Membership Terms and Conditions

TERMS OF PARTICIPATION

By purchasing this product, the following Terms and Conditions are entered into by IMBY, LLC. (“Company”, “we”, or “us”) and You (“Client” or “You”) agree to the following terms stated herein.

MEMBERSHIP/SERVICE

IMBY, LLC. (herein referred to as “IMBY” or “Company”) agrees to provide Membership, “IMBY Membership” (herein referred to as “Membership”). As a condition of participating in the Membership, you agree to be bound by and to abide by all policies and procedures set out in this Agreement, including those incorporated by reference.

As part of the Membership, the Company shall provide the following to Client:

IMBY Content hub: The Company shall maintain a Membership Area that will include video, audio, and written information, event replays, and other content as decided by the IMBY team. You shall have access to this Membership Area for as long as the Membership Area exists, unless you or we terminate your subscription. In the event that Company intends to close the Membership Area, it shall provide clients with a 30-day notice and the ability to download the resources contained in the Membership Area.

A Membership Forum: The Company shall create and maintain a private community forum for paid participants of the Membership.

IMBY may add or remove elements of the membership, all will notify the members as to when that happens. You shall be entitled to any bonuses offered to you at the time of your enrollment. Services listed above are not guaranteed to be available for the entire lifespan of the Membership.

All members must abide by the IMBY Code of Conduct when participating in any of the offerings in the Membership.

DISCLAIMERS

The Company hereby expressly disclaims any and all responsibility for the actions, interactions, conduct, communications or other relationships of any Members through the Membership Services or otherwise. The Company makes no warranties, representations, guarantees, or other promises or covenants with regard to any Member or their conduct.

Member hereby acknowledges and agrees that The Company is not responsible or liable in any way for Member's interactions with others and that Member's actions and interactions are Member's sole and exclusive responsibility.

FEES

In consideration of Your access to the Membership, You agree to pay the annual or monthly fees listed on the checkout page for the Membership you choose.

Recurring monthly payments are due and will be charged to your card or account on file on the same calendar day every month (i.e., if you signed up on April 25th, you will always be charged on the 25th of the month). If you choose monthly payments, you agree to continue making a monthly payment until you request a cancellation according to the Cancellation Policy set forth below, or until we terminate your subscription. In the event that any payment is not made by the due date, the Company shall immediately suspend Your access to the Membership. By submitting payment information upon enrolling, Member is agreeing that The Company can charge their card or bank account monthly until terminated.

RELEASE

Member hereby releases The Company, as well as any of The Company’s affiliates, licensors, suppliers, subsidiaries, parents or other legal representatives, from any claims, demands, damages or other legal action which may arise from Member's dispute with any other Member.

TERMINATION

This Membership Agreement shall continue until the member cancels their membership. They may do so at any time prior to paying for the following month. Months that have already been paid for are not refundable, nor will they be prorated if the member cancels mid-cycle, in which case the member will have access until the end of their billing cycle.

This Agreement may also be immediately terminated in the event that there is a breach of the terms of this Agreement by either Party. This Agreement will also immediately terminate upon the death of the Member, the inability of the Member to pay the Fees required, the liquidation, dissolution or discontinuance of The Company by The Company in any manner, or the filing of any petition by or against The Company under federal or state bankruptcy or insolvency laws.

USE

Member agrees not to use the Membership Services for any unlawful purpose or any purpose prohibited under this clause. Member agrees not to undertake any action which may damage The Company in any way.

Member further agrees not to use The Company or Membership Services:

  1. To harass, abuse, or threaten others or otherwise violate any person's legal rights;

  2. To violate any intellectual property rights of The Company or any third party;

  3. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

  4. To perpetrate any fraud;

  5. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

  6. To publish or distribute any obscene or defamatory material;

  7. To publish or distribute any material that incites violence, hate, or discrimination towards any group;

  8. To unlawfully gather information about others.

LIMITED LICENSE

Member acknowledges and agrees that The Company's name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by The Company or its affiliates, licensors, or suppliers.

Member acknowledges and agrees that the source and object code of certain Membership Services and the format, directories, queries, algorithms, structure, and The Company of the same are the intellectual property, proprietary, and confidential information of The Company and its affiliates, licensors, and suppliers.

Member expressly agrees not to do anything inconsistent with The Company's ownership of all of the intellectual property discussed herein. Member further agrees that there are no rights, title, or interest in or to any Membership Services, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of The Company or any third party.

For any Membership Services which enable Member to use any software, content, equipment or other physical or non-physical materials owned or licensed by The Company, The Company grants Member a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, equipment or other materials FOR PERSONAL, NON-COMMERCIAL USE ONLY.

RESTRICTIONS

Member is prohibited from selling, reselling, or making commercial use of the Membership Services, unless Member has specifically an executed agreement with The Company that expressly allows for such activity.

THIRD-PARTY SERVICES

Certain Memberships Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials ("Third-Party Services"). The Company does not control any Third-Party Services. The Company makes no claim or representation regarding the third-party services and accepts no responsibility for the quality, content, nature, or reliability of Third-Party Services. There is no implied affiliation, endorsement, or adoption by The Company of these Third-Party Services and The Company shall not be responsible for any content provided on or through these Third-Party Services.

MEMBER CONSENTS

Member agrees and verifies that all of the information they have given The Company and its representatives is accurate, up to date, and without the omission of any requested information. Member agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold the Company harmless against all liability for any damages that may occur to Member or others because of Member's actions or inactions. Member agrees to notify The Company Membership Group of any changes or upcoming changes concerning their personal information.

ASSUMPTION OF RISK

Member agrees and understands that their participation in the Membership Services may involve risks. These risks may lead to tangible or intangible harm, and Member agrees that they these risks may result not only from their own actions but also from the actions of others. With the knowledge and understanding of these risks, Member chooses, of their own will and volition, to continue participating in the Membership Services.

INDEMNIFICATION

Member agrees to defend and indemnify The Company and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Member's use or misuse of the activities, Member's breach of this Agreement, or Member's conduct or actions. Member agrees that The Company shall be able to select its own legal counsel and may participate in its own defense, if so desired.

REPRESENTATION

Member agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Member and the Company with respect to any and all use of the Membership Services. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties' relationship.

COUNTERPARTS

This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.

SURVIVAL

Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.

SEVERABILITY

If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

DISPUTE RESOLUTION

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Colorado. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the The Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of Colorado without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county: Denver.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.

HEADINGS

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.