MEMBERSHIP AGREEMENT

 

Carolina Bride Guide

Charlotte Bride Guide

 

 

This Agreement is between the You (“Member”) and Carolina Bride Guide/Charlotte Bride Guide (“Company”) (collectively the “Parties”), for the purpose of Member purchasing and participating in the Company’s subscription membership program (the “Membership”). This Agreement shall become effective upon the date of Member completing the checkout process.

 

1. Scope of Membership

 

As part of the Membership program, Company shall provide the Member with marketing services including social media promotion and a Listing on the Company’s website. No other services shall be due to the Member.

 

2. Membership Terms

 

After purchasing the Membership, Member will be given access to the Membership materials by Company within one (1) business week. Member will have continual access to the Membership materials for so long as Member pays the annual membership fee.

 

Member shall only have one license to access the Membership and use Membership materials. Member understands and agrees that the Membership materials may not be shared with any third party. In the event Company suspects that the Membership is being shared or that Member has shared its information with a third party, Company reserves the right to immediately terminate Member’s access to the Membership in its sole discretion.

 

3. Annual Membership Fee

 

Member shall pay the membership fee upon purchase to receive access to the Membership Benefits.

 

If Member does not cancel its membership within the required cancellation policy as indicated in Section 5, Member is required by law to complete the next annual membership fee. Member understands that its membership will automatically continue and that it authorizes Company (without notice, unless required by applicable law) to collect any and all outstanding receivables, using any eligible payment method Company has on record for Member’s account.

 

5. Refund Policy

 

Once paid, Membership becomes non-refundable.

 

6. Term & Cancellation Policy

 

This Agreement (the Membership) shall last in perpetuity until either the Client terminates its annual subscription or the Company terminates the Membership.

 

Client may terminate the Membership prior to the next annual renewal by notifying the Company thirty-one (31) days or more, prior to the Membership Anniversary. The Membership Anniversary shall be the date which the initial Membership invoice was paid in full.

 

Company may terminate this Agreement in the event Member breaches this Agreement or any of the Membership rules and terms. In the event of termination by Company, Member will be immediately removed from the Membership and will not be charged any subsequent payments. Company, in its sole discretion, reserves the right to terminate memberships due to unethical business practices of the Member, numerous verifiable bad reviews, or other concerns that cause the Company to lose faith in the Members ability to provide adequate services to clients.

 

7. Listing Information and Social Media Promotions

 

By participating in the Membership, Member will be asked to provide photos for use in Member’s listing on Company’s website and on Company’s social media channels for the promotion of the Member’s business. Member agrees to provide Company with photos of which Member has the exclusive right to use, without credit to any photographer. Should Member be unable to produce photos which may be used exclusively by Member without credit to a photographer, Company will refer Member to photographers within the Membership network for the purpose of obtaining photographs suitable for the Company Listing and Social Media Promotions, at the expense of the Member. Company will work with photographers within the Membership network to create discounted rates for such photographs, to the best of the Company’s ability.

 

8. Member Contributions

 

Through Member’s participation in the Membership, Member may post materials, comments, or replies to comments (“Member Contributions”) on Membership pages, social media channels, and materials. Member grants Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of all Member Contributions.

 

9. Bonuses

 

Company may offer bonuses to incoming Members via marketing and advertising. Member is entitled to any bonuses offered at the time of enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Membership and vary depending on live and automated promotions throughout the year. Company reserves the right to change or alter bonuses and promotions in its sole discretion.

 

10. Copyright

 

All Membership materials, documents, Facebook posts/comments/replies, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by United States Copyright Laws (USC Title 17). Member hereby agrees that Company’s Membership and accompanying content is owned by Carolina Bride Guide/Charlotte Bride Guide and is not to be used for purposes beyond Member implementation. Member is granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Membership content and resources. Member shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Membership. Violations of this federal law will be subject to its civil and criminal penalties.

 

11. Communication

 

Company is generally available to provide services during normal business hours: Monday – Friday 9am – 5pm EST, excluding holidays. Company prefers communications via email. Member should contact Company with business-related matters via email only. Company may not see or reply to messages via social media channels and the like. However, Member may (and should) interact with Company via social media channels for marketing, social interaction and the like.

 

12. Service Location

 

Both Parties agree and understand that the Membership and additional services to be provided under this Agreement shall be performed virtually.

 

13. Confidentiality

 

Member shall not (i) disclose to any third party any details regarding the business of the Company, including, without limitation its Membership materials, Membership downloads, Membership outlines, coaching methods, customers, the prices it obtains, the prices at which it sells products and programs, its manner of operation, its plans, its Membership and coaching strategies, any of the Company’s trade secrets or any other information pertaining to the business of the Company (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.

