This Membership Agreement (“Agreement”) is made and entered into by and between Business Enterprise Institute, Inc. (“BEI”) and the individual identified as Member (or user) in the membership (user) account in BEI’s website through which these terms and conditions are being presented, reviewed and agreed (“Member”). Member and BEI agree as follows regarding Member’s participation in the BEI Network of Exit Planning Professionals, access to the tools and resources in Member’s online account, and use of any BEI tools to which Member has purchased or holds a license (“Membership”):
- MEMBERSHIP LEVEL. Member wishes to participate in BEI’s membership network through a particular level of membership that has been selected by Member (“Membership Level”). Each Membership Level includes the rights, privileges and online access as published by BEI in its description of such Membership Level on the date the Membership Level is selected by Member. BEI may change the rights associated with each Membership Level as BEI adjusts the products and services associated with each Membership Level in order to serve BEI’s customers to the fullest extent.
- MEMBERSHIP TERM. If Member holds a promotional or complimentary Membership, the Membership expires on the date stated in the membership offer/confirmation that BEI sends to Member. For any paid Membership, the minimum Membership term is one (1) year, beginning on the initial start date of the Membership, except that BEI’s Associate Membership is a month-to-month membership with a minimum duration of only one month. If Member holds a paid membership, the Membership will renew automatically for additional periods after the initial minimum period based on Member’s payment frequency, unless terminated pursuant to Section 13 of this Agreement.
- CHANGING THE MEMBERSHIP LEVEL. Member may upgrade his/her Membership Level at any time during the Membership, and any such upgrade begins a new one (1) year commitment by Member if the Membership Level to which Member upgrades includes a one-year minimum commitment, beginning on the effective date of the upgrade. At the time of an upgrade an additional Membership Fee (defined below) may be due. Member may also downgrade to a lower Membership Level at any time after completing the required initial commitment associated with any new Membership or Membership upgrade.
- MEMBERSHIP FEES. Member will pay to BEI the membership fee on the payment schedule made available by BEI and selected by Member in an online or printed membership application/renewal/update (“Membership Fee”). The first Membership Fee payment is due on or before the start date/effective date of the Membership and any recurring or renewal payments (along with their amounts) will be described in Member’s membership information and/or confirmation. Subsequent Membership Fee payments for ongoing Membership are due on or in advance of Membership services being provided to Member by BEI in the amounts and on the schedule provided by BEI. After the initial minimum period of Membership, BEI may increase Member’s Membership Fees with sixty (60) days advance written notice to Member. Membership Fees are non-refundable. If Member holds a free, complimentary or promotional Membership, no Membership Fee is due unless or until Member decides to purchase a paid Membership.
- CREDIT CARD AUTHORIZATION. Member agrees and gives express written consent to BEI to charge all fees connected with Member’s Membership to the credit card provided by Member. Member specifically represents to BEI that Member has the ability to authorize charges to credit card numbers provided by Member to BEI, and Member will indemnify BEI for any costs it may incur as a result of Member’s unauthorized credit card use. If BEI provides Member with notice that Member’s credit card will not process any fees due pursuant to this Agreement, Member will immediately provide BEI with an alternate working credit card number or valid method of payment.
- ADDITIONAL PRODUCTS AND SERVICES. In addition to memberships, BEI provides additional products and services to its members. Member may request such products and services at the prices provided by BEI at the time of the order/request. Member hereby authorizes payment for such products and services to be charged to Member’s credit card on file with BEI unless Member provides (and BEI accepts) a different method of payment at the time of the order/request.
- BEI POLICIES AND PROCEDURES. BEI may provide additional policies and procedures applicable to all members on its website, which will be publicly available in the footer region of BEI’s primary website at www.ExitPlanning.com. BEI reserves the right to update its Policies and Procedures periodically and will provide email notification to all members of any such changes. It is Member’s responsibility to be familiar with BEI’s Policies and Procedures during the term of this Agreement. Member agrees to comply with all rules and requirements stated in the BEI Policies and Procedures.
