COBWPC MEMBERSHIP AGREEMENT

Welcome to the Central Ohio Business & Wealth Planning Council! Before becoming a member, please read the terms and conditions set forth herein, which govern your membership and contain important information regarding your legal rights and remedies.

This Membership Agreement (this “Agreement”) is entered into by and between Central Ohio Business & Wealth Planning Council, an Ohio non-profit corporation (“COBWPC” or “we” or “us”) and you, and is made effective as of the date you accept this Agreement by paying the Membership Fee (defined below). This Agreement sets forth the general terms and condition of your membership in COBWPC. Your membership is contingent upon your acceptance as a Member of COBWPC by COBWPC, in its sole discretion, and your acceptance of the terms of this Agreement and any other related policy posted or provided from time to time (collectively the “Policies”). If you do not wish to agree and adhere to this Agreement and the Policies, please do not pay the Membership Fee. Your payment of the Membership Fee signifies and constitutes your acknowledgement and agreement to be bound by this Agreement and the applicable Policies.

MEMBERSHIP BENEFITS

The purpose of COBWPC is to facilitate the collaboration of Central Ohio business owners and those professionals providing services to Central Ohio business owners through education, networking, and community service. Individuals and organizations who are accepted for membership (each a “Member”) are eligible for the then-current benefits of COBWPC, which may include but are not necessarily limited to: (a) opportunities to network with other Members through events held by COBWPC (“Networking Opportunities”); (b) potential ability to promote the Member’s business and services by writing articles for COBWPC’s newsletter and speaking at COBWPC events (“Brand Building”); (c) access to informational and educational presentations on topics relating to COBWPC’s purposes (the “Learning Opportunities”); and (d) invitations and permission to attend all COBWPC events and gatherings (collectively the “Membership Benefits”). You may not utilize or receive the Membership Benefits unless you are approved for membership as set forth in this Agreement. Certain events held by COBWPC are only available to Members or to non-members who pay fees to attend the specific event. As a Member, you may bring one (1) guest, free of charge, to one COBWPC event during the Membership Term that is open only to Members or to those who pay the applicable fee to attend such event. If you bring guests to such events more than once during the Membership Term, we may, and you authorize us to, charge your credit card for the attendance fee applicable to such event or otherwise send you and invoice for such fee.

Networking Opportunities and Learning Opportunities: While Members are encouraged to utilize the Networking Opportunities and Learning Opportunities, each Member is expected to do so in a professional, courteous manner, which respects the other Members’ time, privacy and wishes. You acknowledge and agree that COBWPC is not guaranteeing (a) any opportunity to meet or connect with any other Member or resource and that any connection with another Member shall be solely determined by the other Member in their sole and absolute discretion, or (b) that you will learn or take away information from a Learning Opportunity that meets your prior expectations. We make no warranties or representations that any information presented at any event held by COBWPC is complete and/or accurate.

Brand Building: You acknowledge and agree that the Brand Building Membership Benefit is only an opportunity to potentially participate or submit materials in connection with a Learning Opportunity or other publications by COBWPC and that your membership shall not guarantee your acceptance or participation in any minimum number or any Brand Building opportunities. The determination of whether or not you shall be involved with, or your submission shall be published and/or utilized in connection with, a Brand Building opportunity shall be determined solely by COBWPC.

MEMBERSHIP ELIGIBILITY

The Membership Benefits are available only to Members who possess the legal right, capacity and ability to enter into this Agreement. By paying the Membership Fee, you represent and warrant that you are (a) at least eighteen (18) years of age; (b) able and competent to form legally binding contracts under applicable law; and (c) are not a person barred from purchasing or receiving any of the Membership Benefits under applicable law. If you are entering into this Agreement on behalf of a business entity or organization, you represent and warrant that you have the legal authority to bind such entity or organization to this Agreement, in which case the terms “you” and “your” shall refer to such entity or organization. If COBWPC discovers that you do not have the legal authority to bind such entity or organization, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the obligation to pay the Membership Fee and the obligation to indemnify COBWPC from any and all costs, expenses or liabilities, including but not limited to reasonable attorneys’ fees, in connection with your breach of this representation and warranty. Such entity or organization shall also be the Member, and not you individually. Only one (1) authorized individual from each entity or organization that is a Member may attend COBWPC events, unless otherwise expressly permitted by COBWPC. COBWPC shall not be liable for any loss or damage resulting from COBWPC’s reliance on any instruction, notice, document or communication reasonably believed by COBWPC to be genuine and originating from you or an authorized representative of your entity or organization. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, COBWPC reserves the right, but undertakes no duty to require, additional authentication from you.

