(Last Updated: July 24, 2020)
THIS MEMBER AGREEMENT (the “Agreement”) is entered into this by and between, Eyes Wide Open, LLC, a Wyoming limited liability company, with offices located at 172 Center St., Suite 202, P.O. Box 2869, Jackson, Wyoming 83001 (“EWO”) and Member (hereinafter “Member”, or You). The parties do hereby agree as follows:
WHEREAS, EWO maintains and publishes one or more proprietary Programs which are also sold as individual products as set forth on the website (hereinafter “the Program”); and
WHEREAS, Member desires to receive from EWO and EWO desires to provide to Member the Program for the prices set forth on the website, for the terms and conditions set forth in this Agreement.
NOW THEREFORE, the parties hereby agree as follows:
A. PROGRAM USE
- EWO hereby grants Member a restricted, non-exclusive, non-transferable limited right to use the Program (including the Program materials, membership site, and coaching calls) for internal business or personal purposes throughout the term of this Agreement.
- Member shall permit only its Support Staff (as defined herein) access to the Program. For purposes of this Agreement the term “Support Staff” shall be defined as any person employed as an employee or contractor of Member whose role is to support Member in carrying out Member’s business or personal objectives. The Support Staff may access the Program solely for the purpose of supporting Member with carrying out the Program, but the Support Staff cannot participate in any of the coaching calls and Program membership sites, as such training is reserved solely for Members.
- Except as otherwise expressly permitted herein, Member and the Support Staff accessing the Program shall not (i) disassemble, decompile, reverse engineer or otherwise modify or alter the Program; (ii) copy or reproduce in any form or medium all or any part of the Program; (iii) create any derivative work from the Program; (iv) assign, transfer, lease, license, sell, or otherwise publish, communicate, distribute, reproduce or display to third parties in any form or medium all or any part of the Program including, without limitation, as a value-added reseller; (v) download the Program to any computer or electronic device, or store the Program in a retrieval system for purposes other than those specifically authorized here; or(vi) establish a network for use of the Program or provide database services to any third party.
- If Member wishes to share the Program with a third party or other team member that does not meet the definition of Support Staff herein, Member shall inquire with EWO about obtaining a certification or about becoming an authorized affiliate.
- It is agreed that EWO reserves all rights to the Program not expressly licensed under this Agreement.
B. MEMBER OBLIGATIONS
- Security. Member shall implement and maintain reasonable administrative, physical and technical safeguards designed to prevent unauthorized access to the Program by any unauthorized third party. Member will promptly notify EWO in writing if it learns of or has reason to believe that there has been any unauthorized access to, disclosure (whether intentional or accidental) or use of Program by any unauthorized third party.
- Compliance with Laws. Member represents and warrants that it does and will comply with all applicable laws, rules and regulations relating to (i) performance of its duties and obligations under this Agreement, and (ii) the operation of its business.
- Member shall treat the Program as confidential and shall not share the Program materials with third parties, except as specifically authorized by EWO. Confidential Information shall not include information which (i) is publicly disclosed by EWO or is already publicly known without Member or a third party’s breach of a confidentiality obligation to EWO; (ii) is lawfully in the other party’s possession prior to the disclosure; (iii) is lawfully disclosed to such party by a third party without restrictions on its disclosure; (iv) is independently developed by such party without reference to the Proprietary Information; or (v) became known to such party from a source other than the other party other than by the breach of an obligation of confidentiality owed to the other party.
D. FEES AND TAXES
- Payments. In consideration of this Agreement, Member shall pay to EWO the monthly membership fee every thirty (30) days (or as otherwise specified on the applicable Program order form) for access to the Program in U.S. Dollars. If Member purchases a single product of the Program, Member shall pay the single price for the product listed on the website.
- Delinquent Payments. If any undisputed payment due EWO hereunder shall remain unpaid for thirty (30) days following the date due, EWO may impose interest thereon at 1.0% per month (12% APR), or at the maximum rate allowed by law, if lower, until paid.
- Taxes. Member shall pay to the relevant taxing authority, any property, customs excise, sales and/or use, or similar taxes (other than taxes on EWO’s income generally) that arise under this Agreement. Member agrees to indemnify and EWO harmless from any claims or damages resulting from Member’s failure to comply with this Section. This obligation shall survive expiration or termination of this Agreement.
H. REMEDY. To the extent permitted under applicable laws, Member’s sole and exclusive remedy for any damage or loss in any way connected with this Agreement and the Program furnished hereunder, whether by the EWO’s breach of warranty, negligence, or any breach of any other duty, shall be the price Member paid for the Program.
I. NO GUARANTEED RESULTS OR PROFESSIONAL ADVICE. Member agrees and understands that the Program is provided on an informational basis only, and EWO does not guarantee any particular result from Member’s participation in the Program. Member agrees and understands that EWO is a training company only, and Member should consult its own advisors for financial, legal, tax, medical (including mental health), or other professional advice.
J. CANCELLATION OF MEMBERSHIP AND TERMINATION
- Access To The Program. Upon termination/cancellation of this Agreement for any reason (including Member’s failure to pay the fees when due), Member shall no longer have any rights to use the Program and shall immediately discontinue using the Program. Upon termination, Member’s account will be deleted from access to the Program and from any Facebook or membership site of EWO, and Member will no longer have access to the coaching calls.
K. FORCE MAJEURE: This Agreement and the performance hereof by either party shall be subject to delays by reason of force majeure, and except for the payment of fees, either party’s time for performance shall be extended for a period of time equal to any delay caused by force majeure. As used herein “force majeure” shall mean and include, without limitation: fire; flood; earthquake; elements of nature or acts of God; acts of war; terrorism riots; civil unrest; rebellions or revolutions in the United States or any nation where the services under this Agreement are to be performed; third party failure; Internet, telecommunications or power failure; strikes, lockouts or other labor difficulties, or any other cause beyond the reasonable control of the parties. If any force majeure event occurs, each party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
L. RELATIONSHIP: No partnership, joint venture, distributorship or other business organization or relationship of any kind is established or intended to be established other than provided herein, by this Agreement. The parties agree that each is independent of the other and neither shall represent to any third party that it is the agent or representative of the other.
M. REPRESENTATIONS AND WARRANTIES: Each party hereto warrants that it is authorized to enter into this Agreement, that the person signing on its behalf is duly authorized to execute this Agreement, and that no other signatures are necessary. This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means), each of which will be considered an original but all of which together will constitute one agreement.