Member Terms of Service — Lounge & Co.

🚧 DRAFT — Pre-launch counsel review required. This document is a working draft authored 2026-05-17 as part of the pre-launch legal-doc cascade. Do not publish without counsel review. Estimated counsel-review cost: ~$3–5k (paired with PRIVACY_POLICY_PLATFORM.md and DPA_VENUE_TEMPLATE.md).

Effective: [PENDING LAUNCH DATE] · Last revised: 2026-09-16 (draft v5) · Governing law: State of Delaware, United States

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1. Acceptance of these terms

These Member Terms of Service (the “Terms”) form a binding contract between you (the “Member”) and Lounge & Co., LLC, a Delaware limited liability company (“Lounge & Co.”, “we”, “us”, or “our”).

By creating an account, subscribing to a paid tier, or otherwise using the Lounge & Co. platform (the “Platform”), you agree to be bound by these Terms, the Acceptable Use Policy, the Community Guidelines, and the Platform Privacy Policy. Each of those documents is incorporated by reference into these Terms.

If you do not agree, do not create an account.

2. Who can be a Member

To be a Member, you must:

• Be at least 21 years of age, verified via Token of Trust identity + age verification at signup.
• Reside in the United States (verified via IP geofence at signup; non-U.S. residents are not currently eligible).
• Have legal capacity to enter into a binding contract.
• Not be prohibited from using the Platform under any prior suspension or ban.

You are responsible for ensuring your continued eligibility. If your eligibility status changes (e.g., you relocate outside the U.S.), you must notify us at [email protected].

3. Your account

You agree to:

• Provide accurate, current, and complete information during signup and identity verification.
• Maintain the security of your password and account credentials.
• Notify us immediately of any unauthorized access to your account.
• Be responsible for all activity that occurs under your account.

Lounge & Co. is not liable for any loss or damage arising from your failure to safeguard your account credentials.

We may suspend or terminate your account for any of the reasons described in the Acceptable Use Policy §5.

4. Subscription tiers and billing

4.1 Available tiers

Subscription benefits per tier are described on the Platform’s pricing page and in BUSINESS_MODEL.md §7. Tier benefits may change with reasonable notice; material changes that reduce benefits will be announced at least 30 days in advance.

4.2 Billing

Paid-tier subscriptions are billed via Stripe (our payment processor and sub-processor). By subscribing, you authorize Lounge & Co. and Stripe to charge your payment method:

• Monthly on the recurring monthly billing date if you select monthly billing.
• Annually on the subscription anniversary if you select annual billing.

You can manage your subscription, payment method, and billing history via the Stripe Customer Portal accessible from Settings → Billing in the Platform.

4.3 Free trials and promotions

We may offer free trials or promotional discounts. Specific terms are presented at the time of offer. Unless otherwise stated, free trials auto-convert to paid subscriptions at the end of the trial period; you can cancel anytime before conversion.

4.4 Refunds

• Monthly subscriptions: non-refundable for the current billing period. Cancellation takes effect at the end of the current period.
• Annual subscriptions: pro-rated refunds available within the first 14 days of the subscription period. After 14 days, the annual subscription is non-refundable.
• Termination for AUP breach: no refund for any unused portion of a paid subscription if the account is terminated for material AUP breach.

4.5 Tier downgrades and cancellation

• You may downgrade or cancel your subscription at any time via the Stripe Customer Portal.
• Cancellation takes effect at the end of the current billing period.
• On downgrade from Cellar Club → Connoisseur: your access to private venues is suspended (not removed) at the end of the current period. Re-upgrade restores access without re-approval.
• On downgrade to Free: paid-tier features become unavailable at the end of the current period; you retain access to public venues + your existing Activity history per the Free tier retention limit (30 days).

4.6 Failed payments

If a payment fails, we will retry the payment per Stripe’s standard retry schedule. After 14 days of failed retries, your subscription is downgraded to the Free tier. Email and in-app notifications are sent at each retry.

5. The Platform and its features

The Platform’s features, including which concierge turns you receive, which venues you can join, which Members you can DM, and which content visibility defaults apply, depend on your subscription tier and on the venue contexts you are inside. Feature availability is described in the Community Guidelines, and changes may be made with reasonable notice.

We may modify, suspend, or discontinue any feature for any reason. Material changes that reduce subscription benefits will be announced at least 30 days in advance; immaterial changes (UI tweaks, feature improvements) take effect without notice.

