Effective Date:  March 20, 2019

This Membership Agreement (the “Agreement”) by the undersigned member (the “Member” or “you”/“your”) and The Collective Group, LLC (the “Organization” or “we”/“our”), Organization and Member may be referred to individually as “Party” and collectively as the “Parties”, is effective as of the Effective Date below.  Please read this Agreement carefully before using our services, Benefits (as listed in Addendum A), or our website, which includes, but is not limited to, other internal websites stemming from it, such as specific membership sites or webpages pertinent to the main website, or any mobile applications associated with the Organization (collectively the “Membership Services”).

1. MEMBERSHIP

1. YOUR MEMBERSHIP

We provide a positive community designed to empower entrepreneurs through workshops and events that will provide them with meaningful connections and useful information to help them succeed (our “Services”).  Our Services are provided subscription-based memberships (“Membership”) for businesses and entrepreneurs which offer the “Benefits” as listed in Addendum A.  It is your responsibility to use the Benefits, and the Organization will not be liable if you do not use the Benefits.  Not utilizing Benefits does not constitute a refund, discount, or reimbursement.  We have the absolute right to rename, make improvements and/or changes in, and/or withdraw any components from the Benefits at any time without notice and without refunds.  Memberships are non-refundable, non-equity, and non-transferable.  The content accessed through the Service may include inaccuracies or errors.  Changes are periodically made to the content.

Certain Services may integrate or be integrated into with third-party websites, services, content, and/or materials (“Third-Party Services”).  Our Organization does not control any Third-Party Services so we make no claim or representation regarding the third-party services and accepts no responsibility for the quality, content, nature, or reliability of Third-Party Services.  There is no implied affiliation, endorsement, or adoption by the Organization of these Third-Party Services and we will not be responsible for any content provided on or through these Third-Party Services.

1. RESIGNATION

Member may be asked to register to use the Membership Services.  Member will choose a unique identifier and password.  Member is responsible for ensuring the continued accuracy, security, and confidentiality of this information.  Member may also be asked to provide billing information, which will be subject to the same requirements of accuracy, security, and confidentiality.  Providing false or inaccurate information, or using the Membership Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement. 

1. MEMBER RESPONSIBILITIES AND WARRANTIES

You agree and acknowledge that certain information, content, schedules, decision-making and approvals will be required of you during the process of delivering Services.  It is your responsibility as the Member to pay your balance, including, but not limited to, your Membership fees.  You agree not to attempt to solicit our vendors, employees, representatives, or other agents to leave the Organization, without consent by the Organization. 

You agree that all of the information you have given the Organization and its representatives is accurate, up-to-date, and without the omission of any requested information.  You agree that even if you have omitted any necessary personal information, whether knowingly or unknowingly, you will hold the Organization harmless against all liability for any damages that may occur to you or others because of your actions or inactions.  You agree to notify the Organization of any changes or upcoming changes concerning your personal information.

In the event a Membership is purchased for another, the Member must sign and agree to all provisions of the membership.  Gift purchases are non-refundable, but may be transferrable if Services and/or Benefits have not been used yet, and at the sole discretion of the Organization.

1. CONTENT USE AND LIMITATIONS

Each Member is permitted to use the online tools, live streams, previously recorded workshops, and resources (“Online Materials”) provided by the Service to:

• electronically search across and view the full content of the Services;

• print, download and store works or documents on the Member’s hard drive or other storage device for such individual Member’s personal use only.

1. MEMBERS CONDUCT

You agree that you will not use the Services or any of its features to:

• transmit spam, bulk, or unsolicited communications;

• forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any transmitted content;

• misrepresent your identity, or affiliation with any person or entity;

• disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other Members’ ability to participate in the site or any site projects or services;

• engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law; or

• collect or store personal data about other Members unless specifically authorized to do so by such Members.

You agree that when participating in or using the Services, you will not: 

• Use the Services in connection with any contests, pyramid schemes, chain letters, junk email, Spamming, duplicative or unsolicited messages (commercial or otherwise);

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Organizations servers, web pages, or applications;

• Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;

• Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secrets, or other proprietary right of any party;

• Upload files that contain viruses, Trojan Horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

• Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

• Restrict or inhibit any other Member from using and enjoying the Services;

• Violate any code of conduct of other guidelines which may be applicable for any particular Service;

• Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

• Violate any applicable laws or regulations; and

• Create a false identity for the purpose of misleading others.

1. MEMBER, GUEST, AND VISITOR CONDUCT

Members, their Guests and Visitors shall be subject to the control and guidance of Organizations staff and follow the instructions of the staff while using the Services.  Members and Guests agree to conduct themselves in a well-mannered fashion so as not to cause any disturbances that would interfere with the productivity and enjoyment of Organization by other Members, Guests and Visitors.

