MEMBERSHIP TERMS & CONDITIONS

Last Modified: April 21, 2022

Welcome to your new community! HerCsuite™, a product of HerPower2, Inc., provides women exclusive membership benefits inside a community platform and app.

You (“Member”) agree to all the terms contained in this agreement (“Agreement”), the website Terms of Use, Privacy Policy, and to abide by all applicable laws.

Section 1. SERVICE

HerPower2, Inc. ( “Company”) agrees to provide Member with the following services (collectively, the “Membership”):

  • a) Single-user license to HerCsuite™ Membership Platform;
  • b) Assigned spot in HerCsuite Circle™ (if applicable);
  • c) Networking opportunities;
  • d) Online resources; and
  • e) Speaker presentations.

Individual Membership: Members will be assigned to a HerCsuite™ Circle to meet once a month with a group of other members in either Accelerate (Manager to VP and New Entrepreneur, Coaches), Accelerate (VP, C-suite, Business owners) or Next (women over 50 Serving on Boards, Planning Retirement, Next Business). Member is only allowed one absence per quarter or be reassigned. Company reserves the right to change the name or terms of the Membership, and pause or stop Membership services.

Section 2. TERM

The Individual Membership term is for a period of one year from the date of acceptance of this Agreement. An Organization signing up members will have terms under their contracts for the TERM.

Section 3. FEES

Individual Member agrees to pay all fees associated with the Membership (“Fee”). The fee and terms are subject to change, and Member will have an opportunity to review and accept the fees. Organizations signing up multiple users agree to pay all fees associated with their Membership (“Fee”).

Section 4. REFUND POLICY

No refunds after 14 days will be given once Member since space has been reserved for the Member. Organizations will receive partial refunds for work done prior to cancellation. No refund will be given to Organizations after 14 days since the work will have been completed.

Section 5. CONFIDENTIALITY & TRADE SECRETS

Member acknowledges that the nature of the engagement by the Company is such that Member shall have access to the Confidential Information and the Trade Secrets, each of which has great value to the Company, provides the Company a competitive advantage, and constitutes the foundation upon which the business of the Company is based.

Trade Secrets shall be defined as information, without regard to form, belonging to the Company or licensed by it including, but not limited to, technical or non-technical data, formulae, patterns, compilations, Membership content and lists, the proprietary HerCsuite™ Membership Platform, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers of suppliers which is not commonly known by or available to the public and which information: (a) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons or entities who can obtain economic value from their disclosure or use; and (b) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy.

Member agrees to hold all of the Confidential Information and the Trade Secrets in confidence and to not use, disclose, publish or otherwise disseminate any of such Confidential Information and the Trade Secrets to any other person, except to the extent such disclosure is (i) necessary to the performance of this Agreement and in furtherance of the Company’s best interests, (ii) required by applicable law, (iii) as a result of portions of the Confidential Information and/or the Trade Secrets becoming lawfully obtainable from other sources, (iv) authorized in writing by the Company, or (v) necessary to enforce this Agreement. The restrictions set forth in this Section 6 shall remain in full force and effect (a) with respect to the Confidential Information, for the three (3) year period following the effective date of termination of this Agreement, and with respect to the Trade Secrets, until the Trade Secrets no longer retain their status or qualify as trade secrets under applicable law. Upon termination of this agreement, Member shall deliver to the Company all documents, records, notebooks, work papers, and all similar material containing Confidential Information and Trade Secrets, whether prepared by Member, the Company or anyone else.

If Member violates or display any likelihood of violating this section, the Company will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. Company shall be entitled to attorney’s fees and costs in the event they prevail in legal action taken to enforce the terms and conditions of this Agreement.

Section 6. MEMBER RESPONSIBILITIES

Member agrees to abide by HerCsuite™ Guidelines in the HerCsuite™ Membership Platform. Any education or information shared in Membership is for strictly educational purposes ONLY. Member accepts and agrees that Member is 100% responsible for their progress and results from the Membership. Company makes no representations, warranties or guarantees verbally or in writing. Member understands that because of the nature of the Membership and extent, the results experienced by each Member may significantly vary. Member acknowledges that as with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that Member will reach their goals as a result of participation in the Membership. Membership education and information is intended for a general audience and does not purport to be, nor should it be construed as, specific advice tailored to any individual. Company assumes no responsibility for errors or omissions that may appear in any Membership materials or representations by other members. Member agrees to abide by the values of the HerCsuite™ community and to not discriminate, or act in an offensive or racist manner.

Section 7. LICENSE

Member is hereby granted an individual, single-user, non-exclusive, non-sublicensable, worldwide license (the “License”) to use the Company’s HerCsuite™ Membership Platform.

Member agrees (1) not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights, (2) any Confidential Information shared by the Company is confidential and proprietary, and belongs solely and exclusively to the Company, (3) and not to disclose such information to any other person or use it in any manner other than in discussion with the Company during the term of this Agreement and after, whether that termination is voluntary, involuntary, for cause, not for cause, or otherwise. Further, Licensed Member agrees that if Licensed Member violates, or displays any likelihood of violating any of Licensed Member’s agreements contained in this paragraph, the Company will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.

Section 8. SEVERABILITY & WAIVER

If any provision of this Agreement is held by to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of Company to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.

