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MEMBERSHIP AGREEMENT
This MEMBERSHIP AGREEMENT ("Agreement") is a legal agreement between each user who has clicked "Agree" to these terms whether or not you have read them ("Member") and Edgestone Consulting, Inc., a Minnesota corporation whose notice address is 621 Coventry Parkway, Eagan, Minnesota 55123 ("Website Owner") stating the terms that govern the Member’s use of the Website Owner's website located at the domain name www.entrespect.com ("Website"). If you do not agree to these terms, do not click "Agree," and do not use the services provided by the Website. Website Owner may at its sole discretion modify this Agreement at any time and such modifications will be effective immediately upon being posted on the Website. Your continued use of this Website will indicate your acceptance of this modified Agreement. Website Owner and Member are generally and interchangeably referred to herein individually as "Party" and collectively and "Parties."
1. Purpose. The purpose of this Agreement is to provide supplemental terms, limitations and rights associated with the Website to each Member in exchange for the payment of the annual $145.00 USD (“Fee”).
2. Additional Terms. Except for the TERMS OF USE AGREEMENT incorporated herein by reference (“Terms of Use”) associated with the Website and agreed to by and between Member as a “Website User” and Website Owner applying to all use of the Website by Member, including, but not limited to the establishment of ownership, restrictions and the limited license associated with the intellectual property and any additional usage rules set forth on the Website that are incorporated into this Agreement, this Agreement constitutes the entire agreement between Member and Website Owner with respect to the Member’s use of the Website and supersedes all previous agreements, understandings and representations relating thereto. In the event of an inconsistency between these Terms of Use and this Agreement, the stricter provision shall prevail. Any definitions not defined within quotation marks within this Agreement are as defined in the Terms of Use.
3. Consideration. In consideration of the terms and conditions of this Agreement and other good and valuable consideration hereby acknowledged by each Party, the Parties intending to be legally bound, mutually agree to the terms and conditions provided herein, the receipt and sufficiency of which each of the Parties hereto acknowledge.
4. Payment. This Agreement commences on the date the Member provides credit card, check card, or checking account charge authorization (hereinafter referred to as your "Payment Method") for the $145.00 USD and shall automatically renew for successive one (1) year terms, unless otherwise terminated in accordance with the terms of this Agreement (“Term”). By submitting the Payment Method and agreeing to the terms of this Agreement, the Member hereby authorizes the Website Owner or its agent to charge the Member’s Payment Method annually throughout the Term. Member hereby agrees to any third party and/or agent Payment Method issuer agreement, if applicable. The date on which the first Payment Method is submitted shall be referred to as the “Effective Date.” Except for a Probationary Termination where the Member will receive a full refund of the Fee, there shall be no refunds for any Fees already billed or paid for by Member.
5. Termination. Member may terminate this Agreement by providing a written notice of cancellation to info@entrespect.com stating the Member’s desire to cancel their membership, the Member’s name, telephone number and electronic mail address associated with the Member’s registration information provided to Website Owner on the Effective Date (“Registration Information”) that must be received by Website Owner within thirty (30) days of the Effective Date (“Probationary Termination”) or no less than thirty (30) days prior to the end of the current term in order to be effective (“Cancellation”). Website Owner may automatically terminate this Agreement at any time with or without notice to Member and will not be liable to Member or to any third party should it exercise such rights.
6. Member Materials. Member has added access to portions of the Website in exchange for the payment of the Fee, including, but not limited to blogs and other information exchange forums, Website Owner’s and other third party’s proprietary information (“Member Materials”) that may be used by Member in accordance with the following non-exclusive, non-transferable, limited right license that is hereby granted by the Website Owner to Member (“License”). This license is not intended to replace any terms of the Terms of Use, but is intended to supplement the Terms of Use. In the event of a conflict, the more restrictive covenant shall prevail.
Member Materials provided by Website Owner or third parties through this Agreement are owned by Website Owner and/or its subsidiaries and its licensors. Title, ownership rights and intellectual property rights in and to such Member Materials are the property of either Website Owner or third-party content owners or copyright holders and is protected by applicable copyright and other law. Other than as expressly provided herein, this Agreement gives Member no express or implied license or right to the Member Materials, including without limitation, any right to use, sell, rent, copy, distribute, broadcast, modify, perform or publicly display any Member Materials.
The limited License includes the following provisions: (a) Member may create and retain a permanent copy of the Member Materials to view, use and privately display; (b) Member may not re-sell, re-distribute, sublicense or otherwise transfer any right or license in the Member Materials; (c) any Member Materials provided to Member in a PDF format may not be modified and (d) Member must maintain any and all applicable copyright and trademark notices on the Member Materials.
7. Account Protection. Member is solely responsible for managing any password created in association with the Member’s account (“Account”) and for keeping the password confidential. Member is also solely responsible for restricting access to any computer used by Member to access the Account. Member hereby agrees that it is responsible for all activities that occur on its Account.
8. Reliance. The Member Material contains information, data, opinions, recommendation, products or services, advice, tips, documents and statements by Website Owner and/or its affiliates and third parties (“Information”). Information is provided to Member on an "as is" basis. Website Owner, ITS LICENSORS, SUPPLIERS AND/OR THIRD PARTIES SUBMITTING INFORMATION, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.
The content of the Information, including without limitation, text, copy, audio, video, photographs, illustrations, graphics and other visuals, is for informational purposes only and does not constitute professional advice, guaranty performance or include representations of any kind.
9. Restrictions on Information Submissions. In using this Website Member agrees that Member will not: (a) post, disseminate or transmit unauthorized advertising, promotional materials, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings; (b) omit, delete, forge or misrepresent transmission information, including headers, return mailing and Internet protocol addresses, or otherwise manipulate identifiers to disguise the origin of any content; (c) impersonate any person or entity, or falsely state or otherwise misrepresent an affiliation with any person or entity; (d) send harassing and/or threatening messages to others; (e) post, disseminate or transmit any content that: (i) is unlawful, harassing, defamatory, abusive, threatening, obscene, harmful, tortuous, libelous, or invasive of another's privacy; (ii) infringes or violates any party's copyright, trademark, trade secret, patent or other proprietary right including, but not limited to, using third-party copyrighted materials without appropriate permission, using third-party trademarks without appropriate permission or attribution, and using or distributing third-party information protected as a trade secret in violation of a duty of confidentiality; (iii) Member does not have the right to disseminate or transmit under law, or contractual or fiduciary relationships; or (iv) contains personally identifiable information belonging to minors. The restrictions included in this section shall collectively be referred to herein as “Unauthorized Publication”).