- LIMITATION OF LIABILITY. Member agrees that BEI is not responsible to Member or any other party for any liability whatsoever (including negligence) with respect to any loss or damage, including special, indirect or consequential loss or damage, such as loss of revenue, unavailability of systems or loss of data, resulting from the Membership and the use of BEI’s tools, products and services. Planning ideas and strategies described in BEI content or coaching do not constitute tax, legal, financial, investment, securities insurance or any other type of advice to Member or Member’s clients and BEI has no liability, professional or otherwise, to Member or Member’s clients or contacts as a result of such content or coaching; instead, appropriate professional advisors with direct knowledge of particular facts and circumstances should provide any such advice.
- MEMBERSHIP RIGHTS. BEI grants Member a limited, non-exclusive, non-transferable right, during the term of this Agreement, to use the marketing, educational, planning or networking/community resources, materials and tools provided by BEI in connection with the Membership and Member’s specific Membership Level. Member should refer to BEI’s published lists of resources, tools and services offered in connection with Member’s Membership (“BEI Materials”). Member may not share, transfer or distribute the BEI Materials other than in the course of engaging in Member’s Exit Planning practice and only during Member’s membership in BEI. Member may only use the BEI Materials during the term of this Agreement in the marketing to, engagement or and representation of business owners and may not use the BEI Materials for the benefit of or as a service to any other individual or entity who is not also a member of the BEI Network of Exit Planning Professionals. In other words, Member may not share or resell any BEI products, services or BEI Materials except in the conduct of Member’s personal/individual business planning activities for Member’s business owner clients and prospects. Member agrees that BEI Materials (including print materials and customized/branded materials purchased or acquired through BEI) are to be used only by Member during the term of this Agreement and will not be used, transferred or sold by Member after termination of this Agreement. BEI shall determine, in its sole discretion, behavior that constitutes an unacceptable use of the BEI Materials. The BEI Policies & Procedures may contain more detail regarding appropriate use, or a member of the BEI Member Services team may be able to provide further detail. Any unacceptable use of BEI Materials will result in a revocation of Member’s limited rights to the use of the BEI Materials. The limited license terminates automatically upon termination of Member’s membership and no access to, use of or sharing of the BEI Materials is permitted after such termination. Member agrees to indemnify BEI and hold BEI harmless from any damages BEI may suffer as a result of Member’s violation of the terms of this limited license, and further agrees that each instance of misuse of the BEI Materials in violation of the terms of this limited license shall entitle BEI to recover $1,000 or BEI’s actual damages, whichever is higher.
- OWNERSHIP OF INTELLECTUAL PROPERTY. BEI is the sole and exclusive owner of all intellectual property created by BEI including the BEI Materials and all past, current and future material of a similar nature. BEI’s ownership of the intellectual property is regardless of whether it is used by BEI or by its members, regardless of whether any member of BEI (including Member) contributed to the creation or content of such intellectual property and regardless of whether such intellectual property is protected by a registered trademark, copyright or patent, by trade secret, by confidentiality or any other means of protection. Member agrees to use his/her best efforts to protect the intellectual property of BEI for the benefit of BEI and all of its members. Member will notify BEI promptly if Member is aware of or suspects any infringement of BEI’s intellectual property by any individual or entity, although Member will not be required to prosecute or defend infringement claims on behalf of BEI. Member agrees that any work product contributed by Member to BEI, if contributed for member use, will constitute a transfer of ownership of such content or material to BEI and Member further agrees that he/she will not contribute any work product to BEI that is not owned by Member. Member is responsible to BEI for any damages or expenses suffered by BEI as a result of Member’s actions that breach the intellectual property rights of BEI or any third party, and that such damages or expenses are agreed to be in the amount of BEI’s or such third party’s actual damages or $1,000 for each instance of breach, whichever is higher. Notwithstanding any other terms contained in this Section 10, BEI acknowledges and agrees that Member is the owner of any information regarding Member’s firm or clients that is entered and stored on BEI’s systems, including firm logos, client names, e-mail addresses and other data needed to allow Member to effectively use BEI Materials and tools. BEI retains the right to delete Member’s account and client information after the termination of Member’s membership.
