, including, without limitation, tracking Member engagement, activity, and usage of Program benefits, offers, promotions, and Third-Party Offerings, (ii) the Company and/or Third Party Providers may track, record, and analyze the Member’s access to, use of, and redemption of any Program benefits, including, without limitation, promotional codes, discounts, event attendance, and other offers, for purposes of administering the Program, verifying eligibility, preventing fraud or misuse, and improving the Program, (iii) the Member consents to receive communications from the Company and/or any Third Party Providers via email, including, without limitation, transactional communications (e.g., account notices, confirmations, updates) and marketing or promotional communications relating to the Program, offers, events, and related products or services, but that the Member may opt out of marketing emails at any time by following the unsubscribe instructions contained in such communications, (iv) to the extent the Member provides a mobile phone number, the Member consents to receive SMS/text messages from the Company and/or Third Party Providers, which may include transactional and/or marketing messages related to the Program and that standard message and data rates may apply, but that the Member may opt out of SMS communications at any time by following the instructions provided in such messages, (v) the Company may share the Data with Third Party Providers to the extent reasonably necessary to administer the Program, facilitate redemption of benefits, verify eligibility, and provide Program-related services, and (vi) the collection, use, and disclosure of the Data shall be further governed by the Company’s privacy policy contained in the Terms of Use, as may be updated from time to time, which is incorporated herein by reference.

The Member acknowledges and agrees that the foregoing Data practices are an essential part of the Program and that the Company’s ability to provide, administer, and improve the Program is dependent upon such collection and use of the Data.

10. General Provisions.

1. Headings. The headings and captions used herein are for reference purposes only and have no legal effect on the interpretation of this Agreement.

2. Waiver. The failure, delay, or negligence in one or more instances of a Party to insist upon performance of any of the terms, conditions, and covenants set forth in this Agreement, any Exhibit, or the Terms of Use, or to exercise any of its right or privilege conferred by this Agreement, any Exhibit, or the Terms of Use, shall not be construed as waiving that Party’s right to insist upon the performance of such terms, conditions, and covenants or its right to exercise such rights and privileges. Further, a Party’s agreeance, in writing, to waive performance of any of the terms, conditions, and covenants set forth in this Agreement, any Exhibit, or the Terms of Use, or to waive its right to exercise any of its rights or privileges conferred by this Agreement, any Exhibit, or the Terms of Use, shall not constitute a continued waiver thereof.

3. Severability. If any term, condition, or covenant of this Agreement, any Exhibit, or the Terms of Use, are held by a court or government agency of competent jurisdiction to be illegal, void, or unenforceable, it is the Parties’ intent that such term, condition, or covenant be reduced in scope by such court or government agency only to the extent necessary to render such term, condition, or covenant legal and enforceable and in line with the Parties’ intention thereunder. Further, the remainder of the Agreement, any Exhibit, and Terms of Use shall in no way be affected, impaired, or invalidated as a result and shall remain in full force and effect.

4. Remedies Cumulative. Except as provided to the contrary herein, the Company’s rights and remedies shall be cumulative, and the exercise by the Company of one or more of such rights or remedies shall not preclude the Company’s exercise of any other right or remedy under this Agreement, any Exhibit, or the Terms of Use, at law, or in equity.

5. Entire Agreement. This Agreement, together with any Exhibit and the Terms of Use, set forth the entire understanding of the Parties regarding the Program and Platform. Any Terms of Use may be modified by the Company at any time, with or without notice to the Member, in the Company’s sole discretion. As such, it is recommended the Member periodically review the Terms of Use to stay informed of any such modifications.

6. Governing Law & Legal Fees. This Agreement, together with any Exhibit and the Terms of Use, shall be construed in accordance with the laws of the State of Missouri. The Parties agree that any dispute arising out of this Agreement, any Exhibit, or the Terms of Use shall be litigated solely in the United States District Court in or nearest St. Louis County, Missouri. The prevailing Party in any such suit shall be reimbursed its reasonable costs, including attorney fees, by the non-prevailing Party.

7. Notice. Any notice required or contemplated pursuant to this Agreement, any Exhibit, and/or the Terms of Use shall be in writing and shall be delivered by (i) email or (ii) overnight mail by a nationally recognized service. Notices, demands, and/or communications to each Party shall be sent to the email addresses and/or physical addresses provided under each Party’s signature block or via such other email address and/or physical address as provided in writing by one Party to the other Party after the date of this Agreement.

