B. Family Plan. A second Household Partner may purchase a separate membership at any tier on the same terms as any other Member and may share the Household’s included childcare hours, which are pooled for the Household each month. For example, if one Household Partner holds a Monarch membership (eight (8) hours) and the other holds a Mothership membership (no included hours), the Household has a pool of eight (8) childcare hours per month; if both hold Monarch memberships, the Household has a pool of sixteen (16) childcare hours per month. Pooled included hours are counted per child per hour and do not roll over, and each membership remains personal to the Member who holds it.

Additional details are set forth in the Fee Schedule (Exhibit B). 

4. Founding Reservations. A founding reservation requires a reservation deposit of twenty-five dollars ($25), collected at the time of reservation through a Stripe Payment Link or another secure payment processor designated by Theodora. By completing the reservation, the Member authorizes Theodora and its payment processor (i) to store the Member’s payment method on file, (ii) to charge that payment method at opening as described in this Section, and (iii) to charge it monthly after that until the membership is cancelled under this Agreement. The Member may cancel the reservation and receive a full refund of the deposit by giving written or email notice to Theodora within seven (7) days after the date of reservation (the “Grace Period”). After the Grace Period, the deposit is non-refundable if the Member changes their mind or otherwise cancels the reservation. The Member may still cancel the reservation at any time before the opening charge and will not be charged for the first month. If Theodora does not open for business by December 31, 2027, the deposit will be refunded in full to the payment method on file, whether or not the Grace Period has expired. At opening, the saved card is automatically charged for the first month of membership unless the Member has cancelled the reservation before that charge, and the twenty-five dollar ($25) deposit is credited toward that first month. Theodora will send the Member a reminder email between forty-five (45) and sixty (60) days before the expected opening date. The email will state the opening date, the Member’s selected tier, the amount to be charged (including applicable sales tax and the deposit credit), the date of the charge, and clear instructions for opting out before the charge. After the first month, the membership renews automatically each month, and the payment method on file will be charged the applicable Membership Dues until the Member cancels under the Cancellation section of this Agreement. Reservation deposits are not subject to Arkansas sales tax until the deposit converts into a membership, at which point applicable sales tax applies. 

5. Dues and Fees. Members shall pay dues (plus applicable Arkansas sales tax) in accordance with the Member’s selected membership tier (“Membership Dues”), as set forth in the Fee Schedule (Exhibit B). Founding rates remain locked as described in this Agreement for so long as the Member remains active. For standard (regular-rate) Members, Membership Dues and other recurring fees are subject to change upon 30 days’ prior written notice to the Member, and a standard Member who does not accept the change may cancel the membership, without penalty, by written notice given before the change takes effect. Childcare add-on blocks are available in four (4) hour blocks for fifty dollars ($50) per block; purchased add-on hours roll over, but included monthly hours do not roll over, and childcare hours are counted per child per hour (for example, two children in care for the same hour use two hours). Included monthly childcare hours of Members in the same Household are pooled and may be used by that Household as described in the Fee Schedule (Exhibit B). Members and prospective members may also purchase optional add-ons, including Day Passes, a 7-Day Trial Pass, and a CEO Add-On, at the prices and on the terms set forth in the Fee Schedule (Exhibit B), which Theodora may update from time to time. Membership Dues are non-refundable and non-transferable except as expressly provided in this Agreement. Failure to timely pay Membership Dues or other fees shall result in suspension or termination of Membership as provided below.

