Membership Agreement Terms

Membership Agreement Terms

This Membership Agreement Terms (the Agreement) is entered into by and between:

Member Name:

Recitals

WHEREAS, Member desires to obtain membership privileges and access to services and facilities offered by the Provider under the terms set forth in this Agreement; and

WHEREAS, Provider operates and administers the membership program and is willing to grant Member access subject to payment, compliance with program rules, and the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the membership relationship in writing.

Scope of Services

Provider will grant Member the membership privileges described below and will provide administrative support, access to specified facilities, and other services as set out in this section and any addenda executed by the parties.

Payment Terms

Member shall pay Provider the membership fee and any additional charges in accordance with the schedule below. All sums are payable in United States dollars unless otherwise agreed in writing.

Monthly Quarterly Annually One-time

All payments not received within thirty (30) days of the invoice due date shall accrue the late fee set forth above and may result in suspension of membership privileges until all outstanding amounts and fees are paid in full. Member shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement commences on the Effective Date and continues for the Term specified below unless earlier terminated in accordance with this section.

Effective Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above following written notice. Provider may suspend membership privileges immediately upon non‑payment by Member or for Member's breach of program rules that threaten safety or property.

Confidentiality

Each party acknowledges that during the course of performance it may receive or have access to confidential information of the other party. "Confidential Information" means non-public business, financial, technical and member data disclosed by a party, whether in writing, orally or electronically. Each party shall: (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without restriction, or is rightfully received from a third party without obligation of confidentiality.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that any dispute arising out of or related to this Agreement shall first be subject to good-faith negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in accordance with the arbitration rules mutually agreed by the parties.

Representations; Insurance; Compliance

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Member shall comply with all rules and regulations applicable to membership and shall maintain any insurance required for its activities. Provider makes no warranties beyond those expressly set forth in this Agreement.

Assignment and Transfer

Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a merger, acquisition or sale of substantially all of its assets, provided that such assignee assumes Provider's obligations under this Agreement.

Entire Agreement; Amendment; Severability

This Agreement, including any schedules or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment must be in writing and executed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid.

Additional Provisions

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