This KNOW Global Membership Agreement (“Agreement”) is between you (“Member”) and KNOW Women, LLC, including all subsidiaries and KNOW Brand companies and affiliates, including the KNOW Women, KNOW Book, KNOW Publications, and KNOW Collaborative (collectively, “KNOW”).
The following terms and conditions apply to this Agreement and the Member’s KNOW Global Membership (“Membership”).
Member has assented to this Agreement by expressly indicating her agreement with the terms and conditions of the Agreement via electronic means on the KNOW Website after having an opportunity to read, download, and print the Agreement.
Membership Payment Terms: Members will sign up for their Memberships on the KNOW Website. Members may choose to pay the amount for the Global Basic Membership of $500.00 for the initial one-year Membership term -or- for the Elite Membership of $1200.00 for the initial one-year Membership term (i) in full by credit card on KNOW’s Website on the Effective membership Date (as defined below), or (ii) Member may pay the total amount over 12 monthly payments that will automatically be charged to Member’s credit card each month pursuant to the terms of a separate Recurring Credit Card Authorization to which Member will expressly need to agree on the KNOW Website. The date of initial Membership sign up is known as the Member’s “Effective Membership Date.” Either the Member’s full or initial payment required for Membership is due on the Effective Membership Date. Upon request, KNOW may agree, in its sole and absolute discretion, to allow Member to use an alternative form of payment for her Membership (including by ACH, e-debit, e-check, company or personal check, Quickbooks invoice link, certified funds, or other agreed means of payment).
Fee for Returned Payments. Any NSF, return for insufficient funds or unauthorized return, draft, or check return will result in Member being charged an additional $35.00 fee, and replacement payment by Member must be made by certified funds or another means that is approved by KNOW.
Interest on Past Due Amounts: Member agrees to pay interest on all amounts 30 days or more past due at the rate of one and one-half percent (1 1/2%) per month, or annual rate of eighteen percent (18%).
Membership Term and Auto Renewal: The initial Membership term shall be for one (1) year, beginning on the Membership Effective Date (“Initial Term”) and shall automatically renew thereafter for additional one-year terms (each, a “Renewal Term”) unless Member provides written notice to KNOW of Member’s intent to terminate her Membership and this Agreement within 30 days before expiration of the Initial Term. The date of each one-year automatic renewal is known as the “Renewal Date.” The first Renewal Date shall occur on the date that is one (1) calendar year after the Member’s Effective Membership Date and, then, for each successive Renewal Term, shall occur on the date that is one (1) calendar year thereafter for each Renewal Term. The payment for each Renewal Term shall be collected on each successive Renewal Date using the same form of payment that Member provided for the Initial Term or immediately preceding Renewal Term and according to the terms of Member’s Recurring Credit Card Authorization, unless Member provides to KNOW (i) an alternative form of payment for the Renewal Term fees, or (ii) written notice of terminating her Membership and this Agreement, 30 days before the Renewal Date.
Member Code of Conduct: KNOW exists to help every woman lift and rise. KNOW is committed to maintaining the highest ethical, professional, and moral standards in all of its operations and Membership and has adopted this Code of Conduct (“Code”) to assist in that regard. This Code also assists KNOW with maintaining its core pillars of diversity, equity, and inclusion. Therefore, Member agrees to conduct herself in the highest ethical, legal, moral, and professional manner in all aspects of her business, public life (including, without limitation, advertisements, public presentation, Internet, and social media), and her interactions with KNOW and other Members, understanding that every Member, in effect, represents the image of KNOW and should publicly uphold and promote KNOW’s core values. It is virtually impossible to list examples of each and every type of conduct that may give rise to a question of unethical, illegal, immoral, or unprofessional behavior that would constitute a violation of this Code, and it is therefore important for each Member to use her good judgment. Nonetheless, the following is a non-exhaustive list of actions that are prohibited and in violation of this Code:
- Engaging in any illegal, unlawful or criminal conduct;
- Exhibiting any behavior or taking actions that conflict with KNOW’s core pillars of diversity, equity, and inclusion of all people;
- Engaging in any offense involving moral turpitude, or which may tend to bring the Member, KNOW, any KNOW employee, or any other KNOW Member into public disrepute, contempt, scandal, shock, or ridicule, or which may embarrass, offend, insult or denigrate individuals or groups, or that may shock, insult or offend the community, or which may otherwise might tend to reflect unfavorably upon KNOW, any KNOW employee, or any other KNOW Member;
- Taking actions (whether knowingly or not) that result in or are likely to result in actual or threatened legal claims against KNOW, any KNOW employee, or any other KNOW Member; and
- Engaging in any unprofessional business conduct, including spamming other Members, contacting other Members without their opting in or consenting to contact or where prior consent has been refused or revoked, sharing other Members’ information with third parties without their advance knowledge or consent, or excessively promoting oneself to other Members.
KNOW shall, in its sole and absolute discretion, determine whether a Member has violated the Code and the appropriate consequences for such violation, including, without limitation, termination of Membership.
Termination by Member: Member may terminate this Agreement and her Membership for any reason by providing 30 days’ advance written notice to KNOW. If Member terminates this Agreement as set forth in this paragraph, (i) Member agrees to forfeit all monies actually paid to KNOW for the portion of the current Term or Renewal Term occurring prior to termination, (ii) Member will be refunded any amounts already paid for the remaining months of the current Term or Renewal Term, or (iii) if paying for her Membership on a monthly or other installment basis, Member will not be charged any additional amounts for the remaining portion of the current Term or Renewal Term after termination.