Section 9. LIMITATION OF LIABILITY

Member agrees they are using Company’s services at their own risk and the Membership is only an educational service being provided. Member releases Company, its officers, employees, directors, subsidiaries, principals, agents, heirs, executors, administrators, successors, assigns, Instructors, guides, staff, Participants, and related entities, as well as, any third-party platforms and the venue where the Memberships are being held (if applicable) and any of its owners,

executives, agents, or staff (hereinafter “Releases”) from any and all damages that may result from any claims arising from any agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Memberships. Member accepts any and all risks, foreseeable or unforeseeable. Member agrees that Company will not be held liable for any damages of any kind resulting or arising from including but not limited to, direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company’s services or enrolment in the Membership.

Company assumes no responsibility for errors or omissions that may appear in any of the Membership materials or third-party platforms. IN NO EVENT SHALL COMPANY’S LIABILITY TO MEMBER UNDER THIS AGREEMENT, IN THE AGGREGATE, EXCEED THE AMOUNTS PAID TO OR DUE AND OWING TO COMPANY UNDER THIS AGREEMENT.

Section 10. ASSIGNMENT

Member may not assign this Agreement without the express written consent of Company.

Section 11. MODIFICATION

Company may modify terms of this Agreement at any time without prior notice to Member.

Section 12. TERMINATION

Company is committed to providing all members in the Membership with a positive Membership experience. Member agrees that the Company may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Member’s participation in the Membership without refund or forgiveness of payments, if Member becomes disruptive to Company or Participants, Member fails to follow the Membership guidelines, is difficult to work with, impairs the participation of the other participants in Membership or upon violation of the terms as determined by Company. Member will still be liable to pay the total Membership amount.

The agreements of Member in Section 4, 5, 9, 13, 14, and 15 of this Agreement shall survive the termination of this Agreement, irrespective of the reason(s) for said termination.

Section 13. INDEMNIFICATION

Member shall defend, indemnify, and hold harmless Company, Company’s officers, employers, employees, Members, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims,

damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. Member shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Member recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company. In consideration of and as part of Member’s payment for the right to participate in Company’s Memberships, the undersigned, Member’s heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge Company and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, and assigns and any of the training instructors, guides, staff or students taking part in the training in any way, as well as, any third-party platforms or the venue where the Memberships are being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releases”) of and from all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Memberships

Member waives any rights to recovery from Company for any injuries that Member and/or Member’s Members may sustain that are a result of Member’s actions, errors or delays due to the any third-party service or technology platform, and/or the negligence of Member and/or Member’s Members, including but not limited to, supplying delayed or inaccurate information.

Section 14. NON-DISPARAGEMENT

Member agrees and covenants that Member shall not, directly or indirectly for or on behalf himself/herself for any person, firm or entity, publicly or privately (to any current or prospective Member, competitor or customer of the Company) at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning Company, existing and prospective members, vendors, investors and other associated third parties.

This Section does not, in any way, restrict or impede Member from exercising Member’s protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Member shall promptly provide written notice of any such order to an authorized officer of Company within 24 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit Company to contest the order or seek confidentiality protections, as determined in Company’s sole discretion.

Member also agrees, that so long as this Agreement remains in effect Member will not take any action which might divert from the Company or its successors or assigns any opportunity which would be within the scope of the business of Company.

If Member breaches any of the covenants of this paragraph, the duration of such covenants shall be extended for an additional period of time equal to the period of time during which such breach or breaches occurred, including the duration of any litigation with respect thereto, including all appeals. Further, it is agreed that, if for any reason a restriction set forth in this subsection is found by any court of competent jurisdiction to be invalid or unenforceable, such restriction shall not be void but shall instead be interpreted and reformed to extend over the maximum period of time, range of activities or geographic area as to which it may be valid or enforceable.

Section 15. CONSENT TO RECORDING

By enrolling in the Membership and in consideration of the use of the Membership and participation in the platform, meetings, calls, and events related thereto, Member expressly consents to call and video recordings by Company for training, marketing, and quality assurance purposes.

Section 16. NOTICES

Member consents to electronically receive all notices or other communications required or desired to be given under this Agreement at the email address submitted by Member. Member agrees to keep Member’s contact information accurate at all times.

Company may also provide such notices by posting them on the Membership website. Notice shall be deemed given to Company when (a) delivered by courier or two (2) days after being mailed by certified or registered mail, return receipt requested, postage prepaid, and addressed to the Company at HerPower2, Inc., 880 Tollgate Rd. Elgin, IL 60123, or (b) sent by electronic mail to info@hercsuite.com.

If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the HerCsuite™ Membership Platform and the Services.

Section 17. APPLICABLE LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Illinois, without regard to the conflict of laws provisions of such State. Any legal suit, action or proceeding arising out of this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Illinois, each case located in the City of Chicago and County of Cook, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Section 18. DISCLAIMER

There is no guarantee that Member will achieve any results or earn any money using the techniques and ideas in these materials. Examples in these materials are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our product, ideas and techniques. Member’s level of success in attaining the results claimed in our materials depends on the time Member devote to the Membership, ideas and techniques mentioned, Member’s finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee Member’s success or income level. Nor are we responsible for any of Member’s actions. All content is the sole responsibility of the Member who authored or published such content.

Section 19. DUTY TO READ

Member understands and agrees: “I accept that under this Agreement, I have a duty to read the terms of this Agreement, and have done so. Furthermore, I understand and accept that I am precluded from using lack of reading as a defense against all remedies contained herein”. Furthermore, Member understands that Company has not promised, shall not be obligated to and will not guarantee any specific results.

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