6. Use of Facilities. Members have access to Theodora’s facilities, programming, and member spaces subject to the Club Rules. Theodora’s facilities shall not be opened to the public or used for any commercial purpose by Members unless approved by Theodora in writing. Members may bring guests, including other children, provided:

   1. Each Member may bring one (1) guest per visit, and each guest must remain with the sponsoring Member at all times and be checked in upon arrival. Guest access requires prior registration and approval by Theodora, completion of the Guest Waiver, check-in, compliance with the visit limits, and no prior removal for cause, and is limited to three (3) visits per calendar quarter by the same guest and subject to the Guest Pass fees in the Fee Schedule (Exhibit B);

   2. Guests, and any accompanying children, shall comply with the Club Rules, and each guest (or the guardian of a guest child) must sign the applicable waiver and release (Guest Waiver, Exhibit D) and Theodora’s photo acknowledgment before first entry;

   3. The sponsoring Member is responsible for the conduct of their guests and their guests’ children while on the premises, and for ensuring that any child guest is accompanied by a consenting parent or guardian who has provided emergency contact information, health and allergy disclosures, and any required consents, and that a guest’s child is in childcare only while that guest remains on site; and

   4. Additional details are set forth in the Fee Schedule (Exhibit B). 

      Wellness Rooms. Wellness rooms are for use by one (1) adult at a time, together with that adult’s own child. Use of the wellness rooms is subject to the code of conduct in the Club Rules, and misuse of a wellness room is grounds for suspension or termination of membership, subject to the notice and review procedures in Section 16 (Conduct and Termination).

      Independent Vendors. Theodora may sublease or license space within its facilities to independent third-party vendors, such as a cafe and massage therapy or esthetician service providers (“Vendors”). Vendors are independent businesses and are not employees, agents, or partners of Theodora. Theodora is not responsible for, and makes no representation or warranty regarding, any product or service provided by a Vendor, and any purchase from a Vendor is solely between the Member or guest and that Vendor. Each Vendor must maintain its own insurance and obtain its own waivers, consents, and intake forms for its services, which are in addition to this Agreement. Vendors must comply with applicable law and with the nondiscrimination requirements of this Agreement and the Club Rules. Unless Theodora approves otherwise in writing, Vendors operating within Theodora’s facilities may serve only Members and their checked-in guests.

7. Childcare (Parent-Present). Childcare at Theodora is parent-present: at least one of the child’s parents or legal guardians (or an authorized non-parent caregiver who is the Member) must remain on Theodora’s property, and be reachable by phone, for the entire time the child is in care, and childcare is available only while the Member is simultaneously using Theodora. A staff member’s child may not be in care during that staff member’s shift unless the child’s other parent or legal guardian is on site as a paying Member; when off shift, staff members are subject to the same rules as Members. A grandparent or other non-parent caregiver may join as a paying Member, and may bring a child into care, only with a signed written authorization from the child’s parent or legal guardian on Theodora’s form (Exhibit C, Section 3), on file with Theodora. Childcare hours are counted per child per hour (for example, two children for one hour uses two hours). Where two Household Partners each hold a membership, the Household’s included monthly childcare hours are pooled and may be used by either Member (for example, one Monarch and one Mothership membership provide a Household pool of eight (8) hours per month, and two Monarch memberships provide a Household pool of sixteen (16) hours per month). Theodora staff will contact the Member right away if the child: shows signs of illness (such as fever, vomiting, diarrhea, or unusual lethargy); is injured, however minor (an incident note is shared at pickup); is inconsolable or distressed and cannot be settled within about ten (10) minutes; has a toileting accident or needs a diaper or clothing change staff cannot handle; behaves in a way that puts the child or other children at risk (such as biting or hitting); or asks for their parent repeatedly. In an emergency, staff will call 911 first and then the Member. Theodora provides store-bought diapers and wipes in the childcare area; parents may bring their own if labeled with the child’s name, and Theodora is not responsible for reactions or issues arising from supplies provided. Caregivers will only give a child food or drink that the parent has provided or approved; parent-provided items must be labeled with the child’s name, children do not share food, and parents must disclose allergies and dietary restrictions before the child’s first session. Additional terms are set forth in the Childcare Policies (Exhibit C).