Termination by KNOW: KNOW reserves the right, in its sole and absolute discretion, to immediately, and without advance notice, terminate this Agreement in the event that KNOW believes, in its sole and absolute discretion, that Member (i) has violated the Code, (ii) failed to make payments owed to KNOW, (iii) become insolvent, (iv) breached any term of this Agreement, or (v) failed to perform or will be unable to fulfill any other obligation of Membership. If KNOW terminates the Agreement under this paragraph, Member forfeits all amounts actually paid to KNOW and will not be refunded any amounts, including amounts already paid for remaining months of the current Term or Renewal Term after termination.
Agreement to Share Member Information: Member acknowledges and agrees that her name, business name, and contact information may be shared with any of the KNOW Brand companies or affiliates, including, without limitation, KNOW Cares, the KNOW Women, KNOW Book, KNOW Publications, and KNOW Collaborative. Member further agrees that any of the KNOW Brand companies and affiliates, including any of their employees or other representatives, may contact Member, including to solicit charitable donations, invite Member to events, or identify other opportunities for Member growth or involvement with KNOW. Member’s payment or financial account information will not be shared with other KNOW Brand companies or affiliates, however, without Member’s prior written consent. If Member wishes to opt out of being contacted by any of the KNOW Brand companies or affiliates, Member shall communicate her desire to opt out in writing (email is sufficient) to KNOW. KNOW will not, without a Member’s prior consent, share Member’s name or any other information about Member with any third parties who are not affiliated with the KNOW Brand.
No Warranty: KNOW makes no warranties, express or implied (including no warranties for merchantability or fitness for any particular purpose), regarding the services and products supplied by way of Membership or this Agreement.
Representations and Warranties; Indemnification: Member represents and warrants to KNOW, including each of its subsidiaries, affiliates, and employees (the “Indemnitees“), that (i) the distribution and content of Member’s advertisements or information about Member’s business under this Agreement, (ii) alleged or actual use or misuse of Member’s products or services, including any alleged or actual effects therefrom or incident thereto, and (iii) Member’s conduct or actions (whether intentional, reckless, negligent, or otherwise), including any alleged or actual effects therefrom or incident thereto, do not and will not violate any State, Federal, or local law, rule, or regulation applicable to Member’s business, products, or services offered, including, but not limited to, postal requirements, disclosure requirements, fraud, misrepresentation, libel, trade libel, slander, unfair competition, deceptive or abusive trade or business practices, warnings, fulfillment, copyrights, trademarks, patents, infringement, invasion of privacy or publicity, misbranding, labeling, safety, negligence, product liability, or any other cause. Member agrees to defend, indemnify, and hold harmless Indemnitees against any and all claims, losses, suits, damages, judgments, costs, and expenses, including reasonable attorneys’ fees and expert witness costs, of any kind whatsoever, incurred by the Indemnitees as a result of Member’s breach of the representations and warranties contained in this paragraph or otherwise incurred by the Indemnitees in connection with Member’s Membership. Notwithstanding, and in addition to all of the foregoing, Member shall insure the Indemnitees against any product liability, negligence, or other claims arising out of the actual or alleged use or misuse of Member’s products or services, which is expressly included in Member’s indemnification obligation as set forth above.
Limitation of Liability: Member agrees that KNOW’s liability under this Agreement shall not exceed an amount equal to the total monies actually paid by Member to KNOW pursuant to this Agreement. Member further agrees that KNOW shall not, under any circumstances, be liable for any consequential, indirect, indirect, punitive or exemplary damages (including, without limitation, lost profits), even if informed of the possibility of such damages, incurred in connection with the Agreement.
Amendment: KNOW may amend this Agreement at any time and for any reason and will give reasonable notice of any amendments to Member, including by email or posting notice of amendments on the KNOW Website. After receiving notice of any amendments (except for those relating to the amount and date of payment for Memberships, which changes Member must consent to), Member’s continued use and enjoyment of her Membership shall constitute her agreement to the amendments.
Entire Agreement: This Agreement, including all payment authorizations and Addendums or amendments approved by the parties pursuant to the Agreement, constitutes the entire understanding between the parties with respect to the subject matter of the Agreement. The parties agree that there are not and shall not be any agreements or understandings whatsoever between them with respect to the subject matter of the Agreement other than those expressed in writing herein.
No Waiver: No breach of this Agreement or of any provision herein can be waived except by an express written waiver executed by the Party waiving such breach. Waiver of any one breach shall not be deemed a waiver of any other breach of the same or other provisions of this Agreement.
Severability: Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable.
Jurisdiction, Venue and Governing Law; Wavier of Jury Trial: This Agreement and all claims arising under or relating to the Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to the principles of the conflicts of laws thereof. Any suit to enforce this Agreement or to assert any right or remedy under this Agreement shall be brought only in a court of competent jurisdiction located in Maricopa County, Arizona, which shall be the exclusive venue for, and which Court shall have exclusive jurisdiction relating to any such suit. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THE AGREEMENT.
Attorneys’ Fees: If KNOW engages an attorney or collections agency to collect any amounts owed by Member under this Agreement, Member agrees to pay reasonable collection costs, including, without limitation, reasonable attorneys’ fees and collection agent fees. Also, in the event of litigation or other proceedings brought by any party under this Agreement or in connection with this Agreement in any way, the prevailing Party, in addition to any and all other rights and remedies, shall be entitled to recover all of its expenses and costs of litigation, including, without limitation, expert fees, reasonable attorneys’ fees, and costs.