TERMS AND CONDITIONS OF MEMBERSHIP AND PARTICIPATION IN THE LOUNGE BY ECOMMERCE BADASSERY
These are the terms (the “Agreement”) that govern your attendance at and/or participation in THE LOUNGE BY ECOMMERCE BADASSERY By registering for the membership, you agree to these terms, which form a legal contract between eCommerce Badassery, LLC and the registered student and participant (“you”).
If you are registering on behalf of another, it is your responsibility to ensure that the person attending is aware of these terms and accepts them. By completing the registration, you warrant that you have made the (attendee) aware of these terms and that they have accepted these terms.
1. Membership Admission
1.1. Admittance. Your registration and payment entitles you access to the Membership. You may also give access, through your own login information, to your W2 payroll employees. Your employees may not have their own additional access. Any contractors or freelancers must purchase their own access to the membership. Any and all other costs associated with your attendance (including without limitation monthly membership cost and/or calls, advertising costs) shall be borne solely by you, and eCommerce Badassery, LLC shall have no liability for such costs.
1.2. Termination. You acknowledge that eCommerce Badassery, LLC reserves the right to request your removal from the membership of the Lounge, in its sole discretion, considers your presence and/or behavior to create a disruption or hinder the learning and/or the enjoyment of the membership by other attendees.
1.3. Media. By participating in the Membership, you acknowledge and agree to grant eCommerce Badassery, LLC the right to record, film, photograph, or capture your likeness in any media now available and hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant to eCommerce Badassery, LLC includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use and/or disseminate the media.
1.4. Membership Content. You acknowledge and agree that eCommerce Badassery, LLC, in its sole discretion, reserves the right to change any and all aspects of the Membership, including but not limited to the Membership name, themes, content, program, speakers, performers, hosts, moderators, and time.
2. Fee(s)
2.1. Payment. The payment of the applicable fee(s) for the Membership is due upon registration. If such payment is insufficient or declined for any reason, eCommerce Badassery, LLC may refuse to admit you into the Membership and shall have no liability in that regard.
2.2. Taxes. The fee(s) may be subject to sales tax, value-added tax, or any other taxes and duties which, if applicable, will be charged to you in addition to the fee(s).
3. Substitution and cancellation policy
3.1 Refunds. If you request a refund within 7 days of you registering for the Membership, you will be eligible for a refund. If you cancel beyond the 7-day window, you will not be eligible for a refund. You may cancel your membership at any time, with or without full or partial refund, dependent on section 3 part 2.
3.2 Cancellation. The initial commitment for The Lounge is 1 year, after which you will be able to cancel your membership or roll your subscription to a month-to-month payment or continue as an annual member for a discounted price. If you cancel before the first year is up, your plan will not renew and your membership will end at the end of the current annual period.
You will continue to have access to The Lounge until your membership expires.
There will be no refunds beyond the initial 7 day period starting January 3, 2022 or 7 days from when you join the membership, whichever is later.
4. Privacy policy
4.1. eCommerce Badassery, LLC is committed to protecting the privacy of its customers/clients and will do so according to its privacy policy.
5. Intellectual property
5.1. All intellectual property rights in and to the Membership, the Membership content, and all materials distributed at or in connection with the Membership are owned by eCommerce Badassery, LLC, Diedrich Marketing Strategies, and/or the Event sponsors or speakers presenting in the Membership. You may not use or reproduce or allow anyone to use or reproduce any trademarks or other trade names appearing the group or website, in any Event content, and/or in any materials distributed at or in connection with the Membership for any reason without the prior written permission of eCommerce Badassery, LLC or Diedrich Marketing Strategies
5.2. For the avoidance of doubt, nothing in this Agreement shall be deemed to vest in you any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by eCommerce Badassery, LLC, Diedrich Marketing Strategies, or eCommerce Badassery or any of its affiliates or grant to you any right or license to any other intellectual property rights of eCommerce Badassery, LLC or Diedrich Marketing Strategies or its affiliates, all of which shall at all times remain the exclusive property of eCommerce Badassery, LLC or Diedrich Marketing Strategies and its affiliates.
6. Warranties and limitation of liability
6.1. eCommerce Badassery gives no warranties in respect of any aspect of the Membership or any materials related thereto or offered in the Membership and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. Neither eCommerce Badassery, LLC nor its affiliates can accept any responsibility or liability for reliance by you or any person on any aspect of the Membership and/or any information provided in the Lounge Membership.
6.2. Other than to the extent required as a matter of law: (i) neither eCommerce Badassery, LLC nor its affiliates shall be liable for any direct, indirect, special, incidental, or consequential costs, damages, or losses arising directly or indirectly from the Membership or other aspect related thereto or in connection with this Agreement.
