The following terms and conditions, (these “Terms”) are entered into by and between you and City Mom Collective LLC d/b/a CityMomCollective.com, a Minnesota limited liability company having a principal place of business at 18705 28th Avenue N, Plymouth, MN 55447 (“CMC”). These Terms govern your (“you” or “your”) access to and use of our member website, www.resources.momcollective.com (the “Site”), membership with CMC (“Membership”), along with any other services offered by us, whether through the Site or otherwise (collectively and together with the Site, the “Services”). Throughout these Terms, you may be referred to as a CMC Member.
In consideration of the monetary compensation and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CMC and Client hereby agree as follows.
Section 1
CONFIDENTIAL INFORMATION AND RIGHTS
1.1 Confidential Information.
Client and CMC recognize and acknowledge that in performing services under this Agreement, Client will have access to CMC’s confidential information and concerning its trade secrets, CMC Intellectual Property, business methods, business affairs, sales information, product plans, identities of licensors, suppliers, clients, agents, customers, distributors, joint venturers and other data. All such information is hereinafter collectively referred to as “Confidential Information.”
b. Client agrees that it will keep in strictest confidence, both during the term of this Agreement and subsequent to termination of this Agreement, and will not during the term of this Agreement or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for its own benefit or the benefit of others, any Confidential Information.
1.2. Intellectual Property.
CMC Intellectual Property. Except as otherwise expressly granted to Client in these Terms, we reserve and retain all right, title and interest in the Services, including without limitation, all processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. Client acknowledges that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws, and you agree that, except with our prior written consent or as explicitly provided in these Terms, (1) using the Services does not give client any ownership of any intellectual property rights in our Services or (2) grant Client the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property. Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
1.3 No Assertion of Invalidity. Client covenants not to attack or challenge the validity of any of CMC’s Intellectual Property at any time, directly or indirectly, whether during or after the term of this Agreement.
1.4 No Effect on Validity. Client agrees that any subsequent change or changes in the duties, or compensation, will not affect the validity of this Agreement, and the termination of CMC’s services by Client will not release Client from the obligations imposed under this Agreement.
1.5 Changes to the Terms of Us. CMC reserves the right to update and revise these Terms at any time.
1.6 Branding. Client acknowledges that CMC is the sole owner of all trademarks, service marks and logos including but not limited to the CITY MOM COLLECTIVE® and CITYMOMCOLLECTIVE.COM® family of marks and logos. If Client is a Founding Member and chooses to use City Mom Collective trademarked branding for their business,
CMC will grant the Client a royalty-free license to use the logo and branding materials for its intended purposes.
Section 2
APPLICABLE LAWS AND REMEDIES
2.1 Governing Law/Forum Selection. THIS AGREEMENT WILL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE CLIENT’S PRINCIPAL PLACE OF BUSINESS IS LOCATED WITHOUT APPLICATION OF CHOICE-OF-LAW PROVISIONS THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. BY ENTERING INTO THIS AGREEMENT, ALL PARTIES IRREVOCABLY SUBMIT THEMSELVES TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN HENNEPIN COUNTY, MINNESOTA WITH REGARD TO ANY DISPUTE RELATED TO THIS AGREEMENT AND ITS ENFORCEMENT. THE PARTIES ALSO HEREBY WAIVE ANY CHALLENGE TO VENUE THEY MAY HAVE TO A LAWSUIT FILED IN A STATE OR FEDERAL COURT IN HENNEPIN COUNTY, MINNESOTA, RELATING TO A DISPUTE BETWEEN THE PARTIES AS TO ANY TERM OF THIS AGREEMENT.
