MEMBERSHIP & USER AGREEMENT

This Membership & User Agreement is between you and Nadi Marketing LLC, (“Nadi” or the “Company”), a California limited liability company, regarding your access to and use of Nadi’s online community called The Ecosystem. This Agreement is part of and incorporates by reference Nadi’s Terms of Service and Privacy Policy, accessible on the Company’s Website at www.nadimarketing.com and www.theecosystemcircle.com (collectively, these documents form a binding contract between you and Nadi referred to herein as the “Agreement”). Capitalized terms not defined in this Agreement are defined in the Terms of Service or Privacy Policy.

  1. THE ECOSYSTEM. The Ecosystem is a diverse, eco-conscious environment for impact-minded entrepreneurs looking for educational resources, meaningful collaboration, and sustainable support to elevate their business and create a positive impact on the planet. When you click “Join Today”, “Let’s Do This”, or similar links on The Ecosystem website, or by registering for or accessing your account on The Ecosystem, you agree to enter into this Agreement with Nadi, on behalf of yourself and/or a company of which you are an authorized representative.
    1. If you do not agree to the terms of this Agreement or do not wish to be bound by it, you must cease using The Ecosystem immediately. 
    2. Nadi may, with reasonable advance notice to you, change the terms of this Agreement at any time. If such changes are material, Nadi will provide you a chance to review these changes prior to their taking effect. If you do not agree to any changes to this Agreement, you must close your account and cease your access to The Ecosystem immediately after such changes take effect; your continued use after such changes constitutes your explicit acceptance of such changes. 
    3. Nadi may receive commissions for purchases made through links on the Ecosystem. 
  2. ACCESS. Certain features of The Ecosystem are available only to users who have signed up for a paid subscription (referred to as “members”). If you choose not to register for a paid subscription to The Ecosystem, you may still access features available to users who have created an account and registered for a free membership (called “free users”). If you do not create an account and register for a free membership, you may access certain portions of the Company’s Website, excluding The Ecosystem platform, subject to Nadi’s Terms of Service and Privacy Policy as a “visitor”.
    1. Nadi reserves the right to change the features and functionality of The Ecosystem available to members, free users, and visitors to the Website at any time and for any reason, without notice to you. 
    2. You may change your membership at any time through your account on The Ecosystem. If you change your membership, your new membership and applicable billing period will be based on the date Nadi receives payment of any new membership fee. If a change in your membership results in a decrease in membership fees paid (such as if you change a paid membership into a free user account), you will not receive a refund or credit of fees already paid; your membership will continue to the end of your initial billing period, and then will renew at the new membership program following such period.
    3. By creating an account as a free user or a member, you represent and agree that: (i) you are at least 16 years of age (The Ecosystem is not for use by anyone under the age of 16); (ii) all information provided in connection with your account is true and complete, and you will maintain the accuracy of such information; and (iii) you are not otherwise prohibited from using The Ecosystem by Nadi or any third party or governmental order.
    4. In addition, by creating an account on The Ecosystem, you grant to Nadi and its affiliates and licensees a worldwide, transferrable, sublicensable, and royalty free license to use, edit, copy, modify, distribute, publish, and process all information and content that you provide through The Ecosystem, whether via your account or otherwise, without further consent, notice, or compensation to you. You may terminate this license by deleting your account on The Ecosystem at any time, but this license shall remain in force so long as your account remains active. 
  3. FEES. All prices for access to The Ecosystem’s membership programs are posed on The Ecosystem. By signing up for a paid membership, you agree to pay Nadi the fee stated for all periods during which you are a Member. Membership fees are calculated monthly, although payments may be made in annual or monthly installments. All payments must be made via Nadi’s website payment processor to commence membership, and within 15 days of the end of the most recent period for which you were a Member for recurring payments.
    1. Nadi reserves the right to change membership program fees or institute new fees at any time, in each case upon reasonable notice of such change posted on the Website or communicated to you directly in writing or via email. In the event of such a change, no refund of membership program fees already paid will be given. 
    2. By creating a paid account as a member, you agree that Nadi may store your payment and billing information in order to provide you with continued access to our services.  