6.3. The maximum aggregate liability of eCommerce Badassery, LLC for any claim in any way connected with therewith or this Agreement, whether in contract, tort or otherwise (including any negligent act or omission), shall be limited to the amount paid by you to eCommerce Badassery, LLC under this Agreement to participate in the Lounge Membership.
7. Governing law and jurisdiction
7.1. This Agreement shall be governed by the State of California laws, and the parties shall submit to the exclusive jurisdiction of the California State courts.
7.2 All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award resulting from any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.
8. COVID-19 procedures and precautions
8.1. Parties to this Agreement shall not be held responsible for liabilities or obligations to this agreement due to unforeseeable circumstances, incidents, or interventions due to acts of God, civil unrest.
8.2. If, for any reason, COVID-19 forces a change in circumstances, the Lounge Membership will be rescheduled within a 365 day period. You are agreeing to indemnify and hold harmless eCommerce Badassery, LLC and Diedrich Marketing Strategies and their affiliates against any and all claims, suits, or actions of any kind whatsoever for liability, damages, compensation or otherwise brought by me or anyone on my behalf, including attorney’s fees and any related cost, if litigation arises pursuant to any claims made by me or by anyone else acting on my behalf.
9. Confidential Information
As used herein “Confidential Information” means any and all information disclosed by a party (the “disclosing party”) to the other party (the “receiving party”) or otherwise received by the receiving party including, without limitation, any and all algorithms, processes, software (including source, object and executable codes), know-how, inventions, documents, data, research, developments, pictures, drawings, marketing information, advertising information, financial information, sales information, technical information, product information, computer files, and any other information, whether in oral, written, graphic, electronic, optical, or digital form, or any other form. Failure to include a confidentiality notice on any Confidential Information shall not give rise to an inference that the information disclosed is not confidential. All information of any subsidiary of the disclosing party shall be treated as the disclosing party’s Confidential Information for the purposes of this Agreement.
WHEREAS, in the true spirit of the Membership, this non-disclosure agreement (also known as a confidentiality agreement) is a written agreement among the membership group members that all conversations, ideas, and document shared among members will remain strictly private and will not be shared with anyone else, including spouses, co-workers, etc.
WHEREAS, the parties plan to discuss areas of possible common business interests. In the course of these discussions, it may become necessary for each of the parties to disclose Confidential Information to the other. The purpose of this Agreement is to protect the confidential nature of such information.
WHEREAS, DISCLOSING PARTY desires to disclose the details of said Confidential Information to RECIPIENT only with the understanding that the disclosure be kept confidential; and WHEREAS, DISCLOSING PARTY desires to prevent use of said Confidential Information and any of its features by anyone without the prior express written authorization of DISCLOSING PARTY; NOW, THEREFORE, in consideration of the premises and the agreements made herein by said DISCLOSING PARTY and said RECIPIENT, they agree as follows:
9.1. DISCLOSING PARTY agrees to disclose the details of said Confidential Information to the RECIPIENT.
9.2. RECIPIENT agrees not to make, use or sell the Confidential Information or any portion thereof or any device equivalent thereto without first obtaining express written authorization from said DISCLOSING PARTY to do so.
9.3. RECIPIENT agrees to keep confidential and not to disclose said Confidential Information or any details thereof or equivalent thereto to any third party without first obtaining express written authorization from said DISCLOSING PARTY to do so.
9.4. RECIPIENT agrees that Failure to include a confidentiality notice on any Confidential Information shall not give rise to an inference that the information disclosed is not confidential.
9.5 RECIPIENT agrees not to encourage any third party to make, use or sell the Confidential Information or any portion thereof or any device equivalent thereto without first obtaining express written authorization from DISCLOSING PARTY to do so.
9.6. The granting of such written authorization shall be wholly within the discretion of said DISCLOSING PARTY.
9.7. RECIPIENT agrees not to copy or permit copying or photographing of any documents or samples submitted by said DISCLOSING PARTY and relating to said Confidential Information until the Confidential Information no longer qualifies as trade secret or until DISCLOSING PARTY sends RECEIVING PARTY written notice releasing RECEIVING PARTY from this Agreement, whichever occurs first.
9.8. RECIPIENT agrees to return any documents and samples submitted by DISCLOSING PARTY and relating to said Confidential Information, to the DISCLOSING PARTY immediately upon request by DISCLOSING PARTY.
9.9. All rights that the disclosing party may have in Proprietary Information, such as rights of patent, copyright, trade secret or similar intellectual property rights, shall be retained exclusively by the disclosing party. Nothing in this Agreement shall be construed as granting any license, waiver or right to recipient with respect to any Proprietary Information disclosed under this Agreement.
By joining The Lounge by eCommerce Badassery Membership program you are agreeing to these terms and conditions set forth when the Lounge Membership was purchased.