Under no circumstances shall Members, Guests or Visitors use foul, loud, or slanderous language, or harass, molest, badger, or solicit others.  No illegal activity is ever permitted.  You acknowledge that you are participating in or using the Services at your own free will and decision.  You acknowledge Organization does not have any liability with respect to your access, participation in, use of the Services, or any loss of information or property resulting from such participation or use.

1. CONFIDENTIALITY

Member agrees that in the course of their Membership and/or the use of Services, discussions to further business growth will occur and it will be necessary for the Organization, Member, and Other Members to disclose certain Confidential Information.  These terms are set out to protect the Organization, the Contractual Member, as well as all other Members, Guests, or Visitors that may be present or attend any online or offline Benefit.

The Member acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other Members and the Online Materials (“Confidential Information”).  The Member, its agents, and employees will hold and maintain in strict confidence all Confidential Information, will not disclose Confidential Information to any third party, and will not use any Confidential Information except as may be necessary to perform its obligations under the Services or this Agreement, except as may be required by a court or governmental authority.  The Organization will take reasonable steps to ensure confidentiality of your business and other related information.  Notwithstanding the foregoing, the Organization may share such confidential information with its employees, independent contractors, representatives and other agents, as well as authorized third parties.  Further, Confidential Information will not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

Organization reserves the right to use your name as a client and/or written, verbal, or implied testimonials by or about you when marketing the business and sharing testimonials, in any method we choose, including verbally, electronically, or printed. Anything you want EXEMPT from this policy needs to be in writing, signed and submitted promptly.

2. FEES.

Member agrees to pay Organization membership fees (“Fees”) at the execution of this Agreement and as the Organization requires afterwards.  The first year’s payment is required for sign up and is not refundable and not transferable.  All Memberships paid annually will renew automatically year-to-year.  For terminations, holds, and/or changes to Memberships for any reason, Member must notify Organization via email at info@thecollectivein.com at least thirty (30) days prior to next auto-draft, putting “membership termination or membership change” as subject heading of email.  In turn, Organization will send a confirmation via email after the changes have been made to the account.  Member agrees that Organization could take up to seven (7) business days to respond.

You understand and agree that you are personally and individually liable for paying the full amount owed to on your balance.  If your payment is not renewed at its regularly scheduled annual charge, we reserve the right to suspend or terminate our Services pursuant to the “Membership Suspension and Termination Policy” Section of this Agreement.  Once paid, any payments made are NONREFUNDABLE.  In the event our Services are terminated before completion, you are responsible for the payment of Services rendered.  If the Organization retains counsel for collection of any unpaid balance against you, you agree to pay any and all costs and fees, including attorneys’ fees, incurred for the collection of the unpaid balance.  The costs and fees will be added to the unpaid balance. 

3.  INTELLECTUAL PROPERTY RIGHTS AND ACCREDIDATION

A. BACKGROUND TECHNOLOGY

“Background Technology” means all Inventions developed by the Organization or a Producer other than in the course of providing Services to you under this Agreement and all Inventions that are incorporated into the Deliverables.  “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

The Organization will disclose in the Service Proposal any Background Technology which we propose to incorporate into our Services or Deliverables or upon which use or distribution of our Services or Deliverables will depend.  The Organization will retain the rights and ownership to any of its own Background Technology.  If we do not disclose any Background Technology, we warrant that it will not incorporate any Background Technology into the Final Deliverables.  We will separately provide with each delivery of Final Deliverables, or unless we provided in prior Deliverables, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Final Deliverables and provides, for each item of Background Technology identified, (1) the name and any associated version number, (2) the applicable license or licensing terms, (3) whether the item has been modified by Organization, and (4) how the item has been incorporated into, is used by, or is relied upon by the Deliverables.  Notwithstanding the foregoing, unless otherwise agreed in the Service Proposal, we agree that we will not incorporate into the Deliverables or otherwise deliver to you any software code for which the use or distribution of the code will create or purport to create obligations for you to grant any rights or immunities under your intellectual property to a third-party, including without limitation any obligation that the Final Deliverables or Member software combined with, derived from, or distributed with such Deliverables be disclosed or distributed in source code form, or be licensed for the purpose of making derivative works, or be redistributable at no charge.

B. MEMBER MATERIALS

“Member Materials” means requests, intellectual property, and any other information or materials that Member provides to the Organization.  You agree to grant the Organization a limited, non-exclusive, revocable at any time at your sole discretion, right to use the Member Materials as necessary solely for the performance of the Organization Services under this Agreement.  As the Member, you reserve all other rights and interest, including, but not limited to, all Intellectual Property Rights, in and to the Member Materials.  Upon completion or termination of the this Agreement, or upon your written request, the Organization will immediately return all Member Materials to you and further agrees to destroy all copies of Member Materials (except for Background Technology as permitted by the Service Proposal and this Agreement) contained in or on the Organization’s premises, systems, or any other equipment or location otherwise under the Organization’s control. You may further request written certification from the Organization that we have returned or destroyed all Member Materials as provided in this subsection.

