Bring Your Customers Back Foundation
This Agreement (hereinafter “the Agreement”) is made between Bring Your Customers Back Foundation, a non-stock corporation established and existing under the laws of the State of Delaware, (hereinafter referred to as “the Foundation” or “we”) and you (hereinafter referred to as “the Member” or “you”), also referred below individually as “the Party” and together as “Parties.”
Article 1: Membership
This Agreement forms a legally binding agreement between the Member and the Foundation, as well as governs the Member’s access to and use of the services provided by the Foundation (hereinafter “Membership Benefits”). This Agreement becomes effective when we receive the payment of initial membership fees (hereinafter “Membership Fees”), if any, owed to the Foundation by the applicant.
Article 2: Membership Benefits
Article 3: Fees
The Member will be responsible for payment of Membership Fees annually. Annual Membership Fees will be due in the first month of your membership anniversary. The Member may choose an option to pay for up to five (5) consecutive years of membership.
Your membership is conditioned upon full payment of Membership Fees, if any, owed to the Foundation.
The Foundation accepts the following payment methods: Stripe, PayPal, or bank transfer.
Article 4: Termination
This Agreement shall continue until terminated by either Party. For the Member to terminate the membership, a thirty (30) calendar days written notice must be provided to the Foundation. Upon termination of Member’s membership, this Membership Agreement shall terminate.
This Agreement will also immediately terminate upon the death of the Member, the inability of the Member to pay Membership Fees required, the liquidation, dissolution, or discontinuance of the Foundation by the Foundation in any manner, or the filing out any petition by or against the Foundation under federal or state bankruptcy or insolvency laws.
The Member shall not be entitled to receive any refund, pro-rata, or otherwise, of any Membership Fees for the balance of the calendar quarter in which the termination is effective.
Article 5: A limited license
The Member acknowledges and agrees that the Foundation’s name, services, and any logos, designs, wording, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary, or other rights arising thereof, are owned by the Foundation or its affiliates, licensors, or suppliers.
The Member acknowledges and agrees that the source and object code of certain Membership Benefits and the format, directories, queries, algorithms, structure, and organization of the benefits are intellectual property, as well as proprietary and confidential information of the Foundation, its affiliates, licensors, and suppliers.
The Member expressly agrees not to do anything inconsistent towards the Foundation’s ownership of all of the intellectual property discussed herein. The Member further agrees that there are no rights, title, or interest in or to any Membership Benefits, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, the Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of the Foundation or any third party.
For any Membership Benefits, which enable you to use any software, content, equipment, or other physical or non-physical materials owned or licensed by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use specific Membership Benefits and any related software, content, equipment, or other materials FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY.
The Foundation may display the names and logos of Members on the Foundation’s membership website. This will not grant the Foundation any other right to use trademarks or trade names of any Member. The use of the corporate name or corporate logo of each Member will inure solely to the benefit of such Member, and be subject to theMember’s usage guidelines, if any.
Article 6: Restrictions
You are prohibited from and expressly agree that you will not:
(i) circumvent or disable any content protection system or the digital rights management technology used with any Membership Benefits
(ii) decompile, reverse engineer, disassemble, or otherwise reduce any Membership Benefits to a human-readable form
(iii) remove identification, copyright, or other proprietary notices in or on Membership Benefits
(iv) access or use any Membership Benefits in an unlawful or unauthorized manner or in a manner that suggests an association with our content, products, services, or brands, unless you have an executed agreement with us that allows for such activity
(v) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any Membership Benefits or any part thereof, except as expressly authorized in this Agreement or as part of Membership Benefits provided to you
(vi) introduce a virus or other harmful component and otherwise tamper with, impair, or damage any Membership Benefits or connected network, as well as interfere with any personal or entity use or enjoyment of any of Membership Benefits
(vii) sell, resell, or make commercial use of Membership Benefits, unless you have an executed agreement with us that expressly allows for such activity
Article 7: Third-party services
Article 8: No warranties
No warranties are given or implied by this membership agreement.
Article 9: Member consents
The Member agrees to hold the Foundation, its owners, affiliates, and representatives harmless from any damage, whether tangible or intangible, that may happen to the Member while participating in Membership Benefits.
The Member agrees that the Foundation offers its Membership Benefits with no guarantee of results of any kind. The Member agrees that any results that occur during their membership, whether positive or negative, are the effects of the Member’s own personal choices.
The Member agrees and verifies that all of the information provided to the Foundation and its representatives is accurate, up to date, and without the omission of any requested details.
The Member agrees and verifies that even if any necessary personal information is omitted, whether knowingly or unknowingly, you will hold the Foundation harmless against all liability for any damages that may occur to the Member or others because of the Member’s actions or inactions.
The Member agrees to notify the Foundation membership group of any occured or planned changes concerning the Member’s personal information.
Article 10: Indemnification
The Member agrees to defend and indemnify the Foundation and any of its affiliates (if applicable), as well as hold them harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to the Member’s use or misuse of the activities, the breach of this Agreement by the Member, or the Member’s conduct or actions.
Article 11: The entire agreement
This Agreement constitutes the entire understanding between the Member and the Foundation with respect to any and all use of the activities and facilities. The Agreement supersedes and replaces all prior or contemporaneous agreements and understandings, written or oral, regarding the relationships between the Parties.
Article 12: Severability
If any part or sub-part 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.
Article 13: Governing law
This agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of laws principles.
Article 14: Notices
The Member agrees that all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be addressed at the e-mail address provided by the Member during the initial membership registration via the Foundation’s website.