PURPOSE AND INTENT

Club Operator desires to acquire certain real property and facilities known as Isla Majagual in the Chimán District of the country of Panama for use as Tesoro Island Club (“Club”).  

Member wishes to acquire and Club Operator desires to grant to Member a non-exclusive license to use the Club Facilities as a Member of the Club upon payment of such Membership Fees as Club Operator may establish from time to time.  Such license shall be subject to the terms and conditions set forth in this Agreement, the Member’s Application for Membership in the Tesoro Island Club (“Application”), the Bylaws of Tesoro Island Club, as they may be amended from time to time (“Bylaws”).

For and in consideration of Member’s payment to Club Operator of the refundable membership deposit, the initiation fee, the first year of annual dues, each as set forth on Addendum A, and in further consideration of the mutual covenants set forth in this Agreement, Club Operator hereby grants to Member, and Member hereby accepts from Club Operator, membership in Tesoro Island Club on the following terms and conditions:

TERMS AND CONDITIONS

1. Membership.  

Club Operator hereby grants to Member a membership, constituting a license to use the Club Facilities in accordance with the privileges and responsibilities as set forth in the Bylaws.

2. Term of Membership.  

The membership shall commence on the later of the date set forth above or the date on which Club Operator approves and accepts Member’s Application, as set forth below, and shall continue in effect until terminated as provided in the Bylaws.

3. Membership Fees.  

Member acknowledges and agrees that the membership is subject to payment of the refundable membership deposit set forth on Addendum A to this Membership Agreement, as well as payment of periodic dues and such other fees and charges as Club Operator may establish pursuant to the Bylaws and/or on the Schedule of Dues, Fees, and Charges (collectively, “Membership Fees”), all of which are subject to change from time to time.  Member agrees to be responsible for all charges incurred by the Member and her or his guests in their use of the Club Facilities.

Member agrees to pay all Membership Fees on or before the due date thereof.  Member understands that delinquency in paying any amounts due may result in late charges, interest on the amount past due until paid at a rate determined by Club Operator (not to exceed 18% per annum), suspension or termination of membership privileges, and expulsion from membership in the Club.  Member further agrees that if she or he is delinquent in paying any amounts due, Club Operator shall be entitled to recover from Member late charges, interest, and all costs and expenses which it reasonably incurs in attempting to collect the past due amounts, including attorneys’ fees and court costs, whether or not suit is filed.

4.  Receipt of Club Documents.  

By execution below, Member acknowledges receipt of the Bylaws currently in effect and agrees to be bound by and comply fully with the terms and provisions of such document, as it may be amended, and to be responsible for compliance by the Member’s guests.

5.  Assumption of Risks and Indemnification.  

(a) In consideration of the membership and as a condition of using the Club Facilities, Member agrees to all risks associated with the use of the Club Facilities, including risks associated with use of or proximity to an uninhabited island (e.g., weather-related health risks including but not limited to being struck by lightning, high winds, and other inherent hazards and risks associated with the activities generally described as overnight camping, outdoor related activities, and bonfires) and agrees to release and indemnify Club Operator from and against any and all losses, expenses, liens, claims, demands, and causes of action of every kind and character for death, personal injury, property damage or any other liability, damages, fines, or penalties, including costs, attorneys’ fees and settlements, whether or not based on the acts or omissions of Club Operator, resulting from, arising out of or in any way connected with the use of the Club facilities by the Member, any guests, and approved designees, except to the extent that the same are the direct result of the gross negligence or willful misconduct of Club Operator or its employees.  As used in this paragraph, “Club Operator” shall include Nomadbase, LLC, and its affiliates and subsidiaries and their respective successors, assigns, owners, shareholders, partners, members, managers, employees, advisors, insurers, representatives, and all persons, corporations, partnerships, and other entities with which they are or may in the future become affiliated.  This paragraph shall survive the termination of this Agreement with respect to any property damage, personal injury, or death occurring prior to such termination.

(b) Member, as a condition of the membership, and each of Member’s authorized users and guests, as a condition of invitation to use the Club Facilities, assume sole responsibility for their personal property.  Member acknowledges and understands that Club Operator shall not be responsible for any loss or damage to any personal property which the Member and her or his guests and approved designees, may use or store on the Club premises, whether in lockers or elsewhere.  Member also acknowledges and understands that she or he shall be liable for any property damage or personal injury at the Club, or at any activity or function operated, organized, arranged, or sponsored by the Club, which Member, her or his guests, and/or approved designees may cause.  If Member arranges or sponsors any activity or function on the Club premises, Member shall be responsible for any such damage or injury even if such damage or injury was not caused by Member.  Member agrees that Club Operator may charge the cost of any such damage to her or his Club account.  The Club will not under any circumstances be liable to Member or her or his guests for any punitive, special, indirect, or consequential loss or damage whether or not such loss or damage is caused by the fault or negligence of the Club, its owner(s), employees, agents, or contractors and whether or not the Club has been advised of the likelihood of incurring such loss or damage. The limit of the Club’s liability (whether in contract, tort, negligence, strict liability, or otherwise) to the Member, her or his guests, or any third party, for any and all claims shall not exceed any amounts paid by the Member, her or his guest(s), or any third party to the Club.