8. Counterparts & Electronic Signature. This Agreement and/or any Exhibit may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. The Parties agree that a signed copy of this Agreement and/or any Exhibit executed and/or delivered by email or other means of electronic transmission (including Adobe, DocuSign, etc.), shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement and/or any Exhibit.

9. Representation. The Member acknowledges and agrees that (i) the Member fully understands the right to discuss all aspects of this Agreement, any Exhibit, and the Terms of Use with legal and personal advisors and counsel of the Member’s choice, (ii) to the extent desired, the Member has done so, (iii) the Member has carefully read and fully understand all of the provisions of this Agreement, any Exhibit, and the Terms of Use, and (iv) the Member has voluntarily entered into this Agreement, any Exhibit, and the Terms of Use as a result of the Member’s desire to take part in the Program.

10. No Construction Against Drafter. Given the foregoing, no term, condition, or covenant of this Agreement, any Exhibit, or the Terms of Use shall be construed against or interpreted to the disadvantage of the Company by any court or governmental agency of competent jurisdiction by reason of the Company having drafted such term, condition, or covenant.

EXHIBIT A

ASSUMPTION OF RISK, RELEASE, WAIVER, & CONSENT AGREEMENT

I. ASSUMPTION OF RISK

I ACKNOWLEDGE AND AGREE THAT MY USE OF THE PROGRAM IS VOLUNTARY AND THAT THE PROGRAM PROVIDES ACCESS TO CERTAIN BENEFITS, INCLUDING, WITHOUT LIMITATION, DISCOUNTS, PROMOTIONS, EVENTS, EXPERIENCES, AND OTHER PERKS OFFERED BY THIRD-PARTY PARTNERS. I UNDERSTAND AND ACKNOWLEDGE THAT SUCH BENEFITS ARE SUBJECT TO AVAILABILITY, CHANGE, AND THE TERMS AND CONDITIONS OF SUCH THIRD-PARTY PARTNERS, AND THAT THE COMPANY DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE QUALITY, SAFETY, LEGALITY, OR DELIVERY OF ANY SUCH THIRD-PARTY GOODS, SERVICES, OR EXPERIENCES (COLLECTIVELY, THE “THIRD-PARTY OFFERINGS”). I FURTHER ACKNOWLEDGE THAT PARTICIPATION IN ANY THIRD-PARTY OFFERINGS MAY INVOLVE CERTAIN INHERENT RISKS, INCLUDING, WITHOUT LIMITATION, RISKS ASSOCIATED WITH ATTENDING EVENTS, RECEIVING SERVICES, CONSUMING PRODUCTS, OR INTERACTING WITH THIRD PARTIES, AND I VOLUNTARILY ASSUME ALL SUCH RISKS, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, THE “RISKS”). I ACKNOWLEDGE THAT IT IS MY SOLE RESPONSIBILITY TO REVIEW AND COMPLY WITH ANY TERMS, CONDITIONS, RESTRICTIONS, OR REQUIREMENTS APPLICABLE TO ANY THIRD-PARTY OFFERINGS AND TO EXERCISE MY OWN JUDGMENT IN PARTICIPATING IN SUCH OFFERINGS.

II. RELEASE FROM LIABILITY & WAIVER

For and in consideration of the Program and Platform, the receipt and sufficiency of which is hereby acknowledged, to the maximum extent permitted by applicable law, I hereby forever, irrevocably, and unconditionally release, waive, relinquish, discharge from liability, and covenant not to sue the Company, any affiliate of the Company, any successors and assigns of the Company and/or Company affiliate, and/or any one of the foregoing’s members, managers, employees, independent contractors, agents, and/or representatives (each a “Released Party") from any and all past, present, and future claims, demands, rights, actions, suits, causes of action, obligations, debts, costs, losses, charges, expenses, attorneys’ fees and expenses, damages, judgments and liabilities, of whatever kind or nature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (“Claim(s)”), related to or arising, directly or indirectly, from (i) my access to or use of the Program, (ii) any Third-Party Offerings, including, without limitation, the availability, redemption, use, or inability to use any discounts, promotions, events, products, or services, (iii) any acts, omissions, or conduct of any Third-Party Partner or other third party, and/or (iv) any Risks associated with participation in the Program and/or any Third-Party Offerings, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR NEGLIGENCE, FAILURE TO WARN, PERSONAL INJURY, PROPERTY DAMAGE, OR OTHER LOSS, EVEN IF CAUSED IN WHOLE OR IN PART BY A RELEASED PARTY, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

III. LIMITATION OF LIABILITY

FOR AND IN CONSIDERATION OF THE PROGRAM, THE THIRD-PARTY OFFERINGS, AND PLATFORM, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, IN NO EVENT SHALL THE COMPANY OR A RELEASED PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, HOWEVER CAUSED, BE IT BREACH OF CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, THE EGGSHELL PLAINTIFF DOCTRINE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM, THE THIRD-PARTY OFFERINGS, AND PLATFORM (THE “DAMAGES”), EVEN IF I HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE ANY BREACH BY THE COMPANY OR A COMPANY REPRESENTATIVE.

