FIRST SEATING FOUNDING MEMBERSHIP AGREEMENT

1. MEMBERSHIP

First Seating admits Member as a founding member of First Seating.

Membership is personal to Member and may not be transferred, assigned, shared, resold, or used by another person.

Member agrees to comply with the version of the First Seating House Rules provided with this Agreement.

If the House Rules conflict with this Agreement concerning fees, payment obligations, the membership term, the Fit Review, termination, refunds, liability, or dispute terms, this Agreement controls.

2. TERM + ACTIVATION

Membership lasts for twelve (12) months.

The Term begins on the date Member’s first Membership Fee installment successfully clears (the “Activation Date”).

Signing this Agreement alone does not activate membership.

3. MEMBERSHIP FEE

The Membership Fee for the Term is $15,000.

It is payable in two installments:

  • $7,500 upon acceptance of membership; and
  • $7,500 six months after the Activation Date, provided membership has not ended through the Founding-Member Fit Review.

The installment schedule is payment timing for one twelve-month membership. It does not create two separate six-month memberships.

Any sales or similar tax First Seating is legally required to collect will be disclosed before payment.

Any payment-processing surcharge charged to Member will be disclosed before Member authorizes payment.

4. FOUNDING-MEMBER FIT REVIEW

First Seating and Member will check in around ninety (90) days after the Activation Date to consider whether the membership is working as intended.

Either party may end membership through the Fit Review by written notice delivered between the 80th and 100th day after the Activation Date.

The right to exercise the Fit Review does not depend on the parties successfully scheduling or completing a meeting.

If membership ends through the Fit Review:

  1. membership ends on the date stated in the notice, or when the notice is received if no date is stated;
  2. the first $7,500 installment remains non-refundable, except where applicable law requires otherwise; and
  3. the second $7,500 installment will not be charged.

If neither party exercises the Fit Review during that window, membership continues for the remainder of the Term and the second installment remains due.

5. MEMBERSHIP EXPERIENCE

Membership includes ongoing First Seating curation, programming, and follow-through during the Term.

During the Term, Member will receive invitations to at least six (6) core First Seating gatherings.

Core gatherings may include:

  • intimate dinners;
  • chef-led experiences;
  • restaurant or cultural outings;
  • member-led gatherings; or
  • other formats First Seating determines are appropriate for the membership.

First Seating retains discretion over the format, location, host, chef, venue, timing, guest list, and composition of each gathering.

First Seating will make reasonable efforts to consider availability shared by Member but does not guarantee:

  • that every gathering will occur on a date Member is available;
  • attendance at any particular gathering;
  • participation by any particular chef, member, guest, venue, or host; or
  • any particular format or type of gathering.

A postponed, substituted, or rescheduled gathering may still count as a core gathering if First Seating reasonably provides Member an opportunity to participate during the Term.

6. ADDITIONAL INVITATIONS

Member may also receive invitations to additional openings, private tables, restaurant experiences, cultural events, or other programming.

Additional invitations are discretionary and are not guaranteed.

Participation is always optional.

Certain additional experiences may be separately priced. First Seating will disclose any separate price before Member commits to attend.

Member is never required to purchase a separately priced experience to remain a member in good standing.

7. INTRODUCTIONS

As part of the broader membership experience, First Seating may facilitate thoughtful introductions between Member and other members, chefs, operators, investors, founders, or people in First Seating’s wider network.

Introductions are made in First Seating’s discretion and generally only where First Seating believes there is genuine mutual fit.

Introductions are also subject to the consent, availability, and interest of the people involved.

No specific number of introductions is guaranteed.

Membership fees are paid for the overall First Seating membership experience and are not compensation for any particular introduction, referral, investment opportunity, transaction, or business result.

An introduction is an opportunity to connect. First Seating does not guarantee that an introduction will result in:

  • a meeting;
  • friendship;
  • business relationship;
  • employment;
  • partnership;
  • investment;
  • financing;
  • reservation;
  • transaction; or
  • any other particular outcome.

First Seating does not act as a broker, placement agent, investment adviser, or finder, does not negotiate investment terms on behalf of members, and does not receive compensation based on whether an introduction results in an investment or transaction.

8. GATHERINGS + SEAT-CONFIRMATION FEES

Core programming is included in the Membership Fee.

Some gatherings may require a modest seat-confirmation fee intended to protect limited capacity and committed attendance.

Before Member confirms attendance, First Seating will disclose:

  • the amount of the fee;
  • the applicable cancellation deadline; and
  • when the fee may be forfeited.

