MEMBERSHIP AGREEMENT
THIS MEMBERSHIP AGREEMENT (the “Agreement”) describes the terms and conditions for participation in The Farm-to-Table Lady’s Chicken House and/or The Farm-to-Table Lady’s Root Cellar, between Ideas Expanded LLC dba The Farm-to-Table Lady at https://www.thefarmtotablelady.com including any sub domains (herein the “Company”, “we”, “us”, “our”, or “Licensor”) including our legal successors and assigns, and you, the Member (herein the “Member”, “you”, “your”, “Subscriber”, or Licensee”).
Throughout the course of this agreement, the Company and the Member may each be referred to as a (“Party” or collectively as the “Parties”).
WHEREAS, the Company provides and allows access to the content and services reserved for its Members, more fully described here The Chicken House Membership Program, or The Root Cellar Membership Program (the “Membership Program”).
WHEREAS, the Member gains access to the Company’s Membership Program and agrees to be bound by the terms and conditions listed herein including the Company’s website Terms and Conditions and Privacy Policy, all those terms are incorporated herein by reference.
NOW THEREFORE, in consideration of the promises and covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
MEMBERSHIP:
By purchasing and enrolling in our paid Membership Program(s), you become a “Member” and agree that your use of our content and materials provided is considered an ongoing “Membership” until terminated by either party. You are bound by the terms of this Agreement including any amendments thereto. You agree that you are a “Member” as defined herein and have gained access to the use of our content and materials exclusively available in our Membership Program.
You agree and acknowledge we are the sole owner of the following names and brands, and as applicable, the following domain names: Ideas Expanded LLC dba The Farm-to-Table Lady, [email protected], The Farm-to-Table Lady’s Chicken House, (The Chicken House), The Farm-to-Table Lady’s Root Cellar (The Root Cellar), Ideas Expanded LLC dba Purple Night Publishing and MARILYN BATZEL ISON (“MARILYN ISON”), and any variations thence, including but not limited to any and all designs, logos, marks, trade dress, trademarks (including in any formal trademark application now or in the future) and/or branding that may be associated with these names (collectively referred to in this agreement as “Brands”).
All content and materials provided as part of your Membership shall be the sole property of the Company. You are only granted a limited use license as defined in this agreement.
As a Member, you agree the Company’s Brands and Materials contained herein belong solely to the Company and that these Brands and Materials hereby are, and shall be, considered “corporate documents”, as described by the World Intellectual Property Organization (“WIPO”) and in the Digital Millennium Copyright Act of 1998 of the United States, as amended.
MEMBERSHIP FEE:
A non-refundable fee in the amount of $35.00 is required to gain access to our Membership Program(s). Thereafter, each month, Member will be charged a recurring fee in the amount of $35.00 until terminated by either party under the terms of this Agreement (the “Membership Fee”). Special annual rates are available by paying $385.00, which gives you a 12-month subscription for the price of 11-months.
Member has the option to hire the Company on an hourly basis at the rate of $150.00 per hour to perform any special work outside the scope of this Membership Program, based on Company’s sole discretion.
From time to time we may increase the monthly price of our Membership. We will give you a 30-day (one-month) advance notice of such increase, so you can decide whether to keep your Membership or not. Members who pay annually, will not be increased until their next renewal period. Members who pay annually will receive a 30-day (one month) notice of the membership increase prior to their annual renewal payment. This allows all Members the time to decide whether to keep your Membership or not. Should you continue to stay as a Member after the price increase then you will be charged the new price accordingly.
REFUNDS OF MEMBERSHIP DUES or SUBSCRIPTIONS:
All sales are final. No refunds will be issued for your initial or recurring Membership fee. We truly believe in giving more than receiving and each of our products and services is designed by keeping this core principle in mind. The prices are intentionally kept reasonably low in price as compared to market value to give you the tools and information you need at an affordable price. Please see “CANCELLATION OF MEMBERSHIP DUES or SUBSCRIPTIONS”, below.
CANCELLATION OF MEMBERSHIP DUES or SUBSCRIPTIONS:
Membership dues and/or subscriptions must be canceled 30-days in advance of automatic payment for monthly membership dues or subscriptions fees to be stopped. Refunds for any automatic bank or credit card payments will only be issued if a membership or subscription fee is inadvertently withdrawn or charged after the Member or Subscriber had notified The Farm-to-Table Lady in writing at [email protected], using the word “Cancellation” in the subject line of the email.