IN THE EVENT ANY CLAIM AND/OR DAMAGES RELEASED AND WAIVED HEREIN IS BROUGHT BY ME, OR ASSERTED ON MY BEHALF, I (OR MY REPRESENTATIVE) AGREE TO AND SHALL IMMEDIATELY DEFEND, INDEMNIFY, AND HOLD HARMLESS EACH RELEASED PARTY FROM SUCH CLAIM AND DAMAGES. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW A RELEASE AND WAIVER OF CLAIMS AND/OR LIMITATION OF DAMAGES, I ACKNOWLEDGE AND AGREE THAT THE COMPANY’S AND/OR COMPANY REPRESENTATIVE’S ENTIRE LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID BY ME TO THE COMPANY (LESS ANY CREDITS, REFUNDS, COUPONS, PROMOTIONS, OR THE LIKE) DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF ANY SUCH CLAIM AND/OR DAMAGE.

EXHIBIT B

VIDEO, PHOTO, & APPEARANCE RIGHTS RELEASE FORM

For and in consideration of the Program and Platform provided by St. Louis Magazine, LLC (the “Company”) pursuant to the Membership Agreement, the receipt and sufficiency of which is hereby acknowledged:

I. GRANT OF RIGHTS

I grant to the Company, any affiliate of the Company, any successors and assigns of the Company and/or Company affiliate, any one of the foregoing’s members, managers, employees, independent contractors, agents, and/or representatives (the “Company Representatives”) and/or the Third Party Providers, the irrevocable and unrestricted right and permission to (collectively, the “Rights”):

• to use, (including commercial use), copy, reproduce, republish, upload, post, publicly display, transmit, distribute, or otherwise make available any and all (a) any photographs, video recordings, and/or sound recordings of me or in which I may be included and (b) any content that I create, post, submit, tag, mention, or otherwise share in connection with the Program, including, without limitation, on social media platforms (collectively, “User Content”), in whole or in part, with or without attribution, without restriction as to changes or alterations, in any and all media now or hereafter known (including, but not limited to, via the Company’s Platform and/or any platforms or channels of the Third Party Providers) for illustration, promotion, editorial, advertising, or any other lawful purpose whatsoever (the “Media”), and
• to make reproductions of such Media and/or derivatives of such Media.

For the avoidance of doubt, the Rights granted herein expressly include the Company’s right to use any User Content that I voluntarily post or make publicly available in connection with the Program, including, without limitation, content that tags, mentions, references, or is otherwise associated with the Company, the Program, or any Third Party Providers.

II. ACKNOWLEDGEMENT & WAIVER OF RIGHTS

I acknowledge:

• that I may be identified by my legal name, fictitious name, social media name, and/or social media handle in conjunction with the Media of me and consent to all Third Party Providers’ use of my name, likeness, and/or any biographical material concerning me in connection with such Media,
• that I am hereby waiving any right that I may have to inspect or approve the finished product of the Media, or other matter that may be used in connection therewith or the use to which it may be applied, and
• that the Company and the Third Party Providers’ will rely on this Video, Photo, & Appearance Rights Release Form (the “Release”), potentially at substantial cost to it, and hereby agree, to the maximum extent permitted by applicable law, to forever, irrevocably, and unconditionally release, waive, relinquish, discharge from liability, and covenant not to sue any Third Party Providers from any and all past, present, and future claims, demands, rights, actions, suits, causes of action, obligations, debts, costs, losses, charges, expenses, attorneys’ fees and expenses, damages, judgments and liabilities, of whatever kind or nature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (“Claim(s)”), related to or arising, directly or indirectly, from: the Rights and/or any and all Claims that I may have for libel, defamation, invasion of privacy, right of publicity, infringement of copyright, or violation of any other right, and/or for any injury or harm suffered by me arising out of or relating to my appearance (including, but not limited to, any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced with respect to the Media).