Member Agreement

Member License Agreement

1. This Member License Agreement (also, this “agreement”, “Agreement”, “Member License” or “Member Agreement”) is made by and between Thomas Cottage Enterprises Inc., (also herein, “we”, “us”, “our” or “Licensor”), including our legal successors and assigns, and you, the member (“Member”, “you”, or “your”). This Agreement sets forth a legally binding agreement between Licensor and Member and governs Member’s access and Use of Licensor’s website and any services provided therein (the “Membership Services”). 
2. Membership: Any interaction with any area of our website including, but not limited to, registering as a Member with our website, visiting any of our Members’ areas of our website, enrollment in an educational course, becoming an email subscriber with us, participated in one or more of our social media group(s), participated in a membership program and/or system provided by us, purchased any of our products or services, or simply downloaded any content offered by us on our website constitutes an agreement by you that you are a “Member” and a “Licensee” and that your use of our site, Materials (as defined in Section 4 below) and/or content is considered a “Membership” under this Agreement. Accessing our website with the sole purpose of personal enjoyment or education without accessing any of the above defined areas and/or you only used our site to click on an advertisement, third-party link or external link shall not constitute your using your “Membership” with us as a “Member” and “Licensee” under this Agreement.
3. The Brands and Materials:
   1. The Brands: You acknowledge and agree that we are the sole owner of the following names and brands, and, as applicable, the following internet domain names: “Homesteading Family”, “The Homestead Kitchen Membership”, “homesteadingfamily.com”, www.cwiproperties.com and any variations thereof, including but not limited to any and all designs, logos, trade dress, marks, trademarks (whether or not included in any formal trademark application already or in the future) and branding associated with these names (all these collectively referred to herein as the “Brands”).
   2. The Materials: In connection with your Membership, we have provided and are providing you with access to materials related to your Membership, including content, media of any kind, assets, intellectual property, login credentials, Member’s Participation and Member’s Testimonials (both as defined in Section 6.D. below), Templates (as defined in Section 6.E. below), which hereby include any and all materials, documents and information we provide to you as a general user of our website, whether already or in the future, and also include any and all additional materials, products, documents, and information we provided or offer for sale to you as a Member, whether already or in the future, and which may or may not include or be labeled with the Brands (herein, the “Materials”). 
4. You acknowledge and agree that we are the sole and exclusive owner of the Brands and Materials, and that all our Brands and Materials hereby are, and shall be, considered “corporate documents”, or “Corporate Documents”, as described by the World Intellectual Property Organization (“WIPO”) and in the Digital Millennium Copyright Act of 1998 of the United States, as amended. 
5. Use: Member hereby agrees that any use of the Brands and Materials will only be for lawful purposes and any unauthorized use or prohibited actions will be cause for immediate membership termination. Member further agrees not to use the Licensor’s Brands and Materials:
   1. To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
   2. To violate any intellectual property rights of the Licensor or any third party;
   3. To upload to otherwise disseminate any computer viruses or other software that may damage the property of another;
   4. To perpetrate fraud;
   5. To publish or distribute any obscene or defamatory material;
   6. To publish or distribute any material that incites violence, hate or discrimination towards any group;
   7. To unlawfully gather information about others.
6. Natural Person: Member agrees (i) that Licensor is providing the Materials under this Agreement to you personally, individually and as a natural person, and (ii) that we are providing the Materials to you for your own personal and individual education and development and for no other purpose except as may be provided in this Agreement.
7. Our Grant of License to You: We hereby grant to Member and Member hereby accepts the right, privilege and nonexclusive license to use the Materials solely in connection with Member’s personal individual use; and for no other purpose. Member agrees to NOT share Member’s login credentials, if any, for Licensor’s website or system with any other person or party. Unless otherwise stated by Licensor as to certain Licensor’s Brands or Materials, Licensor represents and warrants that, to the best of its knowledge, it owns all rights and privileges to the Brands and Materials, including but not limited to all rights under any and all applicable intellectual property and general property laws.
8. License Fee: Member represents Member has duly paid Licensor a license or membership fee for the use of the Brands and Materials to which Member has been given access by Licensor. If a Member has obtained unauthorized access to certain member areas or to Materials for which the Member hasn’t paid, such Member is in material breach of this Agreement, including Licensor’s Terms & Conditions.
9. Non-exclusivity: Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Brands or Materials or from utilizing or modifying the Brands or Materials in any manner whatsoever. Member agrees not to interfere in any manner with, or attempt to prohibit the use of the Brands and Materials by, any other person duly licensed by Licensor.