6. Your content

6.1 Ownership

You retain all ownership rights in content you create on the Platform (posts, comments, reviews, ratings, DMs, photos uploaded by you, profile information, and similar — “Member Content”).

6.2 License to Lounge & Co.

By creating Member Content on the Platform, you grant Lounge & Co. a worldwide, non-exclusive, royalty-free, sublicensable license to:

• Host, store, reproduce, and display the Member Content as necessary to provide the Platform to you and other Members.
• Make derivative works (e.g., thumbnails, search-indexed excerpts, Year-in-Drinks/Smokes recap summaries — recap generation requires your annual affirmative consent per Settings → Privacy).
• Use the Member Content for the operation, improvement, and provision of the Platform, including for content moderation and AI-feature provision via our sub-processors.

The sublicense granted above is limited to our sub-processors and service providers acting on our behalf to operate, secure, moderate, and improve the Platform, and to other Members solely as described in Section 6.3. To the maximum extent permitted by law, you waive, and agree not to assert against Lounge & Co. or its sublicensees, any moral rights or rights of attribution or integrity in Member Content with respect to the uses licensed above.

This license terminates when you delete the Member Content, except:

• Backup copies may persist for up to 30 days after deletion.
• Aggregated, anonymized data derived from the Member Content (e.g., palate trend analytics) may persist indefinitely.
• Member Content used to train AI features will not be used after deletion, except as already-incorporated into models trained before deletion.

6.3 License to other Members

When you make Member Content visible to other Members (per the visibility setting you choose for each post), you grant those Members a license to view and interact with the content (like, comment, save) consistent with the Platform’s normal use.

6.4 Representations

By creating Member Content, you represent and warrant:

• You own the content or have all necessary rights to share it.
• The content does not infringe any third party’s rights.
• The content does not violate the AUP, the Community Guidelines, or applicable law.

6.5 Removal

We may remove Member Content that violates the AUP, the Community Guidelines, or applicable law. We may also remove content in response to valid DMCA takedown notices per the Moderation Policy §7.5.

7. Sub-processors

Lounge & Co. uses the following sub-processors to provide the Platform. Each is bound by data-processing terms that prohibit them from using your data for purposes beyond providing their service to us:

Better Stack stores operational telemetry in the EU by default; a US-region custom data location is planned per ROADMAP N43. Full residency posture and transfer mechanisms for each sub-processor are described in the Platform Privacy Policy §4.

Additional sub-processors may be added with 30-day prior notice via email + in-app notification. The current sub-processor list is also published at lounge.app/subprocessors (or equivalent surface).

8. AI features (the concierge — Sterlon or Aurelle)

The concierge is an AI assistant powered by Anthropic Claude, presented through two display options you pick at onboarding: Sterlon (masculine) or Aurelle (feminine). Same underlying AI, same recommendation logic, same ranking principle — only the avatar and display name change. You can swap your concierge display at any time via Settings → Personalization → Concierge Display. By using the concierge (in either display):

• You acknowledge that you are interacting with an AI system (not a human), as disclosed via the persistent AI-assistant label shown on every concierge surface, including when you begin a conversation.
• You acknowledge that the concierge’s recommendations are computer-generated and may be inaccurate, incomplete, or unsuitable. Use the concierge’s recommendations as guidance, not as authoritative advice.
• You agree that the concierge’s recommendations are based on signals such as taste similarity, recency, and member preference, and are not influenced by paid placement. Paid promotional content, when shown, appears in a separately-labeled module distinct from the concierge’s main recommendation flow.

The concierge’s processing of your data is described in the Platform Privacy Policy. A consolidated summary of every AI feature is published in our AI Feature Disclosure.

8.5 No-warranty for AI-generated outputs

Lounge & Co.’s AI features include concierge recommendations, Hive moderation classifications, taste-profile inference, palate-similarity matching, and (with your annual affirmative consent) Year-in-Drinks/Smokes narrative generation. Each is an automated output subject to the following framing:

• Concierge recommendations. AI-generated and may be inaccurate, incomplete, or out-of-date. Lounge & Co. makes no warranty as to the accuracy of any concierge-generated content. You are responsible for verifying any product information, pricing, or availability with venue staff before acting on a recommendation. The concierge is an advisor; the venue remains the authority on its own catalog, stock, hours, and staff. Concierge recommendations are computer-generated outputs authored by an automated system; they are informational guidance only, are not endorsements, and are not medical, health, or addiction advice. See also the hospitality disclaimer in Section 12.
• Hive moderation classifications. Automated content classifications used to triage content into the moderation queue. False positives and false negatives are expected; human triage corrects automated classifications within the published SLA window. A Hive classification is not a finding of fact about you or your content.
• Taste-profile inference + palate-similarity matching. Statistical models trained on your logged consumption patterns. Inferences are probabilistic, not definitive. Members can opt out of automated decision-making at Settings → Privacy → Automated decision-making opt-out per the Privacy Policy’s automated-decision-making provisions.
• Year-in-Drinks/Smokes narrative generation. Generated only with your affirmative annual consent. Narrative content is automated; Lounge & Co. makes no warranty about the accuracy of narrative summaries. Each narrative recap is displayed with a visible “AI-generated” label when you view it and in any email delivery.

For all of the above, Lounge & Co. disclaims any liability for harm arising from your reliance on AI-generated outputs. You have the right under CCPA + emerging state privacy law to opt out of automated decision-making at Settings → Privacy → Automated decision-making opt-out. Opting out disables concierge recommendations entirely (regardless of your chosen display). Automated suppression of Hive moderation auto-actions for opted-out members is forthcoming with our next milestone; until it ships, opting out pauses the concierge only, and your content continues to follow the standard moderation process described in the Moderation Policy.

9. Venue relationships

Lounge & Co. provides the Platform on which venues participate. Lounge & Co. is not the operator of any venue; venues are independently owned and operated. Your relationship with any particular venue (including the right to access a private venue, the venue’s policies, the venue’s products and services) is between you and the venue.

When you join a venue or are inside a venue workspace:

• Your venue-context Activity is processed by Lounge & Co. on behalf of the venue under the Venue DPA. Activity is your lifetime item/request journal at /activity. Each Activity row has a polymorphic parent — it belongs to either a Visit (an in-venue session you opened by checking in at the venue) or an Appearance (a record of your attendance at a venue-hosted Event). Visit items, staff-requests logged during a Visit, venue-context posts, and ratings of the venue’s catalog are processed under the venue’s DPA; your /appearances log of Event attendance follows the same scope when the venue’s Event is the anchor.
• The venue can see your Member profile, your Activity at the venue (Visit items and Appearances at the venue’s Events), and your venue-context posts per their default visibility setting.
• Venues do not see your DMs, your Activity at other venues, your cross-venue Appearances at other venues’ Events, your platform-wide social /feed, or your platform-wide profile data beyond what is necessary for venue-context operations.

The terms Activity, Visit, Appearance, and Event are defined as above; their data-model meanings and visibility scopes are described in NAMING.md §4.3, BUSINESS_MODEL.md §0.4, and ARCHITECTURE.md §5.

If you have a dispute with a venue, contact the venue directly. Lounge & Co. can facilitate communication but is not party to the dispute.

9.1 House rules

Where a venue is involved, the house’s own rules apply on top of these Terms, never instead of them. Staff decisions about service, seating, and conduct are final in their own house.

10. Prohibited use

You agree not to:

• Use the Platform in violation of the AUP.
• Use the Platform to facilitate the sale of tobacco or alcohol products (see BUSINESS_MODEL.md §0.1 — the Platform structurally does not support such sales).
• Reverse engineer, decompile, or attempt to extract source code from the Platform.
• Use the Platform to develop a competing product or service.
• Scrape, harvest, or programmatically access Platform data without our prior written consent.
• Bypass or attempt to bypass age verification, geo-fencing, rate limits, or any other access control.
• Use the Platform in any manner that could damage, disable, overburden, or impair our infrastructure.

11. Termination

Either party may terminate your account at any time:

• You can terminate by canceling your subscription via the Customer Portal and requesting account deletion via Settings → Privacy → Delete Account.
• We can terminate for material breach of these Terms, the AUP, or applicable law per the AUP §5 enforcement actions.

On termination:

• Access to paid-tier features ends at the end of the current billing period (or immediately for material AUP breach).
• Your Member Content is soft-deleted; you have 30 days to request export before hard deletion.
• Sub-processor deletion cascades execute per the Platform Privacy Policy.
• Backup copies of your data may persist for up to 30 days post-deletion for operational and audit purposes.