LATE PAYMENT FEE:
If your Membership Fee is not paid when due then you will be subject to a late fee in the amount of $25.00, and if payment fails to go through after two attempts then your Membership will be immediately revoked, and you will lose access to all the content in our Membership Program.
You are not permitted to use any of the content and materials in our Membership Program until full payment is tendered by you as per the terms of this Agreement.
In the event that a PayPal or any other legal dispute is filed against that Company, or a payment is overdue, Company reserves the right to revoke all Member’s rights to use and access the Membership Program and all such content shall remain Company’s intellectual property until the dispute is resolved.
Company reserves the right to use any and all means of collection available under applicable law to collect any amount past due. Company may refer collection of the unpaid amount to an attorney or collections agency. If Member’s unpaid invoices are referred to an attorney or collections agency, then Member shall pay all reasonable attorney’s fees or collections agency fees.
RELATIONSHIP OF THE PARTIES:
Nothing contained herein shall be construed to constitute the parties hereto as partners or joint
venturers, or either as an agent of the other. It is being understood by both parties that this is an Agreement to use Company’s content and materials by the Member as part of its Membership Program. The Member shall not be considered as having an employee status and shall not be entitled to participate in any employee plans, arrangements, or distributions by the Company. The Member shall not provide any services under the Company’s name or act as an agent of the Company and shall not hold himself/herself out as an employee of the Company. Under no circumstances shall the Member (a) enter into any agreements on behalf of the Company, (b) incur any obligations on behalf of the Company, (c) act for or to bind the Company in any way, and (d) sign the name of the Company, (e) use any logo or design of the Company.
All of the Member’s activities under the Agreement will be at its own risk, and it shall have sole responsibility for arrangements to guard against physical, financial, business, and other risks, as appropriate.
CONFIDENTIAL INFORMATION:
Both parties agree to keep all confidential information obtained about each other strictly confidential. Confidential information is any non-public information that relates to actual business, finances or research and development of each party, technical data, trade secrets, know-how, including but not limited to, research, product plans or any other information about each other’s products and services. Confidential information does not include information that’s (a) publicly known and made generally available through no wrongful act of each other, or (b) has been rightfully obtained by us from a third party who is authorized to make such disclosure, or (c) requires disclosure to comply with law. This legal clause will survive the termination of this Agreement.
OWNERSHIP OF INTELLECTUAL PROPERTY:
All content in your Membership including but not limited to text, posts, logos, marks, graphics, including but not limited to digital images, photographs and/or text-copy provided by the Member to the Company, files, materials, course materials, newsletters, emails, commercial products, social media, any and all services, products, videos, or other likeness of Member provided by the Member as part of Member’s testimonials and/or participation in any productions of the Company’s content and/or materials, any recordings of Member’s voice, audio, applications, computer code, designs, downloads, and all other information here (collectively, the “Content”) is owned by us and is protected by copyright, trademark and other intellectual property and unfair competition laws with the exception of any content from others that we are lawfully permitted to use. You are granted a limited revocable license to print or download Content from the Membership Program for your own personal, non-commercial, non-transferrable, informational and educational use only while ensuring it’s not in violation of any copyright, trademark, and intellectual property or proprietary rights.
You agree not to copy, duplicate, steal, modify, publish, display, distribute, reproduce, store, transmit, post, create derivative works, reverse engineer, sell, rent or license any part of the Content in any way to anyone, without our prior written consent. You agree to abide by the copyright, trademark laws and intellectual property rights and shall be solely responsible for any violations of these terms and conditions contained herein.
GRANT OF LICENSE:
As a paid Member, you are given the non-exclusive revocable license to use our Content available in your Membership exclusively for your personal individual use and for no other purpose. This Content is available for your own personal and individual education and development. This is simply a grant of license, not a transfer of title. You agree NOT to share your login credentials, if any, for our Membership with any other person or party.
You agree not to infringe upon our rights or attack the validity of this license given to you.
The content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to our Membership are protected under applicable copyrights, trademarks and proprietary (including but not limited to intellectual property) rights, and the copying, redistribution, selling by you of any of our products or any content on our website or in Membership Program is strictly prohibited.