10. Protection of Our Title & Rights: Member agrees that it will not, during the term of this Agreement, or thereafter attack the title or infringe on any rights of Licensor in and to the Brands and Materials or attack the validity of the license granted herein. It is agreed that nothing contained in this Agreement shall be construed as an assignment or grant to the Member of any right, title or interest in or to the Brands and Materials, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Member of the right to use the Brands and Materials only as specifically and expressly provided in this Agreement.
11. Member’s Participation and Testimonials. Member hereby authorizes Licensor to use any and all photographs, digital images, any recordings of Member’s voice, videos or other likeness of Member and text provided by Member as part of Member’s participation in any of Licensor’s production of any of Licensor’s content or Materials (“Member’s Participation” or “Member’s Testimonial”). Licensor’s standard practice in publishing its Member’s Testimonials includes the publication of Member’s first name and last initial, Member’s state, province and/or country of residency, and/or a small (no greater than 300px by 300px) photo of Member, along with a small (not exceeding 500 words) amount of the text-copy (or reasonable paraphrasing or translation of the text-copy) provided by Member. Member hereby agrees that effective immediately and until the termination or expiration of this Agreement, Member will be deemed to have assigned, transferred and conveyed to Licensor any trade rights, equities, goodwill, titles or other rights in and to the Brands and Materials which may have been obtained by Member or which may have vested in Member in pursuance of any endeavors covered hereby, including without limitation Member’s Participation and/or provision of any Member’s Testimonial. Any such assignment, transfer or conveyance shall be without compensation or consideration other than the mutual covenants and considerations of this Agreement. Member recognizes that there exists great value and goodwill associated with the Brands and Materials, and acknowledges that the Brands and Materials, and that all rights therein and goodwill pertaining thereto, belong exclusively to Licensor, and that the Brands and Materials have a secondary meaning in the mind of the public. Member also agrees, represents and warrants that Member’s Participation and/or Member’s Testimonial shall in no way infringe upon the intellectual property rights of any third party.
12. Use of Brands, Materials and Templates: Member shall have no right to affix the Brands or Materials to any building, sign, merchandise, image, website or webpage, document or other item, whether online or offline, without first obtaining Licensor’s express written consent, which consent shall be at the sole discretion of Licensor. Member shall have no right to copy any of the Brands or Materials, without first obtaining Licensor’s express written consent, which consent shall be at the sole discretion of Licensor. Member shall have no right to modify any of the Materials without first obtaining Licensor’s express written consent, which consent shall be at the sole discretion of Licensor. Member hereby promises that if Member receives Licensor’s express written consent, Member’s use of the Brands or Materials, whether directly or by association, (i) shall not in any way reflect negatively on Licensor’s Brands, Materials or on Licensor, in general, and (ii) shall be and are fully compliant and complimentary with any applicable laws, regulations, corporate rules and guidelines. If or when Licensor provides Member with a part of the Materials as a template for Member’s modification and personal individual use or for use with Member’s Entities (the “Template”), Member may copy and modify the Template as long as Member’s use and modifications of the copy of the Template fully comply with Licensor’s written instructions for the Template and with the terms of this Agreement. After Member’s full compliance with Licensor’s written instructions for modifying the Template (thereafter “Member’s Modified Template”), Member may affix Member’s Modified Template to any website or webpage, document or other item, whether online or offline. Member further agrees to fully complete and comply with Licensor’s written instructions for the Template including without limitation any attribution or copyright-notice instructions. Member also acknowledges and agrees that Licensor shall retain full and exclusive ownership of Licensor’s Template, which Licensor may update and modify from time to time at its sole discretion.
13. Ownership of Brands and Materials: Member agrees that the Brands and Materials are the sole property of Licensor and that Member has no interest whatsoever in such Brands and Materials, and Member shall use the Brands and Materials only for so long as the license granted hereby remains in full force and effect. Member shall not take any actions, or aid or assist any other party to take any actions that would infringe upon, harm or contest the proprietary rights of Licensor in and to the Brands and Materials. Any information that Member is exposed to by virtue of their relationship with Licensor under this Agreement, which information is not available to the general public, including without limitation the Materials and Licensor’s Templates, shall be considered to be “Confidential Licensor Information.” Member may not disclose any Confidential Licensor Information to any person or entity, except when and where compelled by law, unless Member obtains prior written consent for such disclosure from Company.