Termination does not auto-generate a Year-in-Drinks / Year-in-Smokes recap. The annual narrative is opt-in only and requires your separate affirmative consent each year per Settings → Privacy → Year-in-Drinks recap (see Section 8.5 and Section 6.2). If you terminate before recording that consent for the current year, no recap is generated; if you previously consented and a recap exists, it is treated like any other Member Content under the soft-delete + 30-day-export window above.

Sections that by their nature should survive termination — including content license survival (§6.2), disclaimers (§12), limitation of liability (§13), indemnification (§14), dispute resolution and arbitration (§15), and governing law (§16) — survive termination.

12. Disclaimers and warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF DATA. LOUNGE & CO. DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Hospitality, not supervision. Good houses look after their guests, and the Platform is built in that spirit. But Lounge & Co. is a guest book and a concierge, not a chaperone. It does not serve, supervise, or police any Member’s drinking or smoking; the Activity journal records what you choose to log and passes no judgment on it; and nothing the concierge says is a judgment about what or how much is right for you. If you want help with tobacco or alcohol, talk to a professional; the Platform will never stand in for one. LOUNGE & CO. DOES NOT SERVE, SUPERVISE, OR POLICE ANY MEMBER’S CONSUMPTION OF TOBACCO OR ALCOHOL AND MAKES NO REPRESENTATION ABOUT WHAT OR HOW MUCH IS APPROPRIATE FOR ANY MEMBER.

LOUNGE & CO. IS NOT RESPONSIBLE FOR THE CONTENT POSTED BY OTHER MEMBERS, FOR THE PRODUCTS AND SERVICES OFFERED BY VENUES, OR FOR ANY INTERACTIONS BETWEEN MEMBERS OR BETWEEN MEMBERS AND VENUES.

THE CONCIERGE’S RECOMMENDATIONS (WHETHER PRESENTED AS STERLON OR AURELLE) ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT PROFESSIONAL ADVICE.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, LOUNGE & CO.’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO LOUNGE & CO. IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) $100.

LOUNGE & CO. WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR ANY OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow limitation of liability for certain damages; in such jurisdictions, these limitations apply only to the maximum extent permitted by law.

14. Indemnification

You agree to indemnify and hold Lounge & Co. (and its officers, directors, employees, and agents) harmless from any claim, demand, loss, or damage (including reasonable attorneys’ fees) arising out of or relating to:

• Your breach of these Terms or the AUP.
• Your Member Content.
• Your interactions with other Members or venues.
• Your violation of applicable law.

Lounge & Co. will provide you prompt notice of any claim subject to this Section and may, at its option, assume the exclusive defense and control of any such claim, in which case you agree to cooperate reasonably. You will not settle any claim in a manner that imposes any obligation on, or affects the rights of, Lounge & Co. without our prior written consent. If Lounge & Co. assumes the defense, it will not settle any claim in a way that imposes a non-monetary obligation, an admission of fault, or an unreimbursed payment on you without your consent. This Section does not require you to indemnify Lounge & Co. for liability arising from Lounge & Co.’s own negligence, willful misconduct, or violation of law, and applies only to the extent permitted by applicable consumer-protection law.

15. Dispute resolution

15.1 Informal resolution

Before initiating formal proceedings, you agree to contact us at [email protected] to attempt informal resolution. We will respond within 30 days.

15.2 Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules, as modified by this Section. If AAA is unavailable or declines to administer, the parties will substitute JAMS under its comparable consumer rules.

(a) Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement — except that the enforceability of the class-action waiver in subsection (b) is for a court to decide. Disputes about the administration of the coordinated/mass-arbitration protocol in subsection (c) — including whether the 25-demand threshold, coordination, similarity, or batching applies — are decided by the AAA (or JAMS) administrator, or by a single process arbitrator the administrator appoints for that purpose, before merits arbitrators are appointed.

(b) Class-action waiver. You and Lounge & Co. agree to resolve disputes only on an individual basis; class actions, class arbitrations, and private attorney-general or other representative actions are not permitted, except as provided in subsection (d).

(c) Coordinated / mass arbitration. If 25 or more arbitration demands raising similar claims are filed by or with the coordination of the same or coordinated counsel within a 60-day period, the demands will be administered as a single coordinated proceeding in batches of up to 50: an initial bellwether batch will be selected and arbitrated to award, after which the parties will mediate the remaining demands in light of those outcomes. No per-case initiation fees beyond the bellwether batch accrue until the bellwether process concludes, and the AAA Mass Arbitration fee schedule governs all filing fees. All applicable limitations periods are tolled for each demand from the date it is submitted until it is resolved or released from this protocol. If your individual demand has neither been selected for a bellwether batch nor resolved through mediation within 12 months of submission, you may elect to proceed with it individually in arbitration immediately, or to litigate it in the courts identified in Section 16. If the protocol does not resolve the remaining demands, either party may likewise elect to litigate the unresolved demands in those courts.