A disclosed seat-confirmation fee may be retained following a late cancellation or no-show according to the terms communicated for that gathering.

First Seating may exercise reasonable discretion in cases involving genuine emergencies.

9. EVENT CHANGES + CANCELLATIONS

Chefs, venues, schedules, availability, and circumstances sometimes change.

First Seating may reasonably:

  • reschedule a gathering;
  • change a venue;
  • substitute a chef, host, or format;
  • reduce or increase capacity;
  • cancel a gathering; or
  • make other operational changes.

First Seating will communicate material changes as soon as reasonably practical.

If a separately priced special experience is cancelled by First Seating and not reasonably replaced or rescheduled, First Seating will refund any separate event charge Member paid for that experience.

Cancellation of or changes to an individual gathering do not by themselves create a right to a refund of Membership Fees, provided First Seating continues to materially provide the membership experience described in this Agreement.

10. GUESTS

Guest access is not a membership entitlement.

Member may request to bring a guest only where First Seating permits guests.

First Seating may approve or decline a guest request based on capacity, format, venue requirements, chef preferences, or the composition of the room.

Chef-led and core First Seating dinners are members-only by default unless First Seating expressly says otherwise.

Approved guests must comply with the House Rules.

Member will make reasonable efforts to ensure that Member’s guest understands and follows those rules.

Guest attendance does not create membership rights or any expectation of future invitations.

11. HOUSE RULES

First Seating may reasonably update the House Rules prospectively for safety, privacy, hospitality, attendance, or operational reasons.

First Seating will provide reasonable notice of a material change.

No House Rules update may change Member’s:

  • Membership Fee;
  • payment obligations;
  • Term;
  • Fit Review;
  • core contractual benefits;
  • refund rights;
  • liability allocation; or
  • dispute terms

without Member’s written agreement.

12. THIRD-PARTY PROVIDERS

First Seating may arrange or facilitate experiences involving independent restaurants, chefs, caterers, venues, cultural institutions, transportation providers, hosts, or other third parties.

Unless expressly stated otherwise, those third parties control their own:

  • premises;
  • personnel;
  • food preparation;
  • alcohol service;
  • transportation;
  • activities; and
  • services.

First Seating does not guarantee the acts, omissions, availability, or performance of independent third-party providers.

13. FOOD, ALLERGIES + ALCOHOL

Member will disclose known serious food allergies and material dietary restrictions when requested and as early as reasonably possible.

First Seating will make reasonable efforts to communicate those restrictions to the applicable provider.

First Seating does not guarantee that:

  • every menu can accommodate every dietary restriction;
  • any venue is allergen-free; or
  • allergen cross-contact will not occur.

Alcohol is optional.

Member is responsible for Member’s own alcohol consumption, conduct, transportation, and decision whether to participate in an activity.

For an experience involving materially different or heightened risks, First Seating or the relevant provider may require a separate activity-specific acknowledgement or release.

14. INVESTMENTS + BUSINESS RELATIONSHIPS

Relationships formed through First Seating may independently lead to investments, partnerships, business relationships, employment, or other opportunities.

Any such relationship or transaction is separate from membership.

First Seating does not:

  • recommend that Member make any investment;
  • provide investment advice;
  • conduct diligence on Member’s behalf;
  • guarantee the accuracy of information supplied by another person;
  • negotiate investment terms for Member;
  • guarantee an investment or business outcome; or
  • receive transaction-based compensation unless separately disclosed and lawfully permitted.

Member is responsible for Member’s own diligence and should use Member’s own legal, tax, financial, or other professional advisers where appropriate.

15. MEMBER CONDUCT

First Seating may immediately remove Member or a guest from a gathering or temporarily suspend participation when First Seating reasonably believes action is necessary to protect:

  • safety;
  • privacy;
  • a chef, host, member, or venue;
  • the orderly operation of a gathering; or
  • the integrity of First Seating.

First Seating may terminate membership for Cause following a good-faith determination that Member has:

  • seriously violated the House Rules;
  • repeatedly violated the House Rules after reasonable notice;
  • engaged in threatening, violent, harassing, discriminatory, or unlawful conduct connected with First Seating;
  • materially violated a privacy or confidentiality obligation;
  • repeatedly solicited or pursued another person after being asked to stop;
  • intentionally damaged property; or
  • otherwise materially breached this Agreement.

Where circumstances reasonably permit, First Seating will provide notice and an opportunity to respond.

First Seating may act immediately where delay would create a meaningful safety, privacy, or integrity concern.

