This Member Agreement (“Agreement”) entered between, Innovative Way, Inc., its agents, its affiliates, and/or its subcontractors (“Service Provider”, “We”, “Us”, “Our”) and You, your agents, your affiliates, and/or your subcontractors (“Customer”, “You”, “Your”) specifies Our duties and obligations and Your duties and obligations in order to deliver Our services including, but not limited to, virtually hosting member meetings, facilitating/collecting member-provided counsel and advice, coordinating member events, providing one-on-one counsel and advice, sharing industry knowledge and best practices, producing content for branding, marketing, social media, or advertising purposes, and any other services applicable to your subscription plan (collectively the “Subscription”) for the duration of Your agreement (“Subscription Term”) as outlined in Our engagement letter, Our proposal, Our quote form, Our order form, or Our purchase order form (collectively the “Engagement Letter”) and shall be executed on the earliest of (a) the date You sign physically or electronically the Engagement Letter, (b) the date You click a button or link indicating Your agreement with the Engagement Letter, or (C) You enter into or sign the Engagement Letter, or a similar written or electronic form from Us or Our affiliates or agents that references, links to, or otherwise incorporates this Agreement.

If You are entering into this Agreement on behalf of Your organization, that organization is deemed to be the Customer and You represent that You have the power and authority to bind Your organization to this Agreement.

CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

All information relating to You that is known to be confidential or proprietary, or which is clearly marked or indicated as such, shall be held in confidence by Us and will not be disclosed or used by Us except to the extent that such disclosure or use is reasonably necessary for Your Subscription. Any third-party requests to confidential or proprietary information relating to You shall be made known to You and require Your approval prior to disclosing to third-parties.

In the event We or another Member are required to respond to a subpoena, court order or other legal process regarding information You shared with Us, You agree to compensate Us in accordance to Our billable rates at time of the court appearance or legal process and to reimburse Us for any and all out-of-pocket expenses, including but not limited to, travel, lodging, meals, per diem, etc. incurred by Us.

All information relating to Us or other members that is known to be confidential or proprietary, or which is clearly marked or indicated as such, shall be held in confidence by You and will not be disclosed or used by You except to the extent that such disclosure or use is necessary to the obligations or Your rights under this Agreement.

Obligations of confidentiality shall extend for a period of one (1) year after the termination of this Agreement, but will not apply with respect to information that is independently developed by either party, lawfully becomes a part of the public domain, or of which either party gained knowledge or possession free of any confidentiality obligation.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

You represent and warrant that You have the right, power and authority to enter into this Agreement and to fully perform Your duties and obligations under this Agreement; in executing this Agreement, You do not violate any other agreement existing between You and any other person or entity; and You have all necessary rights in and to any content or materials We request from You to deliver Subscription.

You further represent and warrant that any content, information, data, or materials presented or submitted by You are factually true, accurate, and up-to-date.

You agree to, and shall, indemnify, defend and hold harmless Us, and Our directors, shareholders, officers, agents, employees, successors and assigns from any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including attorneys’ fees and expenses) and other liabilities arising from, in connection with or related in any way to, indirectly or indirectly, a breach or alleged breach of Your representations and warranties. Furthermore, if We incur any fees or damages as a result of any breach or alleged breach of your representations and warranties, You agree to reimburse Us for any and all of fees and damages and any legal fees and related the costs of defense.

You acknowledge that information shared by other members or the facilitator does not, and is not intended to, constitute legal, financial, medical, or other regulatory advice; instead, all information, content, advice, and materials ("Member Advisory Materials") available to You are presented "as is", for general informational purposes only, and may not constitute the most up-to-date information. You agree to, and shall, indemnify and hold Us, the facilitator, and other Members not liable for any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including attorneys’ fees and expenses) and other liabilities arising from, in connection with or related in any way to, indirectly or indirectly to Member Advisory Materials. You understand that You should contact a licensed professional to obtain their official opinion before acting based on Member Advisory Materials.

Member Advisory Materials may contain links or references to other third-party materials, collateral, websites, or other sources. Such link or references are only for Your convenience and does necessary represent the view or opinions of the facilitator or other members. 

If You enter into an agreement directly with another member or facilitator ("Third-Party Agreement"), You acknowledge that You do so willingly and entirely of Your own volition and accord. The outcome of that Agreement is entirely unrelated to this Agreement, and We shall not be liable for the outcome of Your Third-Party Agreement. 

SUBSCRIPTION FEES

You acknowledge that any estimates shown on Our website, ads, or any other marketing or sales collateral are estimates only and not considered to be actual fees. Actual fees pricing can vary based on Service requirements.

Any estimate We provide is based upon information You initially provide to Us. Actual fees may vary as circumstances change and/or new corrected information is made available.

We reserve the right to require deposits at Our discretion prior to commencement, and such deposits are only refundable, if You terminate prior to the start of Your Subscription Term.