8. Illness and Sick-Child Policy. To protect the health of all children and staff, Theodora may decline to accept, or may discontinue, care for a child who shows signs of illness, including (without limitation) fever, vomiting, diarrhea, rash of unknown origin, or other contagious symptoms as described in the Childcare Policies. If a child becomes ill while in care, the Member must promptly retrieve the child, and Theodora may require the child to be picked up. Childcare exclusions are based on the health and safety criteria in this Section and the Childcare Policies, subject to the accommodation provisions in Section 9. A child excluded for illness may return to care once the child has been symptom-free for at least twenty-four (24) hours without the use of fever-reducing or symptom-masking medication, or upon written clearance from a licensed health care provider. In an emergency, staff will call 911 first and then the Member. Theodora makes no guarantee that participation in its programming or childcare will prevent exposure to or transmission of illness.

9. Liability; Waiver and Assumption of Risk. THE MEMBER, ON BEHALF OF THE MEMBER AND THE MEMBER’S CHILD(REN), KNOWINGLY AND VOLUNTARILY ACKNOWLEDGES AND ASSUMES THE RISKS ASSOCIATED WITH USE OF THEODORA’S SPACE, PROGRAMMING, AND CHILDCARE, AND WAIVES AND RELEASES THEODORA AND ITS OWNERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS ARISING FROM SUCH USE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF THEODORA OR ITS OWNERS, EMPLOYEES, OR AGENTS, TO THE FULLEST EXTENT PERMITTED BY LAW. THIS RELEASE DOES NOT APPLY TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Member authorizes Theodora staff to call 911 and to arrange emergency medical care for the Member’s child if the Member cannot be reached immediately, even while on site. The Member must disclose allergies, medical needs, and any other information caregivers should know before the child is in care. Theodora will consider in good faith, through an individualized discussion with the Member, reasonable accommodations for a child’s disability or medical needs (which may include a written care plan from the child’s health care provider), and will provide such accommodations where they can be made without fundamentally altering the childcare program or creating a direct threat to the health or safety of others. Only the parent, legal guardian, or authorized caregiver who checked the child in, or an adult that person names in writing in advance (including at check-in), may pick the child up, and staff may require photo identification. Theodora is not responsible for lost, stolen, or damaged personal property.

10. Photographs and Privacy. The Member grants Theodora a general release to photograph and record the Member and to use such images for Theodora’s operations and marketing. Photographs of children require separate, opt-in consent, and Theodora’s default practice is not to post children’s faces. A Member may change the Member’s photo consent at any time; upon such change, Theodora will stop using the relevant images in new content, although content already posted need not be removed. The code of conduct includes a photography rule prohibiting Members from posting other Members or their children without permission.

11. Alcohol. Any alcohol served at Theodora events will be served only by a licensed bartender who checks identification. Members are responsible for their own alcohol consumption and for remaining able to care for their children, as childcare is parent-present and Members remain responsible for their children while on site.

12. Non-Transferable. Memberships are personal to the Member and may not be shared, assigned, transferred, or sold, except that, as provided in Section 3, if the primary Member of a founding Household cancels, a Household Partner in the same Household may take over the Household’s founding spot at the founding rate for that partner’s tier; founding spots and founding rates may not otherwise be transferred to anyone outside the Household. No proprietary or ownership interest in Theodora is conferred by membership.

13. Cancellation. A Member may cancel the Member’s membership upon 30 days’ prior written notice to Theodora. If a founding Member cancels and later rejoins, the Member will lose the founding rate and will be subject to the then-current regular rates, unless Theodora agrees otherwise in writing; provided, however, that if a Household Partner continues an active membership without interruption, the Household’s founding spot and founding rate are preserved as provided in Section 3, and the cancelling Member may rejoin at the founding rate for the Member’s tier while the Household Partner remains active.

14. Pausing and Freezing Membership. A Member may request to pause or freeze the Member’s membership for limited periods for parental leave, medical reasons, extended travel, or other reasons approved by Theodora, up to a maximum of three (3) months in any rolling twelve (12)-month period. During a freeze, the Member will not be charged, included childcare hours will not accrue, and a founding Member’s founding rate will be preserved and will resume upon reactivation. Freeze requests must be submitted in writing through Theodora’s administrative process and are subject to Theodora’s approval and any conditions set forth in the Club Rules. Requests for parental leave (available to any parent, including birth, adoptive, and foster parents) or for medical reasons will be granted, and Theodora will consider in good faith any request for a freeze, extension, or other reasonable modification related to a disability, requesting only such documentation as is reasonably necessary to evaluate the request.