C. LICENSE TO OR WAIVER OF OTHER RIGHTS

If Organization has any right to the Final Deliverables, including, but not limited to, any Intellectual Property Right, that cannot be assigned to you by the Organization, we hereby automatically, upon the Organization’s receipt of full payment from you, unconditionally and irrevocably grant to you during the term of such rights, an exclusive, even as to the Organization, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If the Organization has any rights to such Final Deliverables that cannot be assigned or licensed, we hereby automatically, upon the Organization’s receipt of payment from you, unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against you or related to your customers, with respect to such rights, and will, at your request and expense, consent to and join in any action to enforce such rights.

Except as expressly permitted by this Agreement, content accessed via the Service may not be stored, reproduced, or transmitted in any form and/or by any means without the express prior written permission of the copyright owner. Organization and its content providers reserve all rights not expressly granted in this Agreement. Organization or its content providers own the title, copyright, and other intellectual property rights in the Service, and content accessed through it. You may not remove or obscure any copyright or other proprietary notices that appear on the Service, content accessed through it. The Service and the content accessed through it are provided on a limited basis under this Agreement, and is not being sold or otherwise transferred to you.

D. ACCREDIATION; PHOTO & VIDEO RELEASE 

Organization has the absolute right and permission to use, edit, alter, publish, and republish your image, in whole or in part, without restriction in any media form and without your inspection or approval.  This release also allows us to use your name (or a fictitious name if you ask us to) along with your image and all or parts of your involvement in the presentation, which may include for quotes and testimonials.  Member releases and agree to hold harmless and defend Organization from any liability or negligence any claims for libel or violation of any right of publicity or privacy.  Member warrants that Member is a legal competent adult and has read and understand the above release to be binding.

4. LIABILITY.

1. LIMITATION OF LIABILITY

Organization is in no way responsible or liable for Member’s interactions with others and Member’s actions and interactions are Member’s sole and exclusive responsibility. Organization is also not responsible or liable for any content posted by other Members.  If Member provides any content for posting to Organization, Organization shall be permitted to use such posted content for any legal purpose, as a royalty-free license, but otherwise claims no proprietary rights in Member’s content.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR SERIVES ANDWEBSITE. OUR WEBSITE PROVIDES RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NONENFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD OUR SERVICES OR OUR WEBSITE.  THE ORGANIZATION AND ITS MEMBERS, PRODUCERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES AND OTHER AGENTS SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, CONSULTATIONS, ADVICE, OR OUR SERVICES.  WE DO NOT WARRANT THAT OUR WEBSITE WILL OPERATE WITHOUT MISTAKES OR DELAYS.  FURTHER, WE WILL NOT BE LIABLE FOR ANY DELAYS OF OUR SERVICES DUE TO FACTORS OUTSIDE OUR CONTROL, INCLUDING, BUT NOT LIMITED TO, MEMBER CAUSED DELAYS, FIRES, WEATHER, ACTS OF WAR, OR ACTS OF GOD.

IN NO EVENT WILL WE, OR ANY THIRD PARTIES WE WORK WITH, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SERVICES OR WEBSITE.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IN SUCH STATES, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, RESULTING IN THE SMALLEST DOLLAR AMOUNT PERMITTED FOR THE AGGREGATE LIABILITY FOR BOTH OUR WEBSITE AND AFFILIATED PARTIES FOR A CLAIM DERIVING FROM OR RELATED TO OUR WEBSITE.  THIS IS IN PLACE OF ANY AND ALL OTHER REMEDIES OTHERWISE AVAILABLE.

1. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Organization and its Members, Producers, Employees, Independent Contractors, Representatives and Other Agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any use of our Services and our Website or violation of this Agreement (including negligent or wrongful conduct) by you or any other person affiliated with you that has used our Services or accessed our Website, as well as resulting from any infringement of intellectual property.  Further, you agree to indemnify, defend and hold harmless the Organization and its Members, Producers, Employees, Independent Contractors, Representatives and Other Agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from enforcement of this indemnification clause against you or any other person affiliated with you that has used our Services or accessed our Website. 

5. MEMBERSHIP TERMINATION POLICY.

Breaching any part of this Agreement may cause Service Interruption or Cancellation of your Membership or Services.  The Organization reserves the right to interrupt or cancel our Services or your Membership and the right to revoke any licenses if you do not satisfy your invoice or payment within thirty (60) days of the due date.  ALL MEMBERSHIP FEES PAID ARE NONREFUNDABLE.    