Application for Membership. By applying for membership or “signing up” via the website payment form or printed payment form and paying the Membership Fees, and/or using the Membership Benefits, you represent and warrant that you fit the eligibility requirements for membership and that all information included in your application is accurate, current, and complete. COBWPC shall, in its sole discretion accept or reject an application, for membership. COBWPC is under no obligation to approve or accept any application or otherwise to explain or disclose to any applicant or other third party the reasoning behind any membership decisions made by COBWPC.

Account Information. To become a member you will be required to submit your name (and your entity’s or organization’s name, if applicable), address, telephone number, e-mail address, and credit card payment information (collectively, “Account Information”). You represent and warrant to COBWPC that all information you submit when you create your account is accurate, current, and complete, and that you will keep your Account Information accurate, current, and complete. You expressly acknowledge and hereby agree that in the creation of your account, you are not impersonating any third party or otherwise using any third party’s information without such party’s express written approval. If COBWPC has reason to believe that your Account Information is untrue, inaccurate, out-of-date, or incomplete, COBWPC reserves the right, in its sole and absolute discretion, to suspend or terminate your membership.

MEMBERSHIP FEES

Upon application to be a Member, you must pay the then-current annual fee for membership (the “Membership Fee”). If you fail to pay the Membership Fee concurrent with submitting your application, you will not be accepted as a Member until you pay the Membership Fee. You further acknowledge and agree that the Membership Fee associated with your membership does not guarantee any benefits or results in connection with your membership and you shall not be entitled to a refund of your Membership Fee if you believe that your membership is unsatisfactory or does not meet your prior expectations. COBWPC expressly reserves the right to change or modify the Membership Fee for the next yearly term and other prices and fees at any time. Notwithstanding anything else to the contrary in this Agreement, in no event shall COBWPC be required or will you be entitled to a refund of any portion of your Membership Fee for any reason, including if COBWPC dissolves or otherwise ceases operations.

By submitting your Account Information, you authorize us to charge the credit card that you provided in your application. If COBWPC receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your credit card, you agree that COBWPC may pursue all available lawful remedies in order to obtain payment or reimbursement, including but not limited to, immediate cancellation of your membership. If suspected fraudulent activity or erroneous charges occur on or in connection with your account or credit card, you agree to contact COBWPC as soon as possible.

MEMBER TERM AND TERMINATION

If COBWPC accepts your Membership Fee and does not return your Membership Fee to you within three (3) business days thereafter, COBWPC shall be deemed to have accepted you as a Member and to have entered into this Agreement with you. Your membership shall be effective as of the date of initial acceptance of your Membership Fee by COBWPC and shall continue for an initial term of one (1) calendar year (“Membership Term”). Upon the expiration of the Membership Term, you must (but are not required to) renew your membership in order to continue to receive the Membership Benefits by paying the then-current Membership Fee and accepting this Agreement, as may have been amended.

COBWPC may, in its sole discretion, terminate your membership if you (a) violate this Agreement or any of the Policies, as determined in COBWPC’s sole discretion; (b) are the subject of complaints from three (3) different Members; or (c) misrepresent or include false information in your application. You may terminate your membership at any time by notifying CPBWPC in writing of such termination. If your membership is terminated for any reason (including by you) prior to the expiration of the applicable Membership Term, you shall not be entitled to a refund of any portion of your Membership Fee.

BENEFITS MATERIALS & PROMOTIONS

From time to time, COBWPC may send to you marketing and promotional materials, information bulletins, newsletter, advertisements, or other printed or electronic materials (collectively, “Benefits Materials”). You hereby agree that COBWPC may send you such Benefits Materials; provided, you may “unsubscribe” to such Benefits Materials at any time by notifying COBWPC of your desire not to receive any such Benefits Materials. COBWPC may from time to time offer promotions only to new/first-time Members or select Members based on specific criteria determined by COBWPC in its sole discretion, and you may not be eligible for some or all of such promotional offerings. If you are offered special promotions by COBWPC, you agree to keep the terms strictly confidential.