    3. Any prices stated or fees paid for membership programs exclude any applicable taxes and fees. Such prices also do not include the cost of any additional products or services that may be offered for sale through The Ecosystem or the Company’s Website. In the event that you wish to purchase such products or services, you agree that: (i) your purchase is subject to Nadi’s Terms of Service and all other related policies; (ii) you make such purchase solely for the purpose and in the manner described by Nadi at the time of your purchase; (iii) you may not sell, license, gift, or otherwise transfer to any third party product or service purchased without Nadi’s prior written consent; and (iv) unless otherwise stated, Nadi or any other party creating any product or service retains all right, title and interest in and to any copyright, invention, database right, trademark, patent, design right and any other industrial, commercial or intellectual property right existing in any jurisdiction, whether registered or not. The owner of such rights grants to you a non-exclusive, irrevocable, royalty-free non-sub licensable license to use any product or service purchased only to the extent that such use is necessary to fulfill the terms of your membership or purchase thereof as permitted by this Agreement.
  4. RENEWAL & CANCELLATION. Your membership begins as of the first date on which you have access to portions of The Ecosystem available only to members, and continues unless cancelled or terminated earlier as set out in this Agreement. Following the initial month of your membership, your membership automatically renews for successive monthly periods, unless you change your membership plan, cancel your membership, or your membership is cancelled as provided herein.
    1. You may cancel your membership at any time; however, no refund of any membership fees paid will be given. 
    2. Nadi may cancel your membership at any time for any reason, and upon termination shall refund you for any fees paid for periods after the date of termination.  
    3. The rights, duties and obligations of you and of Nadi that by their nature continue and survive will survive any expiration or termination. 
  5. CONFIDENTIALITY. Your membership is conditional on your respect for the privacy of other users of The Ecosystem and the proprietary nature of any of Nadi’s non-public, proprietary, or confidential information disclosed under this Agreement or in connection with your use of The Ecosystem. Accordingly, unless required by law or otherwise stated, you may not disclose or use any proprietary or confidential information of Nadi or of any other third party accessing The Ecosystem (including, but not limited to, any recorded materials furnished by Nadi for your use; business plans, member or client lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind; and or information belonging to any other members or free users about which you gained knowledge as a result of this Agreement or your access to The Ecosystem), and you must: (i) use such information solely in connection with your status as a member or free user of The Ecosystem; (ii) protect such information from disclosure using at least a reasonable degree of care; (iii) not disclose such information to any non-member, non-free user third party, or (iv) modify, reverse engineer, decompile, create other works from, or disassemble any such information, to the extent applicable.
  6. WARRANTY DISCLAIMER. ALL CONTENTS OF THE ECOSYSTEM AND SERVICE PROVIDED THEREON ARE OFFERED “AS-IS”. NADI HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) IN CONNECTION WITH ITS PROVISION OF ANY FUNCTION, FEATURE, OR CONTENT OF THE ECOSYSTEM.
  7. LIMITED LIABILITY. EXCEPT FOR PAYMENT OBLIGATIONS AND BREACHES OF A CONFIDENTIALITY AGREEMENT, IN NO EVENT WILL NADI HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, COST OF COVER, OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. NADI’S MAXIMUM LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE AGGREGATE OF FEES PAID AND PAYABLE HEREUNDER. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
  8. MEDIA RELEASE. By entering into this Agreement, you grant Nadi the right to use your name, image, likeness and voice in still photos, slides, video, voice recorded productions, radio coverage, television coverage and/or any other media, existing now and in the future, for the purpose of promoting, advertising, and marketing Nadi and its programs, including but not limited to The Ecosystem’s membership program. You further agree to waive all claims against Nadi for such use, including with respect to compensation for such use.
  9. INDEMNIFICATION. Upon a request by Nadi, you agree to defend, indemnify, and hold Nadi and its affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the membership program. Nadi reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Nadi in asserting any available defenses.
  10. DISPUTE RESOLUTION. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to make a good faith effort to settle the dispute through mediation. Any settlement through mediation shall be binding upon the parties. Upon failure to resolve the dispute through mediation, the remaining dispute shall be settled by binding arbitration administered by an arbitrator through a reputable arbitration association such as the American Arbitration Association. All disputes shall be mediated and arbitrated in a location selected by Nadi in its sole discretion, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In making this award, the arbiter may award reasonable attorneys’ fees to the prevailing party to the arbitration.
  11. GENERAL. The laws of the State of California will govern all matters arising out of this Agreement. Neither party shall be responsible or liable for performance delays or an inability to perform any of its obligations under this Agreement (with the exception of any obligation to pay money) to the extent that such delays or inability result from any cause or causes beyond the reasonable control of the party whose performance is affected. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings and other communications, whether oral or in writing, with respect to such subject matter. Nadi retains the right to perform the same or similar type of membership program for third parties during the term of this Agreement.