Terms and Conditions of LIMITED EDITION Lifetime Membership Agreement for Verde Touch: 
The following Terms and Conditions (“Terms”) sets forth the Member’s rights and duties for his or her lifetime membership (“Membership”) at Verde Touch. 

Privileges of Membership. The Member, and the Member’s immediate family, defined as that Member’s spouse or domestic partner, dependent children, and visiting relatives (those family members living outside of the Bay Area) (“Family”), shall be entitled to the following privileges in exchange for purchasing a lifetime membership at Verde Touch: (i) 25% off massage services at all Verde Touch locations for the duration of the membership; (ii) a one-time Membership transfer to any individual for no additional cost; (iii) a lifetime Founding Membership to Casa Verde Eco Farm Retreat subject to the terms and conditions of the Casa Verde Eco Farm Retreat Membership Agreement (attached). Any discounts or coupons offered herein may not be combined with other coupons, discounts, or sales. 

The Member understands that the Privileges and Benefits listed herein are subject to the availability and prior commitments to other members. 

Membership Fees, Dues and Charges. Upon execution of the Membership Agreement, the Member shall pay to Verde Touch a one-time Membership Fee in the amount of Five Thousand Dollars ($5,000.00). There are no annual dues for the Membership. 

In addition to the Membership Fee, Members shall also be responsible for paying separately for the massage services and accommodations (collectively “Services”) offered by Verde Touch. Payment for Services shall be due upon Member’s receipt of invoice for such Services. Services offered by Verde Touch, and the prices charged for such Services, are subject to change at any time, without notice. 

Forfeiture of Membership. Verde Touch shall have the right to suspend Membership and the rights and privileges associated with membership of any Member who fails to pay any indebtedness prior to the expiration of the ninetieth (90th) day after such indebtedness arises. After such suspension, the Member may have his or her ownership reinstated only by the payment in full of all of his or her then-outstanding indebtedness. Verde Touch shall have the right to suspend indefinitely the rights and privileges of any Member who fails to comply with the rules and regulations for Verde Touch (“Rules and Regulations”) or any Member whose Family, or any member of the Family, fails to comply with the provisions of this Agreement or the Rules and Regulations. All notices of suspension shall be in writing and shall indicate the reason for the suspension and the action necessary for the reinstatement of the Member’s rights and privileges. Verde Touch shall have the right to terminate the membership of any Member whose rights and privileges have been suspended and who has failed to take the actions necessary to have his or her Member rights and privileges reinstated within thirty (30) days after such suspension. A copy of the Verde Touch Rules and Regulations may be found at www.verdetouch.com/membership-rules-regs 

Transfer of Membership. No Lifetime Founding Membership may be transferred, assigned or conveyed without the expressed, written approval of Verde Touch, LLC or as is otherwise expressly permitted by these Terms and Conditions. Any Lifetime Membership may be transferred one time by the Member upon such Member providing written notice to Verde Touch, LLC of the transfer and of the contact information for the individual transferee. Any Membership so transferred will expire on October 1, 2048.

No Ownership. This Agreement shall not create or confer upon any Member any ownership interest, direct or indirect, in Verde Touch, its subsidiaries, or affiliates. 

Miscellaneous. 

This Agreement shall be governed by the laws of the State of California. 

Should any dispute arise between a Member and Verde Touch arising out of or relating to the Membership, the Membership Agreement, these Terms and Conditions, or any Services provided, such dispute shall be submitted to binding arbitration. The arbitration shall be subject to the substantive and procedural laws of the Federal Arbitration Act (Title 9 U.S.C.) notwithstanding any choice of law provision in these Terms and Conditions to the contrary. The arbitration shall be conducted by a single arbitrator and in accordance with the commercial rules of the American Arbitration Association. Any party to the dispute shall pay a pro rata share of any costs associated with the arbitration, without right of collection or reimbursement from the other parties. Any judgment issued by the arbitrator shall be enforceable in any court having competent jurisdiction. The arbitration shall be conducted in Santa Clara County, California or in any other venue mutually accepted by the parties to the dispute.


Terms and Conditions of LIMITED EDITION Lifetime Founding Membership Agreement for Casa Verde Eco Farm Retreat: 
The following Terms and Conditions (“Terms”) sets forth the Member’s rights and duties for his or her membership (“Membership”) at Casa Verde Eco Farm Retreat (“Retreat”) and his or her use of the land and facilities to be acquired by Casa Verde LLC for purposes of establishing the Retreat, at a location to be determined, within approximately a one (1) hours or less drive from Verde Touch Los Altos (“Facilities”). 

Effectiveness of Agreement: Member hereby acknowledges that the Facilities have not been acquired by Casa Verde, LLC and/or the Facilities have yet to open for private or public business. Member and Casa Verde, LLC agree that this Membership shall terminate if the Facilities, or equivalent real property and facilities, have not been acquired by Casa Verde, LLC on or before December 31st, 2023. Casa Verde, LLC makes no representations or warranties concerning its ability to acquire the Facilities or their equivalent. 