(d) Public injunctive relief. Nothing in this Section waives any non-waivable right to seek public injunctive relief. A claim for public injunctive relief is severed and stayed pending the individual arbitration of all other claims, and is then litigated in the courts identified in Section 16. This subsection is non-severable from the class-action waiver in subsection (b) solely as applied to a claim for public injunctive relief: if subsection (d) is held unenforceable, only that public-injunctive-relief claim proceeds in court, and only to the minimum extent required by the McGill rule or other non-waivable law. All individual damages claims remain in arbitration, and the class-action waiver otherwise remains in full force.

(e) Fees and costs. For any arbitration you initiate, you will pay no more than $250 in arbitration fees; Lounge & Co. will pay all remaining arbitrator and administrative fees. Lounge & Co. will pay all invoices from the arbitration provider within the time required by the provider’s rules and applicable law, and in all events, where California law applies, within 30 calendar days of the due date, consistent with Cal. Code Civ. Proc. §§ 1281.97–1281.98.

(f) Hearing location. Arbitration will be conducted by telephone or video, by written submission, or — at your election — in person in the AAA locale nearest your residence.

(g) Equitable relief for intellectual property. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for protection of intellectual property rights without waiving arbitration of any other claim.

(h) Severability. If any portion of this Section other than the class-action waiver is held invalid, that portion is severed and the remainder enforced. If the class-action waiver is held invalid as to any claim seeking class or representative relief, that claim proceeds in court and all other claims remain in arbitration.

15.3 Exceptions

Small-claims court actions for amounts within the small-claims court’s jurisdictional limit are permitted as an alternative to arbitration.

15.4 30-day opt-out

You have 30 days from your acceptance of these Terms to opt out of the arbitration clause in Section 15.2 (including the class-action waiver). Opt out or visit Settings → Privacy → Arbitration opt-out. If you cannot access Settings, you may opt out within the same 30-day window by emailing [email protected] with your account email and a statement that you opt out of Section 15.2; we will send a dated confirmation and retain your election by Terms version. Opting out does not affect any other provision of these Terms. The election is permanent and irrevocable: if you opt out within the window, Section 15.2 does not apply to you and disputes proceed in the courts identified in Section 16; if you do not opt out before the window closes, Section 15.2 applies for the duration of your account.

If a material revision to these Terms touches Section 15 (the dispute-resolution clause), a fresh 30-day opt-out window opens on the revised Terms’ effective date. The notification you receive under Section 17 will identify the revision as Section-15-touching and link you back to the opt-out form. Prior opt-out elections persist; the new window is independent and is keyed to the new Terms version.

16. Governing law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, except that nothing in these Terms deprives you of the protection of any non-waivable provision of the law of the state in which you reside. The federal and state courts located in Wilmington, Delaware have exclusive jurisdiction over any claim not subject to arbitration.

17. Changes to these Terms

We may revise these Terms. Material revisions will be announced via in-app notification + email at least 30 days before they take effect. Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

Non-material revisions (clarifications, formatting, typo fixes) take effect immediately with notice in the revision history below.

18. Miscellaneous

• Entire agreement. These Terms (with the AUP, Community Guidelines, Platform Privacy Policy, and any applicable Venue DPA via your venue memberships) constitute the entire agreement between you and Lounge & Co. regarding the Platform.
• No waiver. Failure to enforce any provision is not a waiver of that provision.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No third-party beneficiaries. Except as expressly stated, these Terms do not create third-party beneficiary rights.
• Electronic agreement. You agree these Terms are entered into electronically and that your affirmative acceptance at signup, and at paid-tier conversion, constitutes a valid electronic signature under the federal E-SIGN Act and the Uniform Electronic Transactions Act (UETA). We record the Terms version you accepted, your acceptance timestamp, and your Section 15.2 arbitration opt-out election, by account.
• Notices. Notices to you may be sent via email to the address associated with your account. Notices to us must be sent to [email protected].

19. Contact

• General inquiries: [email protected]
• Legal: [email protected]
• Privacy: [email protected]
• DMCA: registered agent per Copyright Office DMCA Directory

20. Revision history