You grant us and/or our officers, employees, virtual assistants, successors, shareholders, joint venture partners or anyone else working with us a royalty-free, perpetual irrevocable, worldwide, non-exclusive right and license to identify you, publish, post, reformat, copy, distribute, display, edit, reproduce any Content provided by you on our website, Membership and on any of our social media sites for any purpose. you shall be solely liable for any damages resulting from any infringement of copyrights, trademark, or other proprietary rights of any Content or information that you provide to us.
PROHIBITED CONTENT:
For any Content or information that you upload, display, post, transmit, send email or submit to us via the Membership or through our social media sites, you warrant that you are the owner of that Content or have express permission from the owner of those intellectual property rights to use and distribute that Content to us.
You agree not to upload, display, post, transmit, distribute, send, email or submit to us in the Membership, our website or on our social media sites any information or Content that is:
(a) Illegal, violates or infringes upon the rights of others, including but not limited to harassment of other Member.
(b) Defamatory, abusive, profane, hateful, vulgar, obscene, libelous, pornographic, threatening, disparaging, or discriminating toward any person or group.
(c) Encourages or advocates conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any law.
(d) Upload and/or distribute any material including but not limited to computer viruses, malware, spyware, any kind of malicious and/or disseminating computer software, that may cause property damage to the Company or others, or any other harmful information that is actionable by law.
(e) Any attempts to gain unauthorized access to any portion or feature of the website.
(f) Perpetuates fraud.
(g) Send unsolicited or unauthorized material or cause disruption in the operation of the Membership. You agree to use the Membership for lawful purposes only and shall be liable for damages resulting from the violation of any provision under this Agreement.
MEDIA RELEASE:
You grant the Company and its affiliates, agents, employees, virtual assistants, officers, successors, shareholders, joint venture partners or anyone else working with the Company a non-exclusive, worldwide, royalty-free, perpetual irrevocable right and license to reproduce, edit, reformat, publish, broadcast, distribute, sell live-stream, post your images, name, videos, recordings, statements, testimonials, (the “Work”) in all forms and media in relation with Company’s advertising, publicity, promotional and marketing activities including, but not limited to, those directed to the public and existing and prospective customers on this and other social media channels, websites, newsletters, emails, commercial products, education, course materials, video footage, sales marketing or any other business purpose. We may display your first name and your geographic location when using the Work.
You waive the right to inspect, approve or restrict the use of the Work as described herein and agree that such conveyance to us will be without compensation to you.
You are granting us a non-exclusive license to use the Work, which means you are free to continue using the Work for your own purposes without any restrictions. We will maintain your privacy and personal information in accordance with Company’s Privacy Policy.
You agree that your Work does not infringe the intellectual property rights privacy rights, publicity rights, or other legal rights of any third party, and does not contain any offensive, unlawful or obscene material.
TERMINATION:
Member may terminate this Agreement by giving the Company 30-days prior written notice of such termination.
Company may terminate this Agreement immediately at any time for any reason in its sole discretion including but not limited to Member’s failure to make timely payment or breach of this Agreement.
Upon such termination, all rights and duties of the Parties toward each other shall cease except:
(1) Member will pay, within 15 days after the effective date of termination, all amounts owing to Company prior to the termination date;
(2) Member shall immediately cease all use of the Content provided in the Membership;
(3) The Company may terminate Member’s Membership and/or Subscription at any time should Member breach any part of this Agreement;
(4) Relationship of Parties, Confidential Information and Ownership of Intellectual Property Sections will survive termination of this Agreement.
LIFETIME ACCESS:
Lifetime access to our Membership Program can be terminated without notice immediately should any of the following occur:
(a) Company dissolves due to bankruptcy or ceases to exist for any other reason.
(b) Company’s owner dies.
(c) Company decides to cancel the Membership Program for any reason.
(d) You breach the terms of this Agreement.
(e) For any reason the Company deems appropriate.
ASSUMPTION OF RISK:
You agree that by participating in our Membership Program, you assume all financial and business risks involving tangible and intangible harm. These risks may result not only from your own actions but also from the actions of others. You agree to assume such risks and continue participating in our Membership Program at your own will and volition without holding us liable for any damages.
