THE CONTRACT CATALYST

MEMBERSHIP AGREEMENT

A COMPONENT OF RADIENT PEARL, LLC

 This Membership Agreement (this “Agreement”) is made and entered effective on the date of purchase by Member (the “Effective Date”), by and between Radient Pearl, LLC d/b/a Radient Pearl Coaching and Consulting, a Maryland limited liability Company, (hereinafter “Company”) and the client who purchases the services (hereinafter “Member,” “you”). By purchasing the Services (as defined below), Member accepts the following agreement and is bound by its terms and conditions.  If you do not agree to this Agreement, DO NOT purchase the Services.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 A.  Membership Services. Services shall include access to resources and templates and ability to participate in Company’s workshops and training sessions through Company’s website and/or other online platforms. Members will also be eligible for exclusive offers designed solely for Members.

B.   Term. This Agreement shall be effective as of the Effective Date, and will continue in effect on a month-to-month basis or annually until such time as the Agreement is explicitly terminated by either party in accordance with the terms of this Agreement (the “Term”).

C.  Membership Fee.

  1. Membership Fee and Payment. The fee for the Services shall be in accordance with the Membership Level and associated monthly or annual fee selected by the Member during sign up (the “Membership Fee”). The Membership Fee is payable upon purchase and shall be payable on the same day each month or year thereafter. Payment shall be made by debit or credit card collected through Company’s website and shall be charged on a recurring monthly basis or annually until the Agreement is explicitly terminated by either party in accordance with the terms of this Agreement, regardless of how frequently Member accesses the Services. Through this Agreement, Member authorizes Company to debit Member’s account via debit or credit card, as applicable. Member understands that Member is responsible for ensuring that there are sufficient funds in Member’s account or credit card to incur the charge.  This authorization is extended to Company’s authorized agents or firms engaged in the business of processing check, credit and charge card debits. Once paid, Membership Fees are nonrefundable. The Membership Fee is subject to change at any time without notice from the Company and Member’s continued payment of the Membership Fee shall be considered agreement to the new Membership Fee.
  2. Revocation of Authorization. This authorization will remain in full force and effect until the termination of this Agreement, unless Member otherwise revokes it. Member understands that Member may revoke this authorization at any time. Member understands that the revocation will be in effective immediately receiving a confirmation of receipt of such revocation and member will lose access to Services at the end of the current billing cycle. If such authorization is not revoked prior to the end of the billing cycle, Member understands and agrees the following month’s/year’s Membership Fee will be charged against Member’s account, and revocation will only become effective at the end of the next billing cycle. Revocation prior to the end of the billing cycle will be effective immediately. Revocation of this authorization, or Member’s stopping of any payment, does not relieve Member of Member’s obligation to pay amounts due to Company under this Agreement, and Member will remain liable for such amounts until they are paid in full and the Agreement is subsequently terminated.
  3. Returned Payments. If any form of payment made to Company is returned, rejected or dishonored, Company or any third party on its behalf, as applicable, may in each instance, to the extent permitted by law, assess a service fee of twenty-five dollars ($25), and Company may charge such other fees as may be permitted by applicable law. Member agrees to pay all costs incurred by Company for collection, including reasonable attorney fees.

 D.   Intellectual Property.

  1.   Ownership. Company retains all rights, title, ownership and interest to: (i) all presentations, manuals, photos, videos, or other materials owned by or licensed to Company; (ii) all generic or proprietary information developed by Company; (iii) all ideas, methodologies, processes or procedures used, created or developed by Company in the conduct of Company’s business; and (iv) any work product, materials, or resources produced by Company in the performance of Services (“Work Product”). By participating in the Services, Member may have access to intellectual property owned by Company as described in this Section D. Member shall treat knowledge of Company’s intellectual property as Confidential Information (as described in Section H below) of Company, respect it as such, and not disclose any of such Confidential Information to anyone outside of the Company without prior written approval to do so by Company.

 

  1. Marketing Consent. Company may utilize or acknowledge Member’s membership, including the use of Member’s feedback or testimonials concerning the Services, for marketing or proposal purposes for business development and engagement of future clients. With respect to such permission, Member grants a license in perpetuity a non-exclusive, worldwide, royalty- and residual-free, right to use, reproduce, store, distribute, depict, exhibit, publicly display and perform, or publish, (“Use”) Member’s name in connection with Company’s business as described herein, including any advertising, promotion, publicizing, trade, editorial and/or other exploitation, in any manner, by any means, and in any media now known and hereafter devised. Member hereby forever waives any tort of privacy or publicity due to any Use of Member’s name, feedback, or testimonials.

