Prosperity Council Terms and Services

TERMS & SERVICES AGREEMENT:

Legal Notice Affecting Your Rights and Responsibilities:

By completing and submitting the Prosperity Council (PC) New Member Application or upon annual Renewal, each applicant or member of the PC agrees to indemnify and hold harmless the PC from any loss, claim, or liability arising from their participation in events, meetings, or activities associated with membership in this organization.

Upon mutual acceptance of the Terms and Conditions herein, the PC enters into a Membership Agreement with you, as the Member.

Definitions

 Membership Agreement: The Agreement executed by the PC and the Member through which the Member becomes a member of the PC.

 Member: The individual, company, or organization that has joined the PC in order to participate in Select Private Events, Conferences, Meetings, Conference Calls, Growth Councils, Forums and other activities through execution of the Membership Agreement.

 PC Growth Council(s), Forum(s), and Committee Work Group(s): Working entities set up by the PC for the benefit of its members.

 Information: Member biographies, company logos, whitepapers, data, specifications, drawings or documentation, or other technical or business information in written, graphic or other tangible or electronic form furnished or disclosed to the PC or any other party in the course of Membership Meetings, Growth Councils, Forums, or Committee Work Group activities and/or as a result of the Member’s use of such Materials.

 Contribution(s): Information that is provided by the Member in the course of discussions leading to Material to be published or shared by the PC.

 Material(s): standards, specifications, white papers, guides, reports, case studies, literature, and other business, marketing, or technical documentation published by the PC.

Confidentiality and Intellectual Property

To enable open, IP safe, voluntary, neutral discussions and contributions towards Material to be reviewed, shared, or published by the PC, the Member agrees to the following obligations of confidentiality with respect to Information received through participation and to the resulting intellectual property of Contributions made:

 The PC has the right to use and publish member bios and photos, and the right to use member personal contact information for PC related business.

 To maintain all Information in confidence, using the same degree of care the Member uses to protect its own proprietary information of like importance, but in no event less than a reasonable degree of care. All personal or business information disclosed by a PC member to another member or members shall be kept strictly confidential. A breach of confidentiality in a Growth Council or Forum setting may be cause for immediate dismissal of the member.

 To disclose Information only to its employees and agents of the Member with a need to know and to require each such employee or agent to comply with the confidentiality terms set out in this Agreement.

 That the provisions set out in these Terms and Conditions shall not apply to Information which:

  •  Is or becomes a part of the public domain through no fault of the Member
  •  Is demonstrably known to the Member prior to disclosure within the Forums
  • Was independently developed by the Member outside of the Membership Agreement, and the Member can demonstrate such independent development with written records
  •  Was rightfully obtained by the Member from third parties with no obligation of confidentiality
  • That the obligations of confidentiality set out above shall remain in effect for the duration of the Membership Agreement and five (5) years subsequent to termination thereof.
  •  That the Information received by the Member is be deemed the property of the PC, and shall be returned to the PC or destroyed by the Member upon request of the PC.
  •  That the Information contributed by the Member and the resulting published Material is deemed the intellectual property of the PC.

Representation and Warranty

ALL MATERIALS AND INFORMATION PROVIDED BY THE PC ARE PROVIDED “AS IS”, AND THE PC MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE PC BE LIABLE FOR ANY LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE FOR ANY LOSSES OR DAMAGE ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT SHALL THE PC BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, CONTRACTS, PRODUCTION OR USE.

The Member acknowledges that because of the special nature of the PC it is reasonable for the PC to exclude liability as above and for the Member to take measures, including insurance where appropriate, to mitigate or prevent any potential losses that may arise (provided that such measures are not in breach of these Terms and Conditions).

If any third party makes or threatens to make any claim (or if, in the opinion of the PC such a claim is likely) that the use by the Member of any Materials or other Information provided by the PC infringes any intellectual property right of such third party, the PC may, at its option, either secure the Member’s right to continue using the Materials, make the Materials non-infringing or withdraw the Materials immediately whereupon the Member shall not be authorized to make any further use of the materials. This sub-clause states the entire responsibility of the PC concerning infringement of third-party intellectual property rights.

Membership Dues

Annual membership dues to the PC are $1,000 for an Ambassador Level membership, and $2,500 for a Founder Level Membership – paid each year on the member’s anniversary.

Membership includes invitations to all PC events & cosponsored events held throughout the year. Hotel, airfare, and other travel expenses are not covered by PC membership dues or paid for by the PC.

Renewal

The Membership Agreement shall automatically renew upon each anniversary date (the “Renewal Date”), at the then applicable fee for Member’s membership published here, unless terminated in accordance with “Termination” below.

Member-to-Member Business Activities

If an PC member decides to engage or invest in business activities with another member or individual introduced through the PC, each member is responsible for performing his or her own due diligence on any business opportunity that may arise from those connections.

Termination

The Membership Agreement may be terminated:

 By either party giving to the other party written notice of its intent to terminate at least thirty (30) days prior to any Renewal Date.

 By the PC on written notice to the Member if the Member has committed any material breach of the Membership Agreement and in the case of a breach capable of being remedied, has failed to remedy the breach, within 30 days after the receipt of a written request from the PC notifying the Member of such breach.

 By the PC on written notice to the Member if the Member fails to pay any sum(s) due to the PC under the Membership Agreement and such sum(s) remain unpaid for thirty (30) days after written notice from the PC that such sum(s) have not been paid.

 For the avoidance of doubt, termination of the Membership Agreement for any reason shall be in addition to, and not to the exclusion of, any other remedies available to the PC at law, equity, and pursuant to this Membership Agreement, and shall not entitle the Member to any refund of the annual fee paid, and any undue invoice shall be due and payable.

 Prosperity Council Reserves to Right to cancel any membership within (30) days of signing up and will refund membership dues in full with the exception of $250 as reimbursement for running a background check and administration fee.

Modification

These Terms and Conditions may be modified by the inclusion by the PC of additional requirements or terms on ninety (90) days written notice to the Member. In the event that the Member does not agree to such additional requirements, the Member may resign from the PC prior to the additional requirements or terms taking effect, and upon thirty (30) days written notice. The Member shall not be entitled to a refund of membership fees pursuant to such resignation.

Entire Agreement

This Membership Agreement represents and contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Membership Agreement, and supersedes any and all prior oral and written agreements and understandings. No representation, warranty, condition, understanding or agreement of any kind with respect to the subject matter shall be relied upon by Member except those contained herein.

Governing Law

The validity, interpretation, and performance of this Membership Agreement shall be controlled by and construed under the laws of the State of Utah, United States of America, as if performed wholly within that state and without giving effect to its conflict of laws principles. The PC and the Member further agree that any action, claim or proceeding under this Agreement shall be commenced exclusively in the courts of the State of Utah in Salt Lake County, or the federal courts of the United States of America located in such State and county. The PC and the Member expressly waive any objection they may have to the exclusive jurisdiction and venue of such courts.

If any provision of the Membership Agreement is for any reason declared illegal in any country, all other provisions shall remain in full force and effect to the fullest extent permitted by such law.