15. Failed Payments. If a payment fails, the Member will have a grace period of three (3) days, beginning on the date Theodora sends the Member written notice (including by email) of the failed payment, to cure the failed payment, during which Theodora may retry the charge to the payment method on file on day 2 after the failed charge. Theodora may assess a late fee of $25 on overdue amounts where permitted by law. If payment remains uncured after the grace period, Theodora will notify the Member in writing and may suspend the Member’s access and privileges (including childcare booking) until all overdue amounts are paid. If overdue amounts remain unpaid thirty (30) days after the suspension notice, Theodora may terminate the membership for nonpayment upon written notice to the Member, and a terminated founding Member will lose the founding rate unless a Household Partner continues an active membership as provided in Section 3.

16. Conduct and Termination. Members and their guests and children must comply with Theodora’s code of conduct and House Rules (Exhibit A), including treating staff and other Members with respect, observing safety requirements, and refraining from harassment, disruptive conduct, misuse of the facilities (including the wellness rooms, which are intended for one adult at a time plus that adult’s own child), or providing false information. Membership may be terminated by resignation of the Member, for nonpayment of Membership Dues or other fees, for providing false information, or for violation of this Agreement or the Club Rules. Subject to the procedures set forth below, Theodora reserves the right to suspend or terminate the membership of any Member who violates these standards, and misuse of a wellness room in violation of the Club Rules is grounds for termination. Except as expressly provided in this Agreement (including the pro-rata refund upon termination without cause described below), no refunds of Membership Dues will be provided upon termination.

    1. Notice of Alleged Violation. Before suspending or terminating a membership for cause (other than for nonpayment under Section 15), Theodora will give the Member written notice describing the alleged violation and the provision of this Agreement or the Club Rules involved.

    2. Opportunity to Respond. The Member may respond in writing, or by requesting a meeting, within five (5) days after the date of the notice, and Theodora will consider any response before making a final decision.

    3. Decision. Theodora’s Manager will consider the information available and provide the Member a written decision stating the reasons. If the Manager is the subject of the complaint or has a personal conflict, Theodora will designate another decision-maker.

    4. Progressive Discipline; Interim Suspension. Ordinarily, Theodora will apply progressive discipline (a written warning, then a temporary suspension, then termination), taking into account the severity and frequency of the conduct; however, where conduct poses an immediate threat to the health or safety of any child, Member, guest, or staff member, Theodora may impose an interim suspension effective immediately pending completion of these procedures, and a wellness-room violation may result in termination following notice and an opportunity to respond without prior warnings.

    5. Enforcement Standards. All enforcement decisions are subject to Section 2(a).

    6. Complaints. Concerns about conduct or enforcement may be reported under Exhibit A, Section 5.

    7. Termination Without Cause. Theodora may terminate a membership without cause upon thirty (30) days’ prior written notice, in which case Theodora will refund the pro-rata portion of any prepaid Membership Dues for the period after the termination date and the value of any unused purchased add-on childcare hours.

17. Member and Child Data. Theodora collects and stores Member information and information about Members’ children, including emergency contacts and health, allergy, authorized-pickup, and similar information. Theodora will treat this information as confidential and will use it for operational purposes, including providing programming and childcare, and may disclose it as necessary in an emergency, to service providers (such as its payment processor), and as required to comply with applicable law. Theodora will not sell, rent, or trade Member or child information, and will not use children’s health or allergy information for marketing. Theodora will use reasonable administrative, technical, and physical safeguards to protect this information, will limit access to children’s health, allergy, and authorized-pickup information to staff and caregivers who need it to provide care or respond to an emergency, and will notify affected Members of a data security breach as required by Arkansas law. Theodora will retain Member and child information for twelve (12) months after the membership ends (or longer if required by law or to resolve a pending dispute or complaint) and will then securely delete or destroy it. Information about children is collected only from the child’s parent or legal guardian and only as needed to provide safe care and programming, and any child’s name or Member mailing address collected for a specific event or keepsake activity will be used only for that activity. A parent or legal guardian may request to review, correct, or delete a child’s information, subject to the retention period and exceptions above. Each Member is responsible for keeping the Member’s information, and each child’s information, accurate and current. Additional details are described in the Privacy/Data Notice (Exhibit E).