COBWPC does not warrant that, at any time, the descriptions, pricing, availability, or other information relating to the Membership Benefits or the Benefits Materials is accurate, complete, reliable, current, or error-free. Despite our commercially reasonable efforts, it is possible that the Membership Benefits and/or Benefits Materials may be mispriced, contain inaccuracies, or be unavailable. If COBWPC determines that any Membership Benefit or Benefits Material is mispriced, contains inaccuracies, or is unavailable, COBWPC reserves the right to take any action it deems reasonable and necessary to rectify the errors. You agree to notify COBWPC immediately if you become aware of any pricing or descriptive errors or inconsistencies with any Membership Benefits and/or Membership Benefits.

MODIFICATION OF POLICIES & THIS AGREEMENT

COBWPC may, in its sole and absolute discretion, change or modify the Policies at any time and from time to time. If we do change the Policies, we will post the changes on our website or we will send the updated Policies directly to you by e-mail. However, COBWPC has no obligation to provide you with an e-mail notification of any modifications to the Policies and any e-mail notification provided at any time shall not obligate or create an expectation for COBWPC to do so in the future. COBWPC may, in its sole and absolute discretion, change or modify this Agreement at any time and from time to time without notice. However, any such changes shall be applicable to you only if you renew your membership, at which time you will be required to agree to the new or changed Agreement.

MEMBER CONDUCT

Your membership in COBWPC, as well as your use of the Membership Benefits, are subject to and must comply with this Agreement and the Polices. You are solely responsible for your use of the Membership Benefits, including your use of our website. You specifically agree that you: (a) will comply with all terms of this Agreement and the Policies; (b) will comply with all applicable local, state, and federal laws, rules and regulations; (c) will not use your membership for any illegal purposes or promotion or encouragement of any illegal activity including but not limited to any acts of terrorism, violence against people or property; (d) will not use your membership for any libelous, defamatory, unlawful, illegal, pornographic, indecent, offensive, obscene, bigoted, hateful or discriminatory purposes; (e) will not infringe upon the intellectual property or other rights of any person or entity or otherwise use your membership to violate any privacy or publicity rights or impersonate any other person; (f) will not use your membership in a manner which infringes any duty of confidentiality that you owe to another person or entity; (g) will engage in “spamming”, “trolling”, “flooding”, “bullying,” whether electronically or in person at COBWPC events; (h) will not solicit other Members for any purposes other than those relating to desired services or networking; (i) will not interfere with the enjoyment of the Membership Benefits by other Members, (j) will not interfere with the operation of any websites or electronic functions used by COBWPC or otherwise introduce any viruses, worms, bugs “Trojan Horses” or other codes or programs designed to, or capable of disrupting, damaging or limiting the functionality of any software or hardware; (k) will not harass, demean, stalk, make unwanted physical contact with, make unwarranted advances upon any other Member or other person at a COBWPC event or who you met through a COBWPC event; (l) will at all times reflect positively on COBWPC; (m) will not take any action which will, in COBWPC’s sole opinion, reflect negatively on COBWPC; (n) will not compete with COBWPC; (o) will not copy or distribute in any medium any COBWPC Content (defined below) except where expressly authorized by COBWPC; and (p) will not re-sell or provide any part or portion of the Membership Benefits to third parties for a fee.

COBWPC does not guarantee that other Members are or will be complying with this Agreement or the Policies, and your use of the Membership Benefits is at your own risk. Should you have a good faith belief that any Member is engaged in any activity which violates this Agreement or the Policies, we urge you to contact us.

PARTNERS

While some services and benefits are provided by COBWPC personnel directly, COBWPC also engages third parties to provide certain services or benefits for COBWPC’s Members, (“Partners”). While we endeavor to select Partners who have significant experience in and knowledge of the chosen topics or relevant areas of interest, we make no representation or warranty that a Partner will provide the benefits expected or desired by you. Furthermore, any views or opinions expressed by a Partner do not necessarily reflect the views and opinions of COBWPC or its officers, directors, employees, agents Partners, sponsors, and affiliates, and our use or promotion of a Partner shall not be deemed an endorsement of such Partner’s views and opinions.

COBWPC CONTENT

Except for Member Content, the content on COBWPC’s website and in connection with the Membership Benefits, including without limitation text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works interactive features and the trademarks, service marks and logos contained therein (“COBWPC Content”), are owned by or licensed to COBWPC, and are subject to copyright, trademark, and/or patent protection in the United States, and other intellectual property rights under United States laws. COBWPC Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of COBWPC. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. COBWPC reserves all rights not expressly granted in and to the COBWPC Content, and neither your membership in COBWPC and nor this Agreement transfers ownership of any of these rights.

