Membership Agreement

CERTUS Membership Agreement
Updated July 2019

This CERTUS Membership Agreement (the “Agreement”) is a binding agreement between you (“you or the “Member”) and G&P Networking, LLC DBA CERTUS Network, LLC (“CERTUS”).  BY CLICKING THE “AGREE” BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS, AND (C) AGREE THAT YOU ARE SUBJECT TO AND WILL COMPLY WITH THE CERTUS TERMS OF USE LOCATED AT https://certusnetwork.com/terms-of-use/ AND THE CERTUS PRIVACY POLICY LOCATED AT https://certusnetwork.com/privacy-policy/

AGREEMENT

1.     CERTUS Services.

CERTUS runs a series of CERTUS networking groups/chapters, networking events and training, and the HTTPS://WWW.CERTUSNETWORK.COM/ website (the “Website”), designed to facilitate and provide opportunities for the growth and development of professional relationships (collectively, the “Services”).  As a BASIC member of CERTUS, you are allowed to be a member of one (1) CERTUS networking group/chapter. As a VIP member of CERTUS, you are allowed to be a member of all CERTUS networking groups/chapters in addition to having access to all other CERTUS Services.

2.     Membership Fees and Payment.

Member agrees to pay the applicable standard CERTUS membership fees for the Initial Term Member signed up for (1 year) and any Renewal Term.  Fees are non-refundable.  Membership fess shall be billed and paid, for the Initial Term and any Renewal Term, via the Member’s credit card on file with CERTUS and Member agrees and authorizes CERTUS to charge Member’s credit card for those amounts.   

3.     Term and Termination.

(a)           Term.  The initial term of this Agreement shall be the one (1) year term the Member paid for when signing up, beginning on the date initial payment was made (the “Initial Term”).  At the end of the Initial Term (or any Renewal Term), the Agreement shall be automatically extended for the length of the Initial Term (i.e. 12 months) (each a “Renewal Term”), unless one of the parties notifies the other party in writing not less than thirty (30) days prior to the end of the Initial Term or the applicable Renewal Term of its intent not to extend this Agreement.  The Initial Term and any Renewal Term are referred to in this Agreement as the “Term.”

(b)            Termination.   Notwithstanding the provisions of Section 3(a), this Agreement may be terminated by CERTUS on notice to Member in the event Member breaches any term or provision of this Agreement.

• Effect of Termination.   In the event this Agreement is terminated as set forth above prior to the expiration of the Term, no refunds will be provided.  Upon termination, the remaining dues, if any, are due and payable. For instance, if the member chose to pay monthly and they had only made seven (7) payments, the remaining balance of five (5) payments will be due immediately. The Member will no longer have access to the CERTUS Services, will no longer represent that they have any affiliation with CERTUS, and agrees to remove all statements of affiliation with CERTUS.

4.      Member Obligations.

As a condition of membership, Member agrees to the following:

• Member will provide full, complete and accurate information to CERTUS and all CERTUS members.

• Member will fully participate and engage in all group/chapter activities and all group obligations, including attending meetings, proactively providing leads and referrals to members, proactively promoting the group/chapter, and by actively building their business relationships.

• Member will only represent one profession or business category in each group/chapter. If Member wishes to represent additional categories, written permission from the group host must be obtained and member will pay an additional membership fee for each additional category.  CERTUS shall have full discretion and final authority with regard to classification conflicts.

• Members agree to follow-up on referrals given them. Members agree to share information and market the group as an overall goal of membership.

• Member will at all times uphold standards of professionalism and ethics appropriate for a CERTUS member.

• Member will at all times comply with all CERTUS and CERTUS group/chapter rules, regulations and procedures.

• Member will at all times comply with all applicable laws and regulations.

5.     Intellectual Property.

Except as otherwise provided, CERTUS shall own all aspects of the Services, and all work product or deliverables under this Agreement, including all ideas, inventions, concepts, know-how, development tools, techniques and any other proprietary material or information that may be developed by CERTUS or Member in connection with this Agreement (including all content posted on the Website by CERTUS or Member) and the CERTUS membership, and all related patent rights, copyrights and other intellectual property rights. 

6.       Warranties and Limitation of Liability.

• DISCLAIMER. Member ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY BY CERTUS OR ITS THIRD PARTY PROVIDERS OF ANY KIND AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, CERTUS AND ITS THIRD PARTY LICENSORS AND PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NON-INFRINGEMENT.  For clarification purposes, and without limitation, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET MEMBER’S REQUIREMENTS, OR THAT MEMBER’S ACCESS TO THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER CERTUS NOR ITS THIRD PARTY PROVIDERS WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY, CAPABILITY, CURRENTNESS OR OTHERWISE.  MEMBER WILL NOT HOLD CERTUS AND/OR IT’S THIRD PARTY PROVIDERS OR RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM MEMBER’S USE OF THE SERVICES.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO CERTUS AND/OR ITS THIRD PARTY PROVIDERS.   

