Terms of Membership — Sobremesa

DRAFT v0.1 — FOR COUNSEL REVIEW. Not yet in force. [COUNSEL] marks open legal decisions. Written in plain language on purpose; counsel is asked to preserve readability wherever protection permits.

Effective: [DATE] · Sobremesa [LEGAL ENTITY — COUNSEL], Salt Lake City, Utah.

The plain version

You pay a monthly membership. We set dinner tables of six and handle everything around them. Dinners are prepaid at cost. Cancel a seat a day ahead and you get it all back; closer than that and the $15 deposit stays behind; if we cancel, you get everything back plus a dinner on us. Show up, be decent to people, don't record anyone. If someone makes members unsafe, they're out — once. You can quit anytime. We promise a well-set table, not a guaranteed friendship.

1. Membership

1.1 Sobremesa is an invitation-based membership. We choose who to invite and admit; membership is personal and non-transferable.
1.2 Fees. Standard membership is $[40]/month. Founding members pay $25/month, locked at $25 for as long as their membership remains continuously active [COUNSEL: define "continuous"; effect of pauses/cancellation on the lock]. Fees bill monthly in advance and aren't prorated.
1.3 What membership includes: eligibility for weekly table invitations, our coordination of gatherings and follow-ups, and the concierge thread. Dinners themselves are paid per-dinner at cost (§2).
1.4 Cancel anytime. Text us or use the account page; cancellation takes effect at the end of the current billing month. No cancellation fees, no retention scripts.
1.5 You must be 21 or older; we verify ID at your first gathering.

2. Dinners, invitations, and payment

2.1 Invitations arrive by text and hold your seat for 24 hours; taking the seat means prepaying that dinner.
2.2 Dinner price = our cost. The fixed, family-style menu price (including tax and service) is shown before you pay — typically $35–45. We don't mark up dinners. A $15 deposit is part of each dinner payment and works as the show-up commitment in §3.
2.3 Your seat is yours alone. Tables are composed person-by-person, so seats can't be given to someone else. (Guest passes, when they exist, are their own invitation — not a substitution.)
2.4 We choose venues, menus, and — this is the product — who sits together. Total say over your inputs (interests, availability, people you'd rather not be seated with); our say over the outputs.

3. Cancellations, refunds, and showing up

3.1 You cancel 24+ hours before dinner: full refund of that dinner, deposit included.
3.2 You cancel within 24 hours: refund of the dinner minus the $15 deposit. Five people planned around you; the deposit is how that stays rare.
3.3 We cancel the table (any reason, including too few confirmations): full refund plus a comped dinner credit. Our miss, our cost.
3.4 No-show without a word: no refund of that dinner — the venue cooked, the table waited. If something went genuinely wrong, tell us; humans review these, not rules. [COUNSEL: confirm forfeiture enforceability as liquidated structure.]
3.5 Reliability matters here. Repeated late cancellations or no-shows may reduce invitations or, after a personal conversation, end membership. We will always talk to you before anything ends.
3.6 Membership fees are refundable only where required by law [COUNSEL].

4. Conduct

4.1 The standard: treat every member, guest, server, and venue with respect. You're at a table with people who trusted us with their evening.
4.2 One strike. Harassment, intimidation, discrimination, or making any member unsafe ends membership after a prompt human investigation — no warnings ladder. We may also permanently ensure two members are never seated together, as a measure short of removal.
4.3 No recording people. Don't photograph, record audio, or record video of other members at gatherings without their clear consent. (We never record anything, ever — that's in our Privacy Notice — and we ask the same restraint of you.)
4.4 Venue rules and the law apply; alcohol is always optional and never pressured.
4.5 Removal for conduct forfeits the current month's fee and any unredeemed comped credits from the incident's gathering [COUNSEL: refund posture on removal].

5. Honest limits of the service

5.1 We promise a well-set table, not a particular outcome. Chemistry, friendship, and second dinners are made by people; we set conditions and handle logistics.
5.2 Food and allergies: we pass your dietary needs to venues and confirm menus, but venues prepare the food and we can't guarantee an allergen-free kitchen. If your allergy is severe, tell us and the server, and make your own judgment — your health decisions remain yours.
5.3 Meeting people carries ordinary social risk. We verify ID, keep attendance records, maintain conduct standards, and have a human present at gatherings — and you remain responsible for your own interactions and choices, at the table and after it.
5.4 Venues are independent businesses, not our agents.
5.5 The service is provided "as is" to the extent law allows [COUNSEL: warranty disclaimer + jurisdiction carve-outs].

6. Liability, disputes, and law

6.1 To the extent permitted by law, our total liability for any claim is capped at the greater of $100 or the amounts you paid us in the [six] months before the claim; neither side is liable for indirect or consequential damages. Nothing limits liability that can't lawfully be limited (e.g., gross negligence, willful misconduct). [COUNSEL: full clause.]
6.2 Governing law: Utah. Disputes: [COUNSEL DECISION — small-claims-friendly informal-resolution-first clause vs. arbitration; founder preference is a mandatory 30-day informal resolution step and keeping small-claims court available either way.]
6.3 [COUNSEL: indemnification, force majeure, severability, assignment, entire agreement boilerplate.]

7. Ending membership and your data

7.1 You can cancel anytime (§1.4). We can end membership for conduct (§4), non-payment, or — with 30 days' notice and a full explanation — if we close a city or the program. If we end it for reasons that aren't about conduct, we refund the current month.
7.2 What happens to your information, including your right to a copy and to deletion, is governed by the Privacy Notice — which is part of these terms.

8. SMS & Messaging Terms

8.1 Program: Sobremesa membership messaging — dinner invitations, confirmations, day-of logistics, and follow-ups after gatherings, by SMS (or WhatsApp if you choose it).
8.2 Frequency: varies; typically 2–6 messages in a week you have a dinner, fewer otherwise. Our systems enforce a maximum of two prompts per day and quiet hours (no messages 8:30pm–9:00am your time) as a matter of policy.
8.3 Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.
8.4 Help & opt-out: reply HELP for help, STOP to opt out — and plain words work too: "please stop texting me" is honored exactly like the keyword. Because texting is how membership operates, opting out pauses invitations; we'll tell you that plainly at the time and hold your membership rather than bill you silently [COUNSEL: pause/billing mechanics].
8.5 Consent: you consented to these messages when joining the waitlist or membership; we keep the exact consent wording and its version.
8.6 No mobile information — phone numbers, opt-in status, or consent data — is shared with or sold to third parties or affiliates for marketing or promotional purposes. Delivery providers (e.g., Twilio) process messages solely to deliver them.

9. Changes

We may update these terms; material changes get a version bump and a text at least 14 days before they take effect. Continued membership after the effective date is acceptance; if you don't accept, cancel per §1.4 and we'll honor the old terms through your final billing month.

Contact: hello@sobremesahq.com · +13852138956 · Sobremesa, Salt Lake City, Utah.

Counsel checklist (the decisions this draft leaves to you): entity name & charter cross-references · founding price-lock conditions (§1.2) · no-show forfeiture structure (§3.4) · removal refund posture (§4.5) · warranty/liability clauses and caps (§5.5, §6.1) · dispute mechanism (§6.2 — founder preference noted) · standard boilerplate (§6.3) · opt-out/billing pause mechanics (§8.4) · safety-records subject-access posture (Privacy §8) · state privacy statute framing (Privacy §7) · retention periods marked in Privacy §6.