ERRORS AND OMISSIONS:
We do not guarantee that the Content appearing in your Membership is free from errors or omissions or accurate at all times. This Content may include technical, typographical, or photographic errors. You agree and understand that the Content may not be current or complete and we reserve the right to update it at any time without notice. It is your responsibility to check the Membership for any updates.
AFFILIATE / THIRD-PARTY LINKS DISCLOSURE AND DISCLAIMER:
We may partner with other businesses or become part of different affiliate marketing programs whose products or services may be promoted or advertised in the Membership in exchange for commissions and/or financial rewards when you click and/or purchase those products or services through our affiliate link at no extra cost to you.
We may also recommend other products, services, coaches and consultants but no such reference is intended to be an endorsement or statement that such information provided is accurate. We recommend these based on (i) our personal belief in the high quality and value of the product or service, and (ii) our review of the product or service, or a prior relationship or positive experience with the sponsoring person or organization, but it is still your responsibility to conduct your own due diligence to ensure you have obtained complete accurate information about such product, services, coaches, and consultants.
These affiliate or third-party relationships in no way compromise the integrity of the content, information, services and materials being presented to you here, and you are under no obligation to click on these affiliate links to purchase those products or services being offered. These affiliate programs are selected based on personal experiences and preferences.
We do not guarantee that these third-party products or services will work for you. Please conduct your own due diligence and research. As part of your Membership, you may receive special perks such as free access to plugins or other products we are an affiliate for, but you are still responsible for renewing uninterrupted access to those third-party products or services by purchasing your own license as needed.
These third-party websites have their own terms and conditions, and you are responsible for ensuring your compliance with them. You agree to take full responsibility for your decisions and financial losses. You also agree that any recourse for dissatisfaction or issues related to those third-party products or services will be sough directly from them and not us.
LIMITATION OF LIABILITY:
You agree that under no circumstances, we and/or our officers, employees, virtual assistants, successors, shareholders, joint venture partners or anyone else working with us shall be liable for any direct, indirect, incidental, consequential, equitable, special, punitive, exemplary or any other damages resulting from your use of our website including but not limited to all the content, information, products, services and graphics presented in our Membership Program.
You expressly agree that your use of our Membership Program is at your sole risk and that you are solely responsible for the accuracy of the personal and any information you provide, outcome of your actions, personal and business results, and for all other use in connection with the Membership. No results are promised to you.
You also expressly agree that we and/or our officers, employees, virtual assistants, successors, shareholders, joint venture partners or anyone else working with us shall not be liable to you for any damages resulting from the following:
(1) Any errors or omissions in our Membership Program, delay or denial of any products or services, failure of performance of any kind, interruption in the operation and your use of your website, website attacks including computer virus, hacking of information, and any other system failures;
(2) Any loss of income, use data, revenue, profits, business or any goodwill related to your Membership;
(3) Any theft or unauthorized access by third party of your information from the Membership regardless of our negligence;
(4) Any use or misuse of the information, products and/or services offered in the Membership Program;
(5) Any discontinuance of our Membership Program for any reason.
This limitation of liability shall apply whether such liability arises from negligence, breach of contract, tort or any other legal theory of liability. You agree that we provide no express or implied guarantees to you for the content presented here, and you accept that no particular results are being promised to you here.
NO WARRANTIES:
ALL CONTENT, INFORMATION, PRODUCTS, AND/OR SERVICES ON OUR WEBSITE AND MEMBERSHIP PROGRAM ARE “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, EXPRESS OR IMPLIED TO THE FULL EXTENT PERMISSIBLE BY LAW. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONTENT, INFORMATION, MATERIALS, PRODUCTS AND/OR SERVICES PROVIDED IN THE MEMBERSHIP. COMPANY MAKES NO WARRANTIES THAT THE MEMBERSHIP WILL PERFORM OR OPERATE TO MEET YOUR REQUIREMENTS OR THAT THE INFORMATION PRESENTED WILL BE COMPLETE, CURRENT OR ERROR-FREE. COMPANY DISCLAIMS ALL WARRANTIES, IMPLIED AND EXPRESS FOR ANY PURPOSE TO THE FULL EXTENT PERMITTED BY LAW.
ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements between such parties, whether written, or oral, with respect to such subject matter.