Unless otherwise agreed to by both parties, all fees associated with Your Subscription Service ("Subscription Charges") are due in full upon commencement of Your Subscription Term.

Once Your Subscription Term commences, Your member fees are non-refundable, regardless of whether or not You participate in member activities.

If You choose to upgrade Subscription Plan during Your Subscription Term (a "Subscription Upgrade"), any incremental Subscription Charges associated with such a Subscription Upgrade will be prorated over the remaining period of Your then-current Subscription Term, added to Your balance, and due and payable upon commencement of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.

If You choose to downgrade Your Subscription, it will be made effective upon commencement of Your next Subscription Term (a "Subscription Downgrade"), and any adjustments to Subscription Charges will be applied towards Your Subscription Charges for Your next Subscription Term. No refunds or credits for Subscription Charges or other fees or payments will be provided to You during Your Current Subscription Term with such a Subscription Downgrade. Downgrading Your Subscription may prevent You from participating in certain member activities, and We are not liable for any damages as a result of Your Subscription Downgrade.

PAYMENTS

Payment for Subscription Charges are due at the beginning of each month and not contingent on Your participation in member activities. You shall receive invoices when Service fees. Participation in member activities may be prohibited until payment of all outstanding invoices have been made in full. If a payment authorization form has been provided, Your account will be charged for the full amount of the invoice. If no authorization has been provided, You will be contacted directly for collection of Our fee.

You authorize Us to electronically debit Your bank account or credit card provided for the full amount for Subscription rendered and invoiced per the terms of Your engagement(s) with Us. This authorization is to remain in effect until canceled. This method of payment may be canceled with five (5) days written notice. In the event that a payment is not honored, We have the right to re-present the transaction. This method of payment will not change any of the provisions of the engagement and unless indicated the draw will occur as invoices are presented.

For ACH debits to Your checking/savings account, You understand that because these are electronic transactions, these funds may be withdrawn from Your account as soon as the above noted periodic transaction dates. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (NSF), You understand that We may at Our sole discretion attempt to process the charge again within 30 days, and agree to an additional $35 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized recurring payment. You acknowledge that the origination of ACH transactions to Your account must comply with the provisions of U.S. law. You certify that You are an authorized user of this credit card/bank account and will not dispute this transaction with Your bank or credit card company; so long as the transaction corresponds to the terms of Your engagement(s). We have the right to revoke this method of payment at any time.

Once payment has been received by Us, You shall receive a receipt as proof of payment for Your records.

You have ten (10) days from the invoice date, to voice any objections or questions regarding Our invoice or any portion or element thereof. After the ten (10) day period all invoices shall constitute acceptance of the invoice as submitted and payment in full will be expected within the required time frame. Any courtesy billing adjustments given are honored for fourteen (14) days. After fourteen (14) days, the invoice must be paid at the full rate and the courtesy adjustment shall be null and void. Any Non-Sufficient Funds check will be charged an additional $50 fee.

Invoices are deemed delinquent if unpaid 15 days after the date of the invoice. Late fees are calculated at a rate of 1.5% interest per month on the entire outstanding balance due for all delinquent invoices. There is a minimum late fee of $35.

If You received a discount applicable to Service fees, Your discount shall be removed when invoices become delinquent. We reserve the right to suspend Subscription, terminate Subscription, or terminate Agreement when invoices become delinquent. In the event that any collection action is required to collect unpaid balances due, You agree to reimburse us for Our costs of collection, including attorneys’ fees.

If invoices are delinquent for 60 or more days, We shall immediately suspend Subscription to You until Your total balance owed is fully paid. In the event We suspend Subscription as a result of delinquent invoices, We shall not be liable for any damages/penalties incurred as a result of Our suspending Subscription.

Furthermore, We reserve the right to terminate Subscription due to delinquent invoices.

TERMINATION

Either party may terminate Agreement and Subscription upon giving a (30) days written or electronic notice and any remaining balance You may owe shall be immediately due.

No refunds or credits for Subscription Charges or other fees or payments will be provided to You if Your Subscription terminates, either by You or by Us, prior to the end of Your then effective Subscription Term.

We reserve the right to modify, suspend or terminate Your Subscription with cause, if We believe that You have materially breached this Agreement, violated other member’s rights, or engaged in suspected fraudulent, abusive, or illegal activity.

Any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities at Our sole discretion.

MEDIA

We grant you a perpetual license to use, distribute, modify, resell, transfer any videos, collateral, images, or other types of media We share with You during member activities.

You authorize and grant Us permission to take videos, images, or other types of media, including but not limited to: Your image, likeness, photos, drawings, video, voice, interviews, sound effects, social media posts, etc. (collectively “Member Activity Media”).