 E.  Disclaimers and Liability Waivers.

  1.  Disclaimer. Although Company seeks to help Member, Member understands and agrees that Company makes no guarantees regarding the results of the Services and the Services’ impact on Member. Member acknowledges that the Services and Work Product provided by Company hereunder are provided “as is” and “where is”, without any warranty, representation, or condition of any kind whatsoever, and that Member’s use of the Services and Work Product is at Member’s own risk. Company does not make, and Member is not receiving, any warranties, express, implied, or otherwise, with respect to the Services, including but not limited to, implied warranties and conditions of merchantability, fitness for a particular purpose, title or non-infringement. Company shall not be held responsible for Services that may later be undesirable or cause inconvenience to Member. Member also understands and acknowledges that Company will not be responsible for loss due to lateness, no shows, or other actions or inactions by Member or other third parties, neglect, human error, loss of materials, or equipment or other failures.

 

  1. Waiver. By agreeing to receive and/or by using Company’s Services, Member hereby agrees not to sue, waive, hold harmless, release, remise and discharge Company and Company’s personnel (collectively, “Company” for purposes of this provision) from any and all (including those in the present, past, and in the future): liabilities; damages; actions, rights of action, and causes of action; claims; demands; costs; and expenses of any kind related to, connected with, or arising out of the Services provided by Company (the “Liabilities”) including but not limited to personal injury, death, property damage, or loss sustained (the “Release and Waiver”). This Release and Waiver applies to any and all Liabilities both foreseen and unforeseen, including without limitation negligence, breach of statutory or other duty of care, or damages to the Member for which Services are provided. This Release and Wavier further includes, without limitation: personal injuries that may occur to Member, connected to, or as a result from the Services; mental and emotional stress; forces of nature and wildlife; sickness; property damage; delay and/or change of schedule; wrongful death; or theft or loss of property. Member further understands that under this Release and Waiver, Member has forfeited Member’s rights to sue or take other legal action against Company. This Release and Waiver shall be binding Member’s heirs, executors, personal representatives, successors, assigns and agents. Member further agrees that if Member or anyone else on Member's behalf asserts a legal claim contrary to what Member agreed to under this Agreement, the claiming party (meaning the party claiming Company is liable for something specifically waived in this Release and Wavier) shall be liable for the expenses, including legal fees, incurred by Company in defending such legal claim. Member expressly understands and agree that this Release and Waiver is intended to be as broad and inclusive as permitted by law and in the event, any portion of this Release and Waiver is found invalid, it shall be revised to the extent necessary to be in compliance with applicable law. Recourse against Company shall under no circumstances include consequential, special, or indirect damages.  Member further declares and represents that no promise, inducement or agreement not herein expressed has been made to Member to enter into this Release and Waiver.

F.   Non-disparagement. Each party agrees and covenants that it shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements that may concern or negatively impact the other party or its business.

G.  Indemnification. Notwithstanding anything contained herein, Member, on behalf of Member, their partner/spouse, heirs, next of kin, assigns, executors, administrators, agents, successors, legal representatives or any others who may claim on Member’s behalf (collectively referred to herein as “Member”), shall forever indemnify, protect, defend, and hold harmless, Company and its members, officers, directors, representatives, agents, Members, employees, consultants, contractors, volunteers, licensees, assigns, affiliates, and successors (collectively referred to herein as “Company”), from and against any and all suits, proceedings, claims, damages, liabilities, losses, demands, judgments, costs, fines, penalties, interest or expenses or other liabilities, including but not limited to court costs and reasonable attorneys’ fees, arising from, related to or attributable to: (i) Company’s performance under this Agreement, unless due to Company’s gross negligence or willful misconduct; (ii) any or all acts, errors or omissions of Member; (iii) any breach of this Agreement by Member; (iv) any claim for personal injury or property damage or otherwise brought by or on behalf of any third party person, firm, corporation or other third party as a result of or in connection with this Agreement; or (v) Company’s use of any data or materials provided by Member for use by Company, including but not limited to any claim of infringement or violation of any copyright, patent, trademark or other right of any kind of any person, or any claim of libel, slander, or invasion of privacy.

 H.  Confidentiality.

  1. Confidential Information. To help facilitate open and honest participation in the Services, any information or communications provided by Member or Company while participating in the Services (“Confidential Information”), will be held as confidential by Company and Member. Member understands that the relationship between Company and Member is not considered a legally confidential relationship (like the medical and legal professions) so communications are not protected by any legally recognized privilege. Although Confidential Information includes the substantive information discussed herein, it does not incorporate information used for Company’s internal business or record keeping purposes including but not limited to Member's access or participation in the Services, or other administrative information concerning the Services. Confidential Information does not include any information, or any portion of any information, that: (i) was or becomes generally available to the public other than as a result of a disclosure by the other party; (ii) has already been or is hereafter independently acquired or developed by the other party without violating this Agreement; or (iii) was or becomes available to the other party on a non-confidential basis from an outside source, provided that such source is not subject to a confidentiality obligation with respect to such information.

