Membership Agreement Offer

MEMBERSHIP AGREEMENT OFFER

RECITALS

WHEREAS, Provider Name: (the "Provider") operates and offers membership benefits and services to qualified members; and

WHEREAS, Member Name: (the "Member") desires to accept the terms of this Membership Agreement Offer dated and to receive the membership benefits described below.

NOW, THEREFORE, in consideration of mutual covenants set forth herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

SCOPE OF MEMBERSHIP

PAYMENT TERMS

Membership Fee (non-refundable unless otherwise stated):

One-time payment Monthly Annual

Payments are due within days of invoice. Unpaid balances accrue a late charge of per billing cycle and interest at the maximum lawful rate if applicable. Provider may suspend membership privileges for nonpayment after written notice.

Member agrees to pay all collection costs, including reasonable attorneys' fees, incurred by Provider in enforcing payment obligations under this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause by providing written notice no fewer than days prior to termination. Provider may terminate immediately for cause, including material breach, failure to pay, fraud, or conduct harmful to Provider or other members. Termination for cause does not relieve the breaching party of obligation to pay accrued fees.

Upon termination, fees paid for future periods will be handled in accordance with Provider's refund policy as stated in this Agreement. If the Agreement provides for proration, such proration will be calculated from the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, financial or membership data disclosed in writing or orally and identified as confidential. The receiving party shall (i) hold such Confidential Information in strict confidence, (ii) use it solely for purposes of performing obligations under this Agreement, and (iii) not disclose it to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations not less protective than those herein. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in limiting the disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any dispute shall lie exclusively in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any attachments or addenda executed by the parties, constitutes the entire agreement between Provider and Member with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or waiver must be in writing signed by both parties.

ADDITIONAL MEMBER INFORMATION

OFFER TERMS

This membership offer expires on: unless accepted in writing by the Member prior to that date. Acceptance must be in writing and delivered to Provider at the contact information set forth above.

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms and conditions of this Membership Agreement Offer.

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