2.2 Arbitration. All disputes, claims and controversies between the parties arising under or in connection with this Agreement or the making, performance or interpretation thereof (including claims of fraud in the inducement and other claims of fraud in the arbitrability of any matter) will be resolved by arbitration on an individual basis under the authority of the Federal Arbitration Act in the city in which CMC’s corporate headquarters is located at the time the arbitration is commenced. The proceedings will be conducted under the Commercial Arbitration Rules of the American Arbitration Association, or the rules of such other arbitration services organization as the parties otherwise may agree upon in writing, to the extent such rules are not inconsistent with the provisions of this arbitration provision or the Federal Arbitration Act. The decision of the arbitrator(s) will be final and binding on all parties; provided, however, the arbitrator(s) may not under any circumstances: (1) stay the effectiveness of any pending termination of this Agreement; (2) assess punitive or exemplary damages; or (3) make any award which extends, modifies or suspends any lawful term of this Agreement or any reasonable standard of business performance CMC established. Any arbitration proceeding will be limited to controversies between Client and CMC, and will not be expanded to include any other client or licensee of CMC or include any class action claims. This Section 3 will survive termination or nonrenewal of this Agreement under any circumstances. Judgment upon the award of arbitrator(s) may be entered in any court having jurisdiction thereof.
2.3 Remedies. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder now or hereafter existing in law or in equity or by statute or otherwise. The election of any one or more remedies by either party will not constitute a waiver of the right to pursue other available remedies.
Section 3
TERM AND CANCELLATION
3.1. Term. CMC and Client agree that the Term of this Agreement is 12 months from the Effective Date.
3.2 Cancellation. Either Client or CMC may terminate this Agreement for any reason or no reason upon 30 days written notice to the other party. CMC may suspend or terminate your membership as a result of your fraud or breach of any obligation under these Terms or other related restrictions (including, but not limited to, your Membership Terms and Conditions). Such termination or suspension may be immediate and without notice. A breach of these Terms includes, but is not limited to, without limitation, the unauthorized copying, download, repurposing, or reproduction of any content from our Site or the Services.
Section 4
MEMBERSHIP TERMS
4.1 Purchase of Membership. If you purchase a Membership or any Product from the Site, you agree to provide your payment information at the time you sign up or renew your membership or order any Product on the Site.
4.2 Membership Policies. City Mom Collective is a community of members. In order to become a Sisterhood Member, you must sign up through our Site. City Mom Collective is a diverse inclusive community.
4.3 Membership Fees. In exchange for the Sisterhood Membership Services described in Schedule A to this Agreement, Client agrees to pay CMC Membership Fees as follows:
SERVICES AMOUNT DUE PAYMENT DUE DATE
Sisterhood Membership
$69.00/month (1 Member)
$49/month (Co-Owner Membership)
$19/month (Additional Listings)
Due on the 1st day of each calendar month
4.4 Modification of Fees. CMC may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services.
4.5 Payment of Fees. Client must comply with all of CMC’s payment policies, procedures, and requirements. Currently, Sister Site Membership Fees are due on or before the 1st day of each month and are paid by credit card or ACH payment. Membership fees paid by credit card are subject to a 3% processing fee.
4.6 Past-Due Fees. Past-due accounts are subject to account suspension without notice or cancellation. CMC, at its sole discretion, may revoke membership if the account is past due for over 60 days. A suspended account may be reactivated by CMC at its sole discretion only after the Client’s account is paid up in full.
4.7 No Refunds. Payments are non-refundable and there are no refunds or credits for partially used membership periods. Following any cancellation, however, you will continue to have access to the Services through the end of your current billing period. At any time, and for any reason, City Mom Collective may provide a refund, discount, or other consideration to some or all of our members (“Credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances, nor does it obligate us to provide Credits in the future, under any circumstance.
Section 5
MISCELLANEOUS
5.1. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will be considered divisible and such provision will be deemed inoperative to the extent it is deemed unenforceable, and in all other respects, this Agreement will remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision will be deemed to be so limited and will be enforceable to the maximum extent permitted by applicable law.
5.2 Entire Agreement. This Agreement and any statement of work and schedules attached herewith constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements. This Agreement may not be modified or otherwise amended except by an instrument in writing signed by the party against which enforcement is sought. In entering into this Agreement, all parties represent and warrant that they did not rely upon any prior representations, discussions, agreements, or negotiations not contained in this Agreement, and that this Agreement constitutes the entire agreement between the parties.
5.3 Binding Effect. This Agreement is intended to benefit and be binding upon the parties, and their agents, employees, officers, directors, attorneys, legal representatives, beneficiaries, estates, predecessors, successors, parent corporations, subsidiaries, shareholders, branches, and assigns.