 

  1. Nondisclosure of Confidential Information. To foster a safe environment for Member to share and grow while participating in the Services, Company agrees to treat Confidential Information with the same degree of confidentiality as Company does with its own Confidential Information and, in any event, with no less than a reasonable degree of care. Where necessary to perform the Services, Company may disclose all or any part of the Confidential Information to its employees, contractors, and other representatives and agents on a need-to-know basis. In addition, if Company is required to disclose information in response to law, rule, court order, or other legal process, Company may do so without breach of its obligations of confidentiality.

I.   Limitation of Liability. Recourse against Company shall forever be limited exclusively to the total Membership Fees paid under this Agreement, and in no event shall include consequential, special or indirect damages or claims for loss of profit or business. The foregoing limitations and disclaimers will apply irrespective of whether the possibility of such damages has been disclosed to Company in advance or could have reasonably been foreseen by Company. No individual member, officer, official, employee, contractor, volunteer, agent or affiliate of Company shall be personally liable hereunder, and no recourse shall be held against any such party’s assets by reason of a breach of this Agreement by Company or otherwise.

J.  Termination.

  1. Termination by Member. Except as otherwise provided herein, Member may elect to terminate this Agreement at any time. Member must terminate membership before the next scheduled payment to avoid being charged for the following month’s/year’s Membership Fee. If Membership is terminated by Member, Member reserves the right to continue using the Services until the end of the current billing cycle for which payment has already been remitted. No refunds for any fees, including Membership Fees, already paid will be provided and Member will not be reimbursed for the payment of Membership Fees for the following month/year if Member fails to terminate this Agreement prior to the next billing cycle. 

 

  1. Termination by Company. Company reserves the right to terminate this Agreement at any time and for any reason. If Company terminates this Agreement, Member will not be allowed to utilize any Services for the remainder of the month/year for which Membership Fees have already been paid. No refunds or reimbursements will be made. Member understands and agrees that Member has no claim against Company for its decision to terminate this Agreement.

K.   Governing Law; Dispute Resolution. This Agreement shall be subject to and governed by the laws of the State of Maryland, irrespective of the choice of law rules in the state of execution of the Agreement or performance of the Services. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless otherwise agreed to in writing by the parties. The place of arbitration shall be Prince George’s County, Maryland. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within ninety (90) days of filing and awards rendered within one hundred and twenty (120) days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The prevailing party shall be entitled to an award of reasonable attorney fees.

L.   Miscellaneous Provisions.

  1. Survival; Third Party Rights; Severability. Provisions of this Agreement, which by their nature and terms extend beyond the termination of this Agreement shall continue in effect after termination of this Agreement, regardless of the reason, and whether such termination is voluntary or involuntary. Nothing contained in this Agreement shall be construed, nor is intended to give any rights or benefits to any person or entity, other than to Member and Company. Member acknowledges that the restrictions contained in this Agreement are fair and reasonable, and are reasonably required for the protection of Company. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision (or portion thereof) of this Agreement that can be given effect without the invalid provision. In such event, all parties agree that the arbitrator(s) or court making such determination shall have the power to alter or amend such provision so that it shall be enforceable to the maximum extent permitted by law.

 

  1. Waivers; Assignment; Modification. Failure or omission by Company at any time to enforce or require strict or timely compliance with any provision of this Agreement shall not affect or impair that provision in any way or the rights of Company to avail itself of remedies it may have in respect to any breach of that provision. Any waiver or consent given by Company must be in writing and shall be effective only as to that instance and will not be construed as a bar to or waiver of any right on any other occasion. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party without the prior written consent of the other party; provided, however, that Company may, without notice to Member, (i) assign this Agreement to any entity that acquires all or substantially all of its assets or its business that is the subject hereof, or (ii) assign this Agreement to any entity that is owned by Company. This Agreement may only be modified by the mutual written agreement of both parties hereto. No oral statement shall in any manner modify or otherwise affect the terms and conditions set forth herein.

 

  1.  Notices. Except as otherwise specified herein, any notice required or permitted to be given under this Agreement shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt), by email to [email protected].

 

  1. Force Majeure. Company shall not be liable to Member under any circumstances for any damages, delay in performance or failure to perform by Company if caused by any act or occurrence beyond its reasonable control, including but not limited to embargoes, changes in government regulations or requirements (executive, legislative, judicial, military or otherwise), acts of war or terrorism, pandemics, power failure, electrical surges or current fluctuations, lightning, earthquake, flood, the elements or other forces of nature, delays or failures of transportation, or acts or omissions of telecommunications common carriers. If Company’s performance is delayed by force majeure, the time for performance of the Services will be extended by the length of the delay.

 

  1. Headings; Entire Agreement. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof. Words of any gender used in this Agreement shall be held to include any other gender, and words in the singular shall be held to include the plural when the sense requires. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements on this matter. There are no other written or oral agreements, representations, or understandings with respect to the subject matter of this Agreement.

 

MEMBER ACKNOWLEDGES THAT MEMBER HAS READ AND FULLY UNDERSTANDS THIS ENTIRE AGREEMENT AND THAT, BY PURCHASING THE SERVICES, AGREES WITH AND ACCEPTS ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.