6.  Current Ownership and Management.  

Club Operator, as the owner of the Club and any future facilities, reserves the right to engage one or more management companies or other entities to operate the Club or any portion thereof. Member acknowledges that, as of the date above, Club Operator does not own the Island or any facilities on which Club business can or will be operated.

7.  No Vested Interest.  

Member acknowledges that in acquiring a membership, Member acquires only a license to use the Club Facilities in accordance with this Agreement and the Bylaws and in common with such other persons as Club Operator may authorize from time to time.  Member acknowledges that she or he acquires no ownership or vested rights in or to the Club Facilities nor any right to participate in the management or control of the Club Facilities.

8.  Assignment of Membership.  

Member acknowledges that the membership conferred hereunder may not be pledged or assigned, unless and except as otherwise specifically set forth in the Bylaws.

9.  Club Exclusivity.  

The Member’s membership(s) in the Club pertains only to the Club as defined herein and in the related Bylaws.  The Member’s membership(s) do not afford the Member access to any club other than Tesoro Island Club.

10.  Entire Agreement.  

This Agreement, together with the Addendum(s) attached hereto, each of which is incorporated herein by this reference, represents the entire agreement among the parties hereto concerning the subject matter hereof.  Any other prior written or oral agreements or statements relating to the subject matter hereof by and among any of the parties shall not be part of this Agreement, including, without limitation, (i) all statements contained in the Nomad Island Facebook group (also known as “No Mad Island”),  the Nomadbase: Isla Majagual Facebook group,  the Tesoro Island Facebook Page (ii) the Tesoro Island Social Venture Plan, and (iii) any other postings, discussions, or statements, whether written or oral, involving the Club.

11.  Governing Law.  

This Agreement shall be governed by, and construed under, the laws of the State of Colorado, USA (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

12.  Additional Terms and Conditions.  

Additional terms and conditions, if any, applicable to Member and the membership granted hereunder are set forth on Addendum A to this Membership Agreement and incorporated by this reference.

MEMBER ACKNOWLEDGES THAT SHE OR HE IS ACQUIRING A MEMBERSHIP FOR THE SOLE PURPOSE OF OBTAINING SOCIAL BENEFITS AND RECREATIONAL USE OF THE CLUB FACILITIES AND NOT AS AN INVESTMENT OR WITH ANY EXPECTATION OF MAKING A PROFIT FROM THE OWNERSHIP OR FUTURE TRANSFER OF THE MEMBERSHIP.  MEMBER FURTHER ACKNOWLEDGES THAT HER OR HIS MEMBERSHIP DOES NOT CONSTITUTE AN OWNERSHIP INTEREST IN THE CLUB OR IN CLUB OPERATOR.

NEITHER THE CLUB OPERATOR NOR THE CLUB MAKES ANY REPRESENTATIONS AND EXPRESSES NO OPINIONS REGARDING THE TAX CONSEQUENCES OF ACQUIRING A MEMBERSHIP OR WITH RESPECT TO THE REFUNDABLE MEMBERSHIP DEPOSIT PAID TO THE CLUB. ALL PERSONS ACQUIRE THEIR MEMBERSHIP SUBJECT TO ALL APPLICABLE TAX LAWS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. ACCORDINGLY, MEMBERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF A MEMBERSHIP AND THE MEMBERSHIP DEPOSIT.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS MEMBERSHIP AGREEMENT, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CLUB.

NO GOVERNMENTAL AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS MEMBERSHIP AGREEMENT.

This Membership Agreement shall not be binding upon Club Operator unless and until the Member’s Application is approved and accepted on behalf of Club Operator as provided in the Club Bylaws and this Agreement is executed below by Club Operator. Member hereby authorizes the Club to investigate Member’s qualifications for membership, including but not limited to, authorizing the Club to contact persons familiar with the Member. Member hereby agrees to hold Club, its members, officers, and owners harmless for any and all liabilities related to such investigation.

If the Club accepts Member’s Application, then Member acknowledges receipt of and agrees to be bound by the terms and conditions of: (i) this Membership Agreement, and (ii) the following as they may be amended from time to time by the Club Operator: (a) the Bylaws, (b) the Executive Committee Charter, (c) the Schedule of Dues, Fees, and Charges, and (d) such other policies and procedures which may be implemented by Club Operator from time to time.