Privileges of Membership. The Member, and the Member’s immediate family, defined as that Member’s spouse or domestic partner, children, and visiting relatives (living outside of the Bay Area) (“Family”), shall be entitled to the following privileges while his or her Membership at the Facilities is active: (i) 25% off all massage, overnight lodging, and food at the Facilities; (ii) a one-time Membership transfer to any individual for no additional cost; (iii) priority booking for lodging, classes, workshops, and spa services; (iv) priority booking for business owners for your corporate off-sites which includes your employees (up to and no greater than 20 active employees) receiving your member discount. Business owners must be present on your corporate off-sites for your member discount to be extended to participating active employees. (This benefit validates this Membership offer as a valid business expense.); (v) Members only invitation to the Founder’s Party, an exclusive Members only event to take place at the Facilities once acquired by Casa Verde; and (vi) an opportunity to memorialize your Membership at the Facilities with an engraving. Any discounts or coupons offered herein may not be combined with other coupons, discounts, or sales. 

The Member understands that the Privileges and Benefits listed herein are subject to the availability and prior commitments to other members. 

Membership Fees, Dues and Charges. Members of Casa Verde who are also Members of Verde Touch will not be charged a separate Membership Fee. Members shall be responsible for paying for the services, accommodations, classes, and activities (collectively “Services”) offered at the Facilities. Payment for Services shall be due upon Member’s receipt of invoice for such Service. All dues and other charges that are not paid within thirty days after receipt of an invoice shall accrue interest at the annual rate of ten percent (10%) until paid. Such interest shall be a part of and shall be paid with the payment of the dues and other charges. The Services, and prices charged for the Services, being offered at the Facilities are subject to change at any time, without notice. Casa Verde, LLC does not guaranty the availability or performance of any particular Services. 

Forfeiture of Membership. Casa Verde, LLC shall have the right to suspend Membership and the rights and privileges associated with membership of any Member who fails to pay any indebtedness to prior to the expiration of the ninetieth (90th) day after such indebtedness arises. After such suspension, the Member may have his or her ownership reinstated only by the payment in full of all of his or her then-outstanding indebtedness. Casa Verde, LLC shall have the right to suspend indefinitely the rights and privileges of any Member who fails to comply with the rules and regulations established for the Facilities or any Member whose Family, or any member of the Family, fails to comply with the provisions of this Agreement or the Rules and Regulations. All notices of suspension shall be in writing and shall indicate the reason for the suspension and the action necessary for the reinstatement of the Member’s rights and privileges. Casa Verde, LLC shall have the right to terminate the membership of any Member whose rights and privileges have been suspended and who has failed to take the actions necessary to have his or her Member rights and privileges reinstated within thirty (30) days after such suspension. 

Transfer of Membership. No Lifetime Founding Membership may be transferred, assigned or conveyed without the expressed, written approval of Casa Verde, LLC or as is otherwise expressly permitted by these Terms and Conditions.  Any Lifetime Membership may be transferred one time by the Member upon such Member providing written notice to Casa Verde, LLC of the transfer and of the contact information for the individual transferee.  Any Membership so transferred will expire on October 1, 2048. 

Recall of Members. Casa Verde, LLC shall have the right to recall and thereby terminate any membership at any time, with or without cause and without hearing and may exercise this right of recall by sending written notice of such recall to the Members of the affected classification (the “Notice of Recall”). 

Right to Sell, Lease or Finance. This Agreement shall not restrict in any way Casa Verde, LLC’s right to sell, lease or finance all or any portion of the Facilities that are under its ownership. 

Maintenance. Casa Verde, LLC shall make all decisions regarding the operation and maintenance of the Facilities. In connection with these decisions, Casa Verde, LLC shall be entitled to close down the Facilities for repair, restoration, relocation, expansion or remodeling at any time, with or without notice to Members. 

Rules and Regulations. Casa Verde, LLC shall establish, maintain, and from time to time, amend Rules and Regulations (the “Rules and Regulations”) governing the use of the Facilities by the Members and their guests and invitees. Copies of the Rules and Regulations shall be made available on the website www.verdetouch.com/membership-rules-regs 

Miscellaneous. 

This Agreement shall be governed by the laws of the State of California. 

Should any dispute arise between a Member and Casa Verde, LLC arising out of or relating to the Membership, the Membership Agreement, these Terms and Conditions, the Facilities, or any Services provided at the Facilities, such dispute shall be submitted to binding arbitration. The arbitration shall be subject to the substantive and procedural laws of the Federal Arbitration Act (Title 9 U.S.C.) notwithstanding any choice of law provision in these Terms and Conditions to the contrary. The arbitration shall be conducted by a single arbitrator and in accordance with the commercial rules of the American Arbitration Association. Any party to the dispute shall pay a pro rata share of any costs associated with the arbitration, without right of collection or reimbursement from the other parties. Any judgment issued by the arbitrator shall be enforceable in any court having competent jurisdiction. The arbitration shall be conducted in Santa Clara County, California or in any other venue mutually accepted by the parties to the dispute.