MODIFICATIONS:
Company may modify the terms of your Membership at any time in its sole discretion without further notice. Such changes will take effect as stated and it’s your responsibility to keep yourself updated with those changes, which will be made available on our website or in your Membership.
SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon and inure to the benefit of the Parties. The rights and obligations of the Company hereunder will be binding upon and run in favor of the successors and assigns of the Company.
CAPTIONS:
Captions have been inserted solely for the convenience of reference and in no way define, limit or describe the scope or substance of any provisions of this Agreement.
SEVERABILITY:
If any provision of these terms is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these terms, and these terms shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
- Counterparts: Any agreement(s) including but not limited to this agreement that Company may enter into with you now and in the future may have several counterparts and/or separate actions between you and us, in which each shall constitute one agreement. Company accepts your complete assent, and the assent of any company, group and/or organization you represent, and understands and agrees that by accessing and using information on this website constitutes that this agreement shall be valid, binding, and effective for all purposes.
- Headings and interpretation: You agree and understand any section headings for this website are for your convenience and will not affect the conditions or provisions of these Terms of Use & Terms of Conditions & Terms of Agreement.
- Notices: Any and all claims, consents, demands, notices, and waivers and/or other communications contained herein (each constitute a notice) must be in writing and addressed to the Licensor and/or Member. Any such notice sent from Licensor to Member pursuant to this agreement will be sent to the email address you provided to us. Any and all notices you send to us pursuant to this agreement must be sent to our email address: [email protected]. You agree that a notice is only effective if (i) the receiving party has received the notice and (ii) the party sending the notice has complied with all requirements contained in this section. Both Parties agree to keep each other informed about their current email address. Member can reach the Company at [email protected].
GOVERNING LAW:
The Parties agree that this Agreement shall be construed under and governed by (both as to validity and performance) and enforced in accordance with the internal laws of the State/Province of Missouri, without giving effect to any choice or conflict of law provision or rule. The Parties irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the County of Greene, and State of Missouri, United States of America.
MEDIATION AND ARBITRATION:
Any dispute between the Parties under this Agreement shall be first submitted to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the State of Missouri and held in the County of Greene. The Parties agree to each pay their own costs and fees. Any such claims requiring arbitration include but are not limited to contract claims, tort claims, claims based on local, federal, and state laws, ordinances, statutes, or regulations. Intellectual Property claims by Company will not be subject to arbitration and may, as an exception to this component, be litigated. Both Parties of this component of this Agreement, waive any rights they may have to a jury trial regarding arbitral claims.
REPRESENTATIONS AND WARRANTIES:
Both Parties represent and warrant that each Party has full power, authority and right to execute, deliver and perform under the terms of this Agreement. No other consents are necessary to enter or perform this Agreement.
WAIVER:
Neither Party will be deemed to have waived any of its rights, other than as explained in Mediation And Arbitration (see Mediation And Arbitration), power or remedies hereunder except in writing signed by the Party. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
INDEMNIFICATION:
You agree to indemnify and hold the Company and/or its officers, employees, virtual assistants, successors, shareholders, joint venture partners or anyone else working with us harmless from all losses, claims, damages, demands, actions, suits, proceedings, or judgments, including costs, expenses and reasonable attorney’s fees. (“Liabilities”) assessed against or otherwise incurred by you arising, in whole or in part, from: (a) actions or omissions, whether done by you, your agents, directors, officers, employees or representatives; (b) all your actions and use of the website including purchasing products and services; (c) any terms and conditions of this website by you or anyone related to you; (d) violation of any terms and conditions of this website by you or anyone related to you; (e) infringement by you or any other user of your account of any intellectual property or rights of anyone. The Company will notify you promptly of any such at your expense. You shall fully cooperate and provide assistance to us if requested, without any cost, to defend any such claims.
FORCE MAJEURE:
We shall not be liable for damages, for any delay, or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, floods, riots, acts of terrorism, wars, insurrection, embargoes, Internet disruptions and/or failure including but not limited to interruptions by service providers, hacker attacks, telecommunication failures, or other communication failures, or any similar event or circumstance not caused, in whole or part, by such Party, and which is beyond the reasonable control of such Party.
ELECTRONIC SIGNATURES:
This Agreement is an electronic contract with full force and effect of a handwritten signature. By participating in our Membership Program, you fully accept our terms and conditions set forth in this Agreement.