ADDITIONAL RESERVATION OF RIGHTS

COBWPC expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to the Membership Benefits for any reason as determined by COBWPC in its sole and absolute discretion, including but not limited to the following: (a) to correct mistakes made by COBWPC in offering or delivering any Membership Benefits, (b) to assist with our fraud and abuse detection and prevention efforts, (c) to comply with court orders against you or other Members and applicable local, state, and federal laws, rules and regulations, (d) to comply with requests of law enforcement, including subpoena requests, (e) to comply with any dispute resolution process, (e) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (f) to avoid any civil or criminal liability on the part of COBWPC, its officers, directors, employees, agents Partners, sponsors, and affiliates, including, but not limited to, instances where you have sued or threatened to sue COBWPC.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR MEMBERSHIP IN COBWPC AND USE OF THE MEMBERSHIP BENEFITS SHALL BE AT YOUR OWN RISK AND THAT THE MEMBERSHIP BENEFITS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. COBWPC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SPONSORS, AND AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COBWPC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SPONSORS, AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR, (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY INFORMATION PRESENTED AT COBWPC EVENTS; OR (B) ANY OTHER SERVICES PROVIDED BY OR THROUGH COBWPC.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR MEMBERSHIP.

LIMITATION OF LIABILITY

IN NO EVENT SHALL COBWPC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SPNSORS, AND AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (A) THE ACCURACY, COMPLETENESS, OR CONTENT PRESENTED AT COBWPC EVENTS, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY OF THE MEMBERSHIP BENEFITS, (C) THE MEMBERSHIP BENEFITS, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (E) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (F) ANY UNAUTHORIZED ACCESS TO OR USE OF COBWPC’S WEBSITE AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (G) ANY INTERRUPTION OR CESSATION OF THE MEMBERSHIP BENEFITS, (H) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR FROM COBWPC’S WEBSITE OR ANY SITES LINKED TO COBWPC’S WEBSITE, (I) ANY CONTENT SUBMITTED OR PRESENTED BY YOU, INCLUDING ANY CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, (J) TERMINATION OF YOUR MEMBERSHIP BASED ON A VIOLATION OF THIS AGREEMENT OR THE POLICIES, AND/OR (K) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE MEMBERSHIP BENEFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT COBWPC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL COBWPC’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE MEMBERSHIP BENEFITS THAT ARE THE SUBJECT OF THE CAUSE OF ACTION OR IF NOT APPLICABLE, THE MEMBERSHIP FEES PAID TO COBWPC BY YOU.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR MEMBERSHIP OR THE MEMBERSHIP BENEFITS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SITES, THE SERVICES FOUND AT THE SITES OR ANY OF THE MEMBERSHIP BENEFITS.

INDEMNITY

You agree to protect, defend, indemnify and hold COBWPC and its directors, officers, employees, agents, Partners, sponsors, and Partners and their respective owners, officers, directors, members, managers, employees, agents, successors and assigns (collectively the “COBWPC Parties”) harmless from and against any and all third party claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable outside attorneys’ fees) imposed upon or incurred by the COBWPC Parties directly or indirectly arising from (a) your use of the Membership Benefits; (b) your violation of any provision of this Agreement or the Policies; and/or (c) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this Agreement shall survive any termination or expiration of this Agreement or your use of the Membership Benefits.

NO TAX EXEMPTION

COBWPC is an Ohio non-profit corporation. However, COBWPC has neither applied for and nor received exemption from payment of income taxes. Therefore, COBWPC is NOT a tax-exempt organization and Membership Fees and other donations made to COBWPC are NOT income tax deductible as charitable contributions. Membership Fees and other payments to CPBWPC may, however, be income tax deductible as business expenses. It is your sole responsibility to determine whether you or your entity or business may deduct Membership Fees and other payments to CPBWPC from federal, state, and/or local income taxes.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of laws principles. You agree any claim or dispute relating to or arising out of this Agreement shall be fully and finally decided by binding arbitration before the American Arbitration Association before a single arbitrator, pursuant to the rules of the American Arbitration Association. You acknowledge and agree that the sole location for arbitration shall be in Franklin County, Ohio. If any action or any other claim may not be brought in arbitration, you hereby consent to the sole and exclusive jurisdiction and venue of the state and federal courts located in the Franklin County, Ohio. You hereby waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.