You also authorize Us to make edits, cuts, paraphrases, spelling corrections, grammatical changes, graphical additions, updates, or changes to Member Activity Media as deemed necessary by Us (collectively “Directorial Edits”) for marketing, advertising, or promotional purposes as long as any Directorial Edits preserves the original truth in Member Activity Media. You acknowledge that We shall own all rights and interest, including the copyright, to any and all Member Activity Media We produce. We will share with You any Member Activity Media We produce that includes You.

For any Member Activity Media that includes You and other members, you authorize and grant those members the right to use Member Activity Media for marketing, advertising, or promotional material, until You opt-out per Our privacy policy.

You authorize and grant Us the right to use Member Activity Media for marketing, advertising, or promotional material, until You opt-out per Our privacy policy.

GENERAL CONDITIONS

This Agreement and its enforcement shall be governed by the state where We are headquartered. You consent to resolving any disputes of any claims under this Agreement to take place in the state and federal courts located where We are headquartered.

You agree that any dispute (other than Our efforts to collect an outstanding invoice) that may arise regarding the meaning, performance or enforcement of this Agreement, will, prior to resorting to litigation, be submitted to mediation, and that the parties will engage in the mediation process in good faith once a written request to mediate has submitted by Us or You. Any mediation initiated shall take place where We are headquartered and by a mediator chosen by Us. The results of any such mediation shall be binding only upon agreement of both parties. The participating parties shall share the costs of any mediation proceeding equally.

This Agreement and any Engagement Letter referencing this Agreement, linking to this Agreement, or otherwise incorporates this Agreement, may be executed in one or more counterparts each of which will be deemed an original but all of which when taken together will constitute one and the same instrument. This instrument sets forth the entire Agreement between Us and You and may not be contradicted by any oral understanding or Agreement not reflected herein. This Agreement may not be altered, changed, modified or waived in whole or part except by an Agreement in writing signed by Us and You. An executed electronic copy of this fully executed Agreement shall be deemed an original.

You agree that the terms of this Agreement are not assignable in whole or in part by any party without the prior written consent from Us.

In the event that You fail to provide any of the items herein stated, fail to make payments in a timely manner, or breach any of the other conditions set forth in the Agreement, We may immediately enforce any and all remedies available to it under law or equity. This event is non-cancellable.

In the event any breach or cancellation of this Agreement by You, any unpaid balance for Subscription rendered shall become due and payable immediately to Us.

Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under this Agreement by either party is prevented due to acts of God, weather or natural disaster, pandemic, failure or inadequacy of utility Subscription, exchange controls, export or import controls, supply chain disruption, government mandated shut downs/lock downs/restrictions on business operations, terrorist attacks, lockouts, failure or delay of transportation not within either party's reasonable control, absence of power or other essential Subscription, failure of technical facilities, inclement weather, or any other cause beyond the reasonable control of a party (“Force Majeure”), such party shall not be responsible to the other parties for failure or delay in performance of its obligations under this Agreement. Each party shall promptly notify the other parties of such Force Majeure condition. The terms of this Clause shall not exempt, but merely suspend, any party from its duty to perform the obligations under this Agreement until as soon as practicable after a Force Majeure condition ceases to exist.

Accordingly, any financial or other accommodation offered by Us in the event of an event of Force Majeure is non-obligatory and will be offered only at the sole and absolute discretion of Us, which may be granted or withheld in its sole discretion.

(A) Each party to this Agreement shall each indemnify, release, defend and hold harmless the other party, its directors, officers, agents, affiliates, subcontractors, and employees from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses, including without limitation, reasonable attorneys' fees and costs, arising out of a third party claim, action, or proceeding, based directly or indirectly on any breach of its obligations, representations or warranties contained in this Agreement or arising from or relating to its performance under this Agreement. (B) The party claiming indemnification under this Section shall promptly notify the other party when it has knowledge of circumstances or the occurrence of any events which are likely to result in an indemnification obligation under this section or when any action, suit, arbitration, or judicial or administrative proceeding covered by this section is pending or threatened. (C) Neither party shall be liable to the other for punitive, exemplary, special, indirect, or consequential damages including, without limitation, lost profits, each party's aggregate liability being limited to the other party's direct monetary damages. In the event of a claim from a third party, either party may, at their own expense, assist in the defense if each so chooses, provided that: (i) the ultimate party against whom the claim is asserted shall control such defense and all negotiations relative to the settlement of any such claim; and (ii) any settlement intended to bind the claimant party shall not be final without the claimant party's written consent. (D) In the event of a claim from a third party which entitles either Us or You to claim indemnification under this Section, either party may, at their own expense, assist in the defense of such claim if each so chooses, provided that: (i) the ultimate party against whom the claim is asserted shall control such defense and all negotiations relative to the settlement of any such claim, subject to its obligation to indemnify under this Section; and (ii) any settlement intended to bind the indemnifying party shall not be final without the indemnifying party's written consent. (E) The party to whom the indemnification obligation is owed under this Section shall be required to provide reasonable cooperation to the indemnifying party in the defense of any claim hereunder.