This Membership Agreement ("Agreement") is entered into between Ataraxia Experiences, LLC, a South Carolina limited liability company (the "Company"), and the undersigned individual ("Member"), as of the date this Agreement is fully executed (the "Effective Date") as shown below.
This Agreement is subject to the Ataraxia Community Membership Terms and Conditions (the "Terms and Conditions"), located at ataraxia.co/community-agreement, which are incorporated herein by reference as if fully set forth herein.
By executing this Agreement, Member agrees to be bound by the terms set forth herein and the Terms and Conditions, which may be updated from time to time.
The Community is an invite-only membership network designed to convene a select group of investors, operators, and creatives for curated events, investment discussions, and collaborative engagement hosted by the Company or an affiliate thereof.
Upon acceptance by the Company, Member is granted a non-transferable membership in the Ataraxia Community (the "Community") for a one-year term beginning January 1 and ending December 31 of the applicable year. Membership shall automatically renew for successive one-year calendar terms unless either party provides notice of termination in accordance with the Terms and Conditions.
Member agrees to pay annual membership dues in the amount specified by the Company, currently $3,000 per year, subject to adjustment by the Company pursuant to the Terms and Conditions.
This Agreement, together with the Terms and Conditions, constitutes the entire agreement between the parties regarding membership.
The following Terms and Conditions are incorporated into this Agreement by reference. Scroll through and read all 15 sections before signing.
1. Eligibility
Membership is limited to individuals who: (a) are invited by the Company; and (b) agree to abide by the standards and expectations of the Community. The Company reserves the sole and absolute discretion to approve or deny membership.
2. Membership Benefits
Membership includes:
- Access to two (2) curated events annually.
- Eligibility to attend events in any chapter (space permitting).
- Eligibility to participate in certain investment opportunities offered through the Community.
- Eligibility to invest in opportunities through a Special Purpose Vehicle ("SPV") administered by the Company.
Event details, formats, and programming are determined in the sole discretion of the Company. The Company reserves the right to modify Membership Benefits at any time.
3. Membership Dues and Renewal
Annual membership dues are payable on January 1 (or the first business day following) of each year. Failure to timely pay dues may result in suspension or termination of membership. Dues may be prorated at the Company's discretion, are non-refundable except as expressly determined by the Company, and may be increased at any time with increases taking effect at the next renewal. Membership renews annually unless Member provides written notice of non-renewal at least thirty (30) days prior to year-end.
4. Chapters and Capacity
Current regional chapters: Upstate South Carolina and Low Country South Carolina. Each chapter may maintain capacity limits (currently 65 members per chapter). Members may attend events outside their home chapter, space permitting. The Company may modify chapter structure at any time.
5. Investment Opportunities and Investment Vehicle
From time to time, Members may be offered investment opportunities. The Company shall administer an SPV through which Members may co-invest, provided certain minimums are met.
- Participation in any investment opportunity is entirely optional.
- Member may be required to qualify as an "Accredited Investor" under Rule 501 of Regulation D.
- Participation in each investment and SPV will be governed by separate legal documents.
- Membership does not guarantee allocation or access to any specific investment.
- The Company makes no representation regarding the performance, suitability, or success of any investment opportunity.
- Neither the Community nor the Company is an investment fund, broker-dealer, or registered investment advisor.
- All investments involve risk, including the potential loss of capital.
6. Confidentiality
Investment opportunities, deal materials, attendee lists, and discussions are confidential. Members shall not record, reproduce, distribute, or publicly disclose confidential information without prior written consent. This obligation survives termination indefinitely.
7. Code of Conduct
Members agree to: attend and participate at events; engage other Members respectfully and professionally; avoid disruptive or inappropriate conduct; refrain from undesired solicitation of other Members; and comply with all applicable laws. The Company may suspend or terminate membership for conduct inconsistent with Community standards, in its sole discretion.
8. Assumption of Risk
Members voluntarily assume all risks associated with attending Community events and agree to release and hold harmless the Company and any affiliates from claims arising from event attendance or participation, except to the extent caused by gross negligence or willful misconduct by Company.
9. Termination
This Agreement remains effective until: membership expires and is not renewed; Member resigns in writing; or the Company terminates membership. Dues are non-refundable unless specifically determined otherwise. If Member terminates due to a Terms and Conditions update, a prorated refund may apply.
10. Limitation of Liability
The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages. The Company's liability shall not exceed dues paid during the prior twelve (12) months.
11. Intellectual Property
Ownership: All IP in the Ataraxia Community — including logos, trademarks, event formats, written materials, and proprietary processes — are the sole property of Ataraxia Experiences, LLC. Membership grants no ownership interest in Company IP.
Limited License: Member receives a limited, non-exclusive, revocable license to access Company IP solely for personal, non-commercial Community participation.
Member Contributions: Member retains ownership of contributed content but grants the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use such contributions for Community purposes. This section survives termination.
12. Media Release
The Company may photograph, record, or capture Member's likeness, voice, and image at events. Member grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use such media for marketing and promotional purposes.
13. No Partnership or Agency
Membership does not create a partnership, joint venture, agency relationship, or fiduciary duties between Members or between the Company and Members.
14. Amendments
The Company may amend these Terms at any time. Updated Terms become effective upon notice. Continued membership constitutes acceptance.
15. Governing Law and Venue
This Agreement is governed by the laws of South Carolina. Disputes shall be brought exclusively in state courts in Spartanburg County or Greenville County, South Carolina.