• Limitation of Liability.  EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER CERTUS NOR ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS SHALL BE LIABLE TO MEMBER (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM MEMBER’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND — INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS AND LOSS OF DATA — IN ANY WAY RELATED TO THIS AGREEMENT (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT OR AS A RESULT OF NEGLIGENCE OR BREACH OF STATUTORY DUTY), REGARDLESS OF WHETHER THE PARTY THAT IS LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.  IN NO EVENT SHALL CERTUS’S TOTAL LIABILITY FOR A CLAIM UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO OR RECEIVED BY CERTUS UNDER THIS AGREEMENT DURING THE THREE MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. 

7.     Indemnification.

Member shall indemnify, defend and hold harmless CERTUS, its subsidiaries, affiliates, officers, employees, contractors and agents, and other service providers from and against all claims and losses (including costs of defense and reasonable attorney’s fees) of any nature arising out of, resulting from, or relating to, Member’s violation of the terms of this Agreement or any non-compliance with federal, state, county, city or other laws, regulations, codes or requirements, including without limitation all applicable safety laws.

8.     General Provisions.

(a)             Independent Contractor.  Nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between CERTUS and Member.

(b)          Successors and Assigns.  This Agreement shall be binding on, and inure to the benefit of, any successor or assignor CERTUS.  Member shall not be entitled to assign this Agreement in whole or in part without the prior written approval of CERTUS.

(c)          Confidentiality.  The parties understand and agree that CERTUS has a unique method of operating its business in which it retains a proprietary interest and reserves a right of confidentiality.  Except as otherwise provided, Member covenants and agrees not to use, employ or incorporate any aspect of the business or operation of CERTUS in its own business or in any business which it may hereafter establish, operate or in which it may retain an interest.  Member acknowledges that the Confidential Information of CERTUS remains the sole and exclusive property of CERTUS.  Member shall use a reasonable degree of care to protect any Confidential Information and may not disclose any Confidential Information without the prior written consent of CERTUS.  Upon termination of this Agreement (whether by expiration or by early termination), Member shall immediately cease use of such Confidential Information and return all such Confidential Information to CERTUS within ten (10) days of termination.  As used herein, the term “Confidential Information” includes all Services and product information, marketing, sales techniques and information, pricing information and strategies as well as other information disclosed orally, visually or in writing and other business information of CERTUS. 

(d)        Notices.   All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given (i) the third business day after being sent by first class U.S. Mail, registered or certified, return receipt requested, postage pre‑paid or (ii) the first business day after being sent by a nationally-recognized overnight courier delivery service to the other party at the address set forth in this Agreement or on file with CERTUS.  Notices may also be emailed to CERTUS at admin@CertusNetwork.com.

(e)           Compliance with Laws and Regulations.  The parties agree to (i) comply with all applicable laws, ordinances and regulations applicable to its respective operations and to obtain and maintain all necessary licenses and permits required by law and (ii) comply with applicable rules and regulations with regard to the operation of its business.

(f)         Governing Law and Arbitration.

(i)             This Agreement will be governed in all respects by the laws of the State of Colorado (without regard to conflicts of law provisions), as such laws are applied to agreements entered into and to be performed entirely within the State of Colorado between Colorado residents.

(ii)           Any dispute between the parties concerning the scope or interpretation of this Agreement, including any dispute regarding the applicability or enforceability of this section, shall be submitted to binding arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association in effect on the date that a dispute is submitted to arbitration (the “Rules”) except as such Rules are modified pursuant to this Section.  Arbitration shall be held in Denver, Colorado.  Except as otherwise provided, each party shall bear its respective costs in the preparation and presentation of the dispute, and shall bear equally the administrative costs of the arbitration.

(iii)         In any action, suit, proceeding, claim or counterclaim brought to enforce this Agreement or any of its provisions, the party that substantially prevails in any such action, suit, proceeding, claim or counterclaim (the “Prevailing Party”) shall recover its costs, fees and expenses, including, but not limited to, the reasonable costs, fees and expenses of attorneys and outside experts (collectively, “Expenses”), from the other party (the “Non-Prevailing Party”), and the court or arbitration panel shall be so instructed to determine which party is the Prevailing Party, to grant recovery of the Expenses incurred by the Prevailing Party, and to order the Non-Prevailing Party to pay forthwith the Expenses of the Prevailing Party. 

(g)       Severability.  Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

(h)           Waiver.  The waiver by either party of a breach of any provision of this Agreement of the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party. 

(i)           Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.  This Agreement may only be changed by mutual agreement of the parties in writing.

(j)          Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original but all of which together will constitute but one and the same instrument.  This Agreement may be executed by facsimile, scanned or .pdf signature, which in each case shall constitute an original for all purposes.