 

14. Assumption of Risk Using Online Platform

 

Member agrees that its participation in the Membership is at its own risk. Company does not assume or accept responsibility for the security of Member’s account or content. Member agrees that its participation in the creation of an online account is at its own risk. In the event a breach of security has occurred, Company will notify Member pursuant to all laws and regulations.

 

15. Indemnification

 

Member hereby agrees to indemnify and hold harmless Company and its officers, directors, employees, consultants, contractors, and agents from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees, as a result of any claim, demand, action or other legal proceeding by any third party to the extent such losses arise directly or indirectly out of activities performed by Company pursuant to this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of Company.

 

16. Maximum Damages

 

The sole remedy for any actions or claims by Member shall be limited to a refund, the maximum amount not to exceed the total monies paid by Member under this Agreement.

 

17. Limitation of Liability

 

In no event shall Company be liable under this Agreement to Member or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Member was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

 

18. Force Majeure

 

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure 

events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 30 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. All payments made by Client up to the date of Notice of a Force Majeure Event are non-refundable.

 

19. Inability of Company to Continue Membership

 

In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will:

1. Immediately give notice to Member;

2. Issue a refund or credit based on a reasonably accurate percentage of services rendered and Membership program utilized/provided; and

3. Excuse Member of any further performance and/or payment obligations under this Agreement.

 

20. Professional Disclaimer

 

The Membership and additional services provided by Company according to this Agreement are for informational purposes only. Member acknowledges and agrees that any information posted in the Membership, Membership materials, or Facebook group is not intended to be legal advice, medical advice, financial advice, therapeutic advice, or other professional advice, and no fiduciary relationship has been created between Company and Member.

 

21. No Guarantees

 

Company does not make any guarantees as to the results, including financial or other personal gains, of any services provided. Member agrees to take responsibility for Member’s own results. Member acknowledges that Company will make referrals through numerous methods, including but not limited to tagging Member on social media channels. Member understands that in order to maximize Membership Benefits, Member should monitor notifications and respond to referrals.

 

22. Release & Reasonable Expectations

 

Member has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s services throughout the Membership program will produce different outcomes and results for each Member. Member understands and agrees that:

 

1. Every Member and final result is different.

2. Membership Benefits are subject to change as Company alters marketing styles to keep up with trends

3. Member is responsible for taking advantage of Membership Benefits. Company is not responsible for ensuring that Member takes advantage of Membership Benefits.

 

23. Spam Policy

 

Member is strictly prohibited from using the Membership and Membership materials for illegal spam activities, including, but not limited to, gathering contacts, email addresses, or other personal information from fellow Membership Members and distributing such information to third parties or sending any mass commercial emails.

 

24. Warranty Disclaimer

 

Member agrees that its participation in the Membership and use of the Membership program is at its sole and exclusive risk, and that any services provided by Company are on an “as is” basis. Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warrant of fitness for a particular purpose and the implied warrant of merchantability. Company makes no warranties that the Membership will meet your needs or that the Membership will be uninterrupted, error-free, or secure.

 

25. Sales Tax

 

Should any sale and/or use tax be imposed on any part of this Agreement, such tax shall be collected from Members and remitted by Company. All sales tax will be included on invoices and/or the checkout process through the Company’s online payment platform.

 

26. Entire Agreement

 

This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between the Parties, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.

 

26. Venue and Jurisdiction

 

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement shall be resolved exclusively in a federal or state court of competent jurisdiction located in Mecklenburg County, North Carolina. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.

 

27. Mediation and Arbitration

 

Any and all disputes or disagreements rising between the Parties out of this Agreement upon

which an amicable understanding cannot be reached, shall be decided first by mediation, and if mediation is unsuccessful, then arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Mecklenburg County, North Carolina, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

 

28. Transfer

 

This Agreement cannot be transferred or assigned to any third party by either the Company or Members without written consent of all Parties.

 

29. Severability & No Waiver

 

In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.

 

30. Headings

 

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

 

31. Notice

 

Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: hello@charlottebrideguide.com. Member’s Email as provided on the Onboarding Form. Member is responsible for notifying Company in the event of a change in contact information.

 

32. Facsimile Signatures

 

The Parties agree that a facsimile copy (electronic copy) of this Agreement with the signatures as indicated below shall constitute a valid contract.

 

Member Signature

 

By checking the box on this onboarding form and upon completion of purchase, Member confirms that it has read, understands, and agrees to the terms and conditions of this Agreement.

 

Company Signature

 

Company has read, understands, and agrees to the terms and conditions of this Agreement.

 

Katie Greder

Founder