18. Acknowledgment. By signing below, the Member acknowledges and agrees that:

    1. Theodora operates as a private membership club and is not open to the general public.

    2. Membership does not confer any ownership or management rights in Theodora.

    3. Theodora is organized for the mutual enjoyment and benefit of its Members and their children, and may establish or amend the Club Rules at its discretion, subject to Section 2(a). Theodora will provide Members at least 30 days’ prior notice (which may be given by email) of any material change to the Club Rules.

19. Entire Agreement; Laws. This Agreement, together with the Club Rules and the Exhibits referenced herein, constitutes the entire agreement of the Parties. This Agreement is governed by the laws of the State of Arkansas, without regard to its conflict-of-laws principles, and any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Benton County, Arkansas, to whose jurisdiction the Parties consent. If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect. Notices to Theodora under this Agreement shall be given in writing by email to legal@theodoraclub.com, and notices to the Member may be given by email to the address provided below (or as later updated by the Member in writing); email notice is effective upon sending absent notice of non-delivery. This Agreement may be amended only by a written instrument signed or electronically accepted by both Parties, except that Theodora may amend the Club Rules as provided in this Agreement and may change standard-rate Membership Dues upon the prior notice required by this Agreement. 

EXHIBIT A — HOUSE RULES

These House Rules are part of the Club Rules and apply to all Members, household members, guests, and children while on Theodora’s premises or at any Theodora event.

1. Code of Conduct. Members and guests must treat staff, other Members, guests, and children with courtesy and respect; follow staff safety instructions; keep shared spaces clean and noise levels appropriate to shared work and lounge areas; supervise their own children at all times outside the childcare area; and refrain from harassment, threats, violence, illegal activity, commercial solicitation, misuse of the facilities, providing false information, and alcohol consumption that impairs their ability to care for their children.

2. Photography Rule. Members and guests may photograph, record, and post images of themselves while at the Club. They may not photograph, record, or post other Members, guests, staff, or their children without first asking and receiving that person’s (or, for a child, the parent’s or legal guardian’s) permission. Photography and recording are not permitted in the childcare area, wellness rooms, restrooms, or changing areas, except by authorized Theodora staff in accordance with a parent’s opt-in consent.

3. Wellness Rooms. Wellness rooms are intended for use by one (1) adult at a time, together with that adult’s own child, and must be reserved through Theodora’s booking system for no more than 120 minutes per session. Rooms must be left clean and may not be used by additional adults or for any sexual, illegal, or commercial purpose. Misuse of a wellness room is a serious violation of the Club Rules and may result in termination of membership, subject to the review procedure in Section 5 of these House Rules.

4. Nondiscrimination and Anti-Harassment. Section 2(a) of the Agreement governs nondiscrimination and nonretaliation. Harassment of any person, including unwelcome comments, conduct, or contact based on a protected characteristic, is prohibited.

5. Complaints and Enforcement. Any Member, guest, applicant, or staff member may report a concern, including discrimination, harassment, or a House Rules violation, in writing to concerns@theodoraclub.com. Theodora will review concerns promptly and impartially and maintain confidentiality to the extent practicable. Suspension and termination are governed by Section 16 of the Agreement, including its notice, response, and interim-suspension provisions; nonpayment is governed by Section 15.

6. Amendments. Theodora may amend these House Rules upon thirty (30) days’ prior written notice to Members, subject to Section 2(a) of the Agreement.

EXHIBIT B — FEE SCHEDULE AND MEMBERSHIP TIERS

All amounts are stated in U.S. dollars, are charged to the payment method on file, and are subject to applicable Arkansas state and local sales tax except as noted below.