Membership Summary

MEMBERSHIP SUMMARY

This Membership Summary (the "Summary") sets forth the principal terms agreed between the parties identified below for participation in the membership program and memorializes the operative commercial terms, subject to the Agreement executed by the parties.

Parties

Whereas

WHEREAS, Member desires to obtain the membership benefits and services described below from Provider, and Provider is willing to provide such benefits and services under the terms set forth herein;

WHEREAS, the parties intend for this Summary, together with any referenced membership agreement, to constitute the binding statement of the principal commercial terms governing Member's enrollment in the membership program;

WHEREAS, the parties will execute a membership agreement or incorporate these terms into an existing agreement as applicable to memorialize detailed obligations and procedures.

Membership Details

Membership ID:    Level:

Effective Date:    Renewal Date:

Scope of Work / Services

Provider will furnish the membership services and access to benefits set forth below during the Term. The scope includes, without limitation, the delivery and administration of benefits, member support, and any periodic reporting specified in this Summary or the membership agreement.

Payment Terms

Member shall pay Provider the fees set forth in this Summary in consideration for membership services. Fees are non-refundable except as expressly set forth in the membership agreement.

Amount:    Schedule:

Method of Payment:

Late Payment: Late payments shall incur interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, plus a late fee of . Provider may suspend membership benefits for unpaid amounts following written notice and the expiration of the cure period described below.

Term and Termination

Term: This Summary is effective as of the Effective Date and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this membership upon no less than days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within 30 days after receipt of written notice, or immediately if the breach is incapable of cure. Termination shall not relieve the Member of obligations to pay fees accrued through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with the membership and shall not disclose such information to any third party except as necessary to perform its obligations under this Summary or as required by law. Confidential information does not include information that (i) is or becomes generally known to the public through no breach of this provision, (ii) is rightfully received from a third party without restriction, or (iii) was independently developed without use of the Disclosing Party's confidential information.

The obligations of confidentiality shall survive termination of this Summary for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Summary and to perform its obligations hereunder, and that the execution and delivery of this Summary has been duly authorized by all necessary corporate or other organizational action.

Governing Law

This Summary shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Summary.

Entire Agreement

This Summary, together with any executed membership agreement referenced herein and any exhibits or schedules expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, and communications, whether written or oral. No amendment to this Summary will be effective unless made in writing and signed by both parties.

Acceptance

The undersigned authorized representatives of the parties acknowledge and agree that they have read, understood, and accepted the terms of this Membership Summary. Execution of this Summary by either party, or commencement of services by Provider, constitutes acceptance of the terms herein.

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