This Membership Agreement shall continue until terminated by either Party.  In order for Member to cancel, a written notice must be provided to Organization, 30 days before Member’s next billing cycle.

This Agreement may also be immediately terminated in the event that there is a breach of the terms of this Agreement by either Party.  This Agreement will also immediately terminate upon the death of the Member, the inability of the Member to pay the Fees required, the liquidation, dissolution or discontinuance of the Organization by the Organization in any manner, or the filing of any petition by or against the Organization under federal or state bankruptcy or insolvency laws.

If your Membership fee or other payments for Services are unpaid for fourteen (14) days after the due date, your Membership and/or Services will be cancelled.  Cancelled Membership will void discounts on unpaid fees and nullify active membership benefits.  You agree that, at the Organization’s discretion, a portion of your regular membership payment may be used to pay the original service costs and fees.  In an effort to continue the relationship between you and the Organization, the Organization reserves the right and discretion to allow alternative payment solutions.

THE ORGANIZATION RESERVES THE RIGHT TO LIQUIDATE YOUR UNPAID DELIVERABLES TO INTERESTED PARTIES SUCH AS COLLECTION AGENCIES, VENDERS, OR INVESTORS. ALTERNATIVELY, YOUR OUTSTANDING BALANCE MAY BE SUBMITTED TO A SMALL CLAIMS CASE IN THE DISTRICT COURT OF INDIANA OR TO MEDIATION AGAINST YOU PURSUANT TO SECTION 6 OF THIS AGREEMENT.  IF A JUDGMENT IS RENDERED AGAINST YOU IN EITHER SMALL CLAIMS COURT OR MEDIATION, YOUR AMOUNT DUE WILL BE SUBJECT TO POST-JUDGMENT INTEREST AT THE RATE OF 10.0% PER ANNUM UNTIL PAID IN FULL.

You agree and acknowledge that any collections or court action may result in an impact to your credit score and a judgment against you.  If a claim is filed against you, our only communications will be in the form advised by the District Court of Indiana, which may include: (1) Certified Mail; (2) Private Process Server; or (3) Sheriff or Constable.   

6. GENERAL PROVISIONS.

A. INDEPENDENT CONTRACTOR. 

By entering this Agreement, you agree and acknowledge that the Organization is functioning as an independent contractor.  The Organization and its Owners, Employees, Independent Contractors, Representatives and Other Agents will not be construed as employee/employer, or joint venture, or partnership with you.  Further, the relationship established by this Agreement is not exclusive on the part of the Organization; we may provide membership or Services to other Members at our own discretion without notification to you.

B. ASSIGNMENT OR TRANSFER  

You agree and warrant that your payments of Plus Membership, as a non-equity and non-voting position, is for your own accord and not for the account or a distribution to another person or entity.  You agree that that you will not assign, sell, hypothecate, or otherwise transfer your Plus Membership.  THE NON-EQUITY AND NON-VOTING PLUS MEMBERSHIPS HAVE NOT BEEN REGISTERED UNDER THE FEERAL SECURITY LAWS INCLUDING THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE INCLUDING THE STATE OF INDIANA.

C. REPRESENTATION

Member agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.

D. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Member and the Organization with respect to any and all use of the Membership Services. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties’ relationship.

E. COUNTERPARTS

This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.

F. SURVIVAL

Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.

G. SEVERABILITY

If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

H. GOVERNING LAW; CHOICE OF FORUM

These Terms and Conditions will be governed by and construed and enforced in accordance with the substantive law of the State of Indiana.  THE PARTIES AGREE THAT ANY LEGAL ACTION RELATING TO THESE TERMS AND CONDITIONS WILL BE COMMENCED AND MAINTAINED EXCLUSIVELY BEFORE ANY APPROPRIATE STATE COURT OF RECORD IN PORTER COUNTY, INDIANA OR, IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF INDIANA, AND THE PARTIES HEREBY SUBMIT TO THE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY RIGHT TO CHALLENGE OR OTHERWISE OBJECT TO PERSONAL JURISDICTION OR VENUE IN ANY ACTION COMMENCED OR MAINTAINED IN SUCH COURTS.

MEMBER BENEFITS

Addendum A

Organization offers subscription-based memberships for businesses and entrepreneurs which offer the following “Benefits” to Members: 

• Networking Opportunities

• Educational Opportunities, Workshops

• Connections with Industry Professionals

• Exclusive Access to Pre-recorded Workshops (useful for workshops you cannot attend). NOTE: Not all workshops are recorded.

• Discounted Rates on Selected Events & Services

• Promotional Opportunities