16. TERMINATION FOR CAUSE

If First Seating terminates membership for Cause:

  • Membership Fees already paid are non-refundable except where applicable law requires otherwise; and
  • any Membership Fee installment that has not yet become due will be waived.

17. TERMINATION BY FIRST SEATING WITHOUT CAUSE

First Seating may terminate membership without Cause by written notice.

If First Seating does so:

  • any installment not yet due will be waived; and
  • First Seating will refund on a pro-rata basis the portion of prepaid Membership Fees attributable to the unused remainder of the Term.

18. MEMBER WITHDRAWAL

Except for:

  • the Founding-Member Fit Review;
  • a termination right expressly stated in this Agreement; or
  • a right required by applicable law,

Member’s decision to stop attending or using membership benefits does not terminate the annual Membership Fee obligation or create a right to a refund.

First Seating may choose, in writing, to make an exception in circumstances such as serious illness, relocation, hardship, or another exceptional circumstance.

An exception in one circumstance does not create a right to the same treatment in another.

19. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, neither party will be liable to the other for consequential, incidental, special, exemplary, or punitive damages arising solely from breach of this Agreement.

For purely economic claims arising solely from First Seating’s breach of this Agreement, First Seating’s aggregate liability will not exceed the Membership Fees actually paid by Member during the Term.

Nothing in this Agreement excludes or limits liability to the extent applicable law prohibits such exclusion or limitation, including liability for fraud, gross negligence, recklessness, willful misconduct, or other nonwaivable rights or liabilities.

20. INDEMNIFICATION

Member will indemnify and hold harmless First Seating and The Hungry Empire LLC from third-party claims and reasonable related costs only to the extent caused by:

  • Member’s or Member’s approved guest’s willful misconduct or unlawful conduct;
  • a material violation of the House Rules by Member or Member’s guest; or
  • physical damage to another person’s property caused by Member or Member’s guest.

This obligation does not apply to the extent a claim is caused by First Seating’s negligence, gross negligence, recklessness, or willful misconduct.

21. FORCE MAJEURE

First Seating is not responsible for delay, cancellation, or inability to perform caused by circumstances reasonably outside its control, including:

  • illness or chef unavailability;
  • venue closure;
  • severe weather;
  • natural disaster;
  • fire;
  • government action;
  • labor disruption;
  • transportation disruption;
  • public-health emergency;
  • utility or technology failure; or
  • similar events beyond First Seating’s reasonable control.

Where reasonably possible, First Seating will attempt to reschedule, substitute, or otherwise provide comparable programming during the Term.

This provision does not excuse First Seating from providing the material membership experience as a whole.

22. RENEWAL

Membership does not renew automatically.

Any second-year membership requires a new affirmative written agreement between First Seating and Member.

23. PRIVACY + PUBLICITY

Member will comply with the privacy and discretion obligations in the House Rules.

Nothing in this Agreement prohibits Member from:

  • speaking with legal, tax, medical, or other professional advisers;
  • seeking assistance regarding safety or misconduct;
  • reporting suspected unlawful conduct;
  • complying with legal process; or
  • making another disclosure protected by law.

First Seating will obtain separate consent where legally required before using Member’s name, image, likeness, or voice for promotional or advertising purposes.

24. ELECTRONIC SIGNATURES

The parties consent to conducting this transaction electronically.

An electronic signature applied through First Seating’s designated signing process is intended to have the same effect as an original handwritten signature.

First Seating may retain the completed electronic Agreement and related signing record as the original record.

Member will receive an electronic copy of the completed Agreement.

25. NOTICES

Routine membership communications may be sent by email or telephone.

Notice of:

  • a Fit Review termination;
  • termination of membership; or
  • a material breach

must be in writing and sent by email.

First Seating: helen@firstseating.nyc

Member: ______________________

A notice is deemed received when acknowledged or, absent a delivery failure, on the next business day after transmission.

26. GOVERNING LAW + VENUE

This Agreement is governed by the laws of the State of New York.

Subject to any nonwaivable legal right, the parties consent to exclusive jurisdiction in the state courts located in New York County, New York, and applicable federal courts having jurisdiction over New York County.

Either party may request a good-faith conversation before filing a claim in an effort to resolve the matter informally.

27. ENTIRE AGREEMENT

This Agreement, together with the House Rules accepted by Member and any document expressly incorporated by reference, constitutes the parties’ agreement regarding membership.

If the House Rules conflict with this Agreement, this Agreement controls.

Any amendment to this Agreement must be in writing and affirmatively accepted by both parties.

Failure to enforce a provision on one occasion does not waive the right to enforce it later.

If any provision is unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law.