LIMITED LICENSE AND MEMBERSHIP AGREEMENT
LIMITED LICENSE AND MEMBERSHIP AGREEMENT
I agree to subscribe to membership in one or more programs offered by Change Media Co. LLC (“the Company”). I understand that, as part of my membership, I agree to the following:
I am making a(n) one-month/semi-annual/annual commitment from today’s date (“Commitment Period”) to the Change Media Co. LLC (“Company”). I am obligated to pay a monthly, semi-annual, or yearly Membership Fee to the Companyy during this Commitment Period. I agree to keep a valid credit card on file with the Company to honor my obligations. I understand that my credit card will be charged monthly, on or about the same date each month, based on the subscription program in which I am then enrolled. I also understand the card may be charged for any additional program(s) in which I enroll and for any additional products or services I choose to purchase.
Member Obligations: The Company reserves the right to monitor my use of the Licensed Materials so as to verify I am performing my obligations in accordance to the terms and conditions herein. The Company has the right to terminate this Agreement immediately if the Company, at its sole discretion, determines that my use of the Licensed Materials is unsuitable or if my use of the Licensed Materials:
6. Are/Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, etc.
GENERAL DISCLAIMER OF WARRANTIES: I UNDERSTAND AND AGREE THAT THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE LICENSED MATERIALS OR ANY RESULTS TO BE ACHIEVED THROUGH USE OF THEM. I UNDERSTAND AND AGREE THAT THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND THAT THE LICENSED MATERIALS WILL MEET MY REQUIREMENTS.
LIMITATION OF LIABILITY: I UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE COMPANY’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR INDEMNIFICATION WHATSOEVER EXCEED THE MEMBERSHIP FEES PAID BY ME TO THE COMPANY. FURTHERMORE, I UNDERSTAND AND AGREE THAT THE COMPANY SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Dispute Resolution: If disagreements cannot be resolved between me and the Company, we shall submit such disagreement to mediation before a mediator agreed upon between the parties. The parties agree that they will participate meaningfully in the mediation. The parties further agree that during this dispute resolution process, they shall each keep the dispute confidential. Any mediation between the parties to this Agreement shall be held in Las Vegas, Nevada.
If the parties cannot resolve their differences in mediation, they will submit the dispute to binding arbitration. The rules of the arbitration shall be agreed upon by the parties prior to the arbitration and based upon the nature of the disagreement. To the extent that the parties cannot agree on the rules of the arbitration, then the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect on the time the arbitration is commenced and except as the applicable rules are modified by this Agreement, shall apply. The proceedings shall be held in Las Vegas, Nevada. Any mediation and/or arbitration proceeding hereunder shall be conducted on a confidential basis. Judgment of the arbitrator shall be final and may be entered in any court of competent jurisdiction.
Any claim which is beyond the scope of the arbitration provision, may be submitted by any affected party to a court of competent jurisdiction located in Las Vegas, Nevada and each party hereby agrees, and irrevocably consents to exclusive and sole jurisdiction and venue in such courts for all such disputes and litigation arising under or relating to this Agreement.
Waiver of Jury Trial. I IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT I MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. I CERTIFY AND ACKNOWLEDGE THAT I HAVE CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND I MAKE THIS WAIVER KNOWINGLY AND VOLUNTARILY.
Mutual Non-Disparagement: I agree that neither the Company nor I will make or induce others to make any negative, critical, or adverse remarks, whether written or oral, concerning one another, or any of the Company’s affiliated entities, officers, directors, employees, publications, products, or services, except if testifying truthfully under oath pursuant to a lawful court order or subpoena.
Governing Law: This Agreement shall be governed by, enforced, and construed in accordance with the laws of the State of Nevada without regard to or application of conflict of law rules or principles. The parties agree that the terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply to this Agreement.
Costs and Attorneys’ Fees: In the event of any dispute or arbitration hereunder, the prevailing party shall be entitled to recover its costs and disbursements incurred, together with reasonable attorneys’ fees to be fixed by the arbitrator or court at arbitration, trial or on appeal.
Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.
Express Reservation. The Company reserves the right to change any conditions of this contract at any time. Change notices will be sent to me by email at the email address listed below. I am responsible for complying with any changes to the Agreement within ten (10) calendar days from the date of change. If I do not terminate the Agreement within those ten (10) calendar days I will be deemed to have accepted of the changes to this Agreement.