5.4 Authority to Sign. Each party represents and warrants that the person signing this Agreement on its behalf has the authority to bind that party to this Agreement.
5.5 Non-Transferrable. Transfer of Membership to other persons is prohibited.
5.6 Force Majeure. CMC takes its commitment to the Client seriously. However, sometimes things may come up that are outside of our control. CMC will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.
5.7 Notices. The parties agree that, for a notice to be effective, it must be sent in writing, or if sent by email, the email will not be deemed delivered unless the recipient acknowledges receipt. The parties further agree that all notices, demands and other communications relating to this Agreement must be sent by express courier, hand delivery, registered mail, or certified mail to the other party at the address for such party as listed above, unless a party requests in writing that notices be sent to a different address. Actual receipt of a written notice by a party shall constitute a waiver of any claims of inadequate notice.
5.8 AVAILABILITY OF THE SERVICES. Although CMC aims to offer our Clients the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. If a fault occurs in our Services, please report it to us at
[email protected] and we will review your complaint and, where we determine it appropriate to do so, correct the fault. We will not be liable to you if the Services are unavailable from time to time.
Client’s access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. CMC will restore the Services as soon as possible.
Schedule A
Sisterhood Membership
Statement of Services
CMC’s Sisterhood Membership Services. CMC will provide the following services on an ongoing basis during the Term in exchange for the Sister Site Membership Fee described in Section 5 of the agreement.
24/7 Access to Member Exclusive Website
Benefit from 24/7 access to our privately accessed Resources Website to stay on top of emerging trends to help you innovate, accelerate and grow your business.
Including On-demand videos featuring exclusive advice from industry.
Member Directory Access Inclusion in Member Directory and access to the directory for further networking connections and opportunities with other Members.
24/7 Peer Support Facebook Mastermind Groups Our exclusive, member-only Facebook groups are a great place to ask questions and get advice from other Members.
Continuing Education Webinars Invitation to attend Continuing Education Webinars.
Invitation to Exclusive Sisterhood Member Virtual Gatherings Whether it’s a quick happy hour, or a unique gathering experience, we create opportunities to bring members together virtually from across the country.
Invitation to Join Monthly Member Mastermind Groups Regular meetings to discuss challenges and set goals. Collective problem-solving and brainstorming sessions.
Basic Marketing Package
Shared links between your website and City Mom Collective Sisterhood Member websites & social accounts to include:
Link to website on Our Members Page
Listing in our National Media Kit
Opportunity to share content via Weekly Share Thread to extend reach
1:1 Office Hours with our Member Director Join our CEO & Member Director for 1:1 collaboration, brainstorming & support as you grow your business.
Member Features & Shout-Outs Opportunity to be featured in regular member features shared with our network of members.
Referrals & Benefits Program Opportunity to be paid for National Sales & Member Referrals. Member-Only Discounts from Partners.
Access to the Creative Boutique Opportunity to purchase professionally designed custom and templated artwork through City Mom Collective’s Creative Boutique.
National Sponsorship Opportunities: Client has the opportunity, but not the obligation, to participate in national sponsorship opportunities including, but not limited to, sponsored posts, event sponsorships and social media campaigns.
Social Media. The Company will not tolerate certain social media conduct by users of the Site, whether indirectly or directly targeting or relating to City Mom Collective, its members, officers, directors, employees, personnel, or agents, including for example: (a) defamatory, malicious, obscene, intimidating, discriminatory, harassing or threatening comments or hate propaganda; (b) calls to violence of any kind or other threats of any kind; or (c) conduct that violates any law or regulation. In the event that City Mom Collective feels that you have breached these Terms, City Mom Collective reserves all its rights to take further action, including but not limited to: (i) adding, removing, or modifying any content, including comments, (ii) blocking you or any other disruptive users; and (iii) discontinuing any of its social media channels at any time. In the event that you engage in (or direct or influence any person to engage in) any of this prohibited conduct on your social media channels regarding City Mom Collective or any of our officers, directors, employees, personnel, agents, policies, services or products or other members, City Mom Collective may immediately terminate your Membership or use of this Site and reserves it full legal rights to pursue legal damages against you.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date written above.