- PROFESSIONALISM AMONG BEI MEMBERS AND FIRMS. Member will not use or send any BEI Materials as unsolicited email (“spam”). Any member so using BEI Materials risks immediate revocation of his/her Membership and is responsible for damages to BEI for any such activity. Member further agrees that he/she will not use his/her membership for the purpose of soliciting business from the clients of other members of BEI. Member will demonstrate professional integrity in all interactions with Member’s clients and prospective clients, as well as other members of BEI and their clients. Member will not use his/her membership to solicit other BEI members unless Member is informed of each such member’s willingness to receive such solicitations. BEI considers unprofessional behavior or communications in connection with a BEI membership to be grounds for revocation or membership privileges and cancellation of the Membership without a refund of any Membership Fees paid.
- NETWORK MEMBERSHIP. BEI supports and develops a network of highly qualified professional advisors to business owners. Member understands and agrees that the success of each member of BEI is in part dependent on the cooperation, support and excellent reputations of all members of BEI. Member agrees to represent BEI’s processes, materials and other members in a positive and productive way and to support and facilitate the growth and success of the BEI Network of Exit Planning Professionals™. Member agrees to comply with all laws and regulations that apply to Member’s work in the area of Exit Planning and in his/her profession in general in order to protect and preserve the integrity of BEI’s Network of Exit Planning Professionals.
- TERMINATION OF MEMBERSHIP. Member may terminate his/her membership in BEI at any time after completing any minimum duration associated with Member’s Membership Level or upgrade. After Member’s required minimum membership time commitment is complete, a termination by Member will be effective if BEI receives written notice of Member’s intent to terminate (an e-mail to email@example.com (link sends e-mail)is required) at least two (2) business days before Member’s next scheduled Membership Fee payment due date. BEI may terminate Member’s membership at any time in BEI’s sole discretion. Termination of membership for any reason, including non-payment of Membership Fees, does not relieve Member of the obligation to pay all Membership Fees and other amounts owed to BEI. Immediately upon termination of Member’s membership, Member agrees to discontinue using any and all BEI Materials and similar materials that BEI provided to Member or that indicate that he/she is affiliated with the BEI in general and the BEI Network of Exit Planning Professionals in particular. Member further agrees to return or destroy any BEI Materials produced by, for, or with the assistance of BEI.
- MISCELLANEOUS. During the term of this Agreement and for a period of two (2) years thereafter, Member will not hire or attempt to hire, directly or indirectly, any individual who is or was employed by BEI during the term of Member’s membership, without the express written consent of BEI. This Agreement is personal to Member, and therefore Member shall not assign, transfer or share any of his/her rights and obligations under this Agreement without the express written consent of BEI. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. BEI is not liable for damages or losses on account of failure of performance if the failure is occasioned by government action, war, fire, explosion, flood, lockout, act of God, or any other similar cause beyond BEI’s control. Member agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. This Agreement shall be governed by and interpreted under the laws of the State of Colorado. Any controversy arising from this Agreement shall be resolved in the District Court of Jefferson County, Colorado. The waiver of any rights or failure to exercise any remedy shall not operate or be construed as a continuing waiver of same or of any other rights or remedies provided in this Agreement. If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent, be held to be invalid or unenforceable, then the remainder of this Agreement, or the application of such term, covenant or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law. This Agreement sets forth the entire agreement between the parties with regard to the subject matter discussed herein and supersedes and terminates all prior agreements and understandings between the parties with regard to the subject matter discussed herein. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by both parties. By signing below, the undersigned represents and warrants that the factual information contained in the Membership Application and the undersigned has read and understands all of the terms contained in this Agreement.
Member’s physical or electronic consent to the terms and conditions contained in this Agreement is binding on Member.