14. Lifetime Access: If at any time Licensor offers Member “Lifetime Access” to any part or all of the Materials, “Lifetime Access” shall mean Member’s license rights granted hereunder and rights to use the Materials may be terminated by Licensor immediately with or without notice and without the opportunity to cure should any of the following events occur: (i) the death of Member, or (ii) the end of Licensor’s business as a going concern, including, for example and without limitation, by its bankruptcy, or (iii) the end of, or disability for greater than 12 months of, Licensor’s access to and use of the internet, which is the primary platform or system by which the Materials are delivered to Member, or (iv) Member shall fail or refuse to perform any other obligation created by this Agreement or Member breaches any term or condition of this Agreement or any other agreement between Member and Licensor or its affiliates, or (v) Member has made any misrepresentations relating to the acquisition of the license granted herein, or (vi) Member engages in conduct which reflects unfavorably on the Brands and Materials or upon the operation and reputation of Licensor’s business. “Lifetime Access” shall not include Member’s access to any social media forums, groups or pages sponsored by Licensor, any Materials expressly excluded by Licensor, or any Materials labeled by Licensor as available for a limited time. Member may not terminate this Agreement. In the event of termination of this License for any reason, Member shall immediately cease all use of the Brands and Materials and shall not thereafter use any material, name, mark or trade name similar thereto. Termination of the license under the provisions of this subsection shall be without prejudice to any rights which Licensor may otherwise have against Member.
15. Relationship of Parties. Member shall not in any manner or respect be the legal representative or agent of Licensor and shall not enter into or create any contracts, agreements, or obligations on the part of Licensor, either expressed or implied, nor bind Licensor in any manner or respect whatsoever; it being understood that this Agreement is only a contract for the license of the Brands and Materials. Nothing herein contained shall be construed to place the parties in the relationship of partners or joint-venturers or of franchisor / franchisee. This Agreement and all rights and duties hereunder are personal and individual as to Member and Member shall not, without the written consent of Licensor, which consent shall be granted or denied in the sole and absolute discretion of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by Member or by operation of law. This Agreement may not be waived or modified except by an express agreement in writing signed by both parties by non-electronic signature. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement with respect to its subject matter, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party within the time provided by applicable law may commence appropriate legal proceedings to enforce any or all such rights.
16. Third Party Services: Certain Membership Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content and/or materials (“Third Party Services”). Licensor does not control any Third-Party Services. Licensor makes no claim or representation regarding the Third Party Services and accepts no responsibility for the quality, content, nature, or reliability of Third Party Services. There is no implied affiliation, endorsement, or adoption by the Licensor of these Third Party Services and Licensor shall not be responsible for any content provided on or through these Third Party Services.
17. Termination: This Agreement shall continue until terminated by either Licensor or Member. For monthly memberships, in order for Member to cancel, a written notice must be provided to Licensor, 10 days before the Member’s next billing cycle.
    1. This Agreement may also be immediately terminated in the event that there is a breach of the terms of this Agreement by either the Member or Licensor. This Agreement will also immediately terminate upon the death of the Member, the inability of the Member to pay the Fees requires, the liquidation or discontinuance of the Licensor in any manner, or the filing of any petition by or against the Licensor under federal or state bankruptcy or insolvency laws.
18. Representation: Member agrees and represents that they are over 18 years of age and may legally consent to and enter into this Agreement.
19. Member agrees to defend, indemnify and hold harmless Licensor, its officers, affiliates, directors, agents, and employees from and against any and all property damage, personal injuries or death, and other liability, loss, cost, expense, or damage, including, without limitation, court costs and reasonable attorney’s fees arising out of Member’s personal individual conduct, actions or inactions, and/or from Member’s breach of any of the terms of this Agreement, Licensor’s Terms and Conditions or Privacy Policy.
20. Entire Agreement: This Agreement constitutes the entire understanding between Member and Licensor with respect to any and all use of the Membership Services. This Agreement superseded and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the relationship between Member and Licensor.
21. Survival: Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.
22. Severability: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, this remainder of this Agreement shall continue in full force.
23. Dispute Resolution: In case of a dispute between Member and Licensor relating to or arising out of this Agreement, the parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Member and Licensor shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in Section 15 of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add any party, vary the provisions of this Agreement, aware punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal and state law of Idaho. Member and Licensor hereby agree to each pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual Property claims by Licensor will not be subject to arbitration and may, as an exception to this subpart, be litigated. Member and Licensor, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
24. Governing Law: This Agreement shall be governed by and construed in accordance with the internal laws of Idaho without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Boundary County, Idaho.
25. Counterparts: This agreement, and any other agreements we may enter into with you later, may be executed in several counterparts or by separate actions between or among its parties, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. You understand and agree that your accessing and using the information on this website constitutes your complete assent, and, as applicable, the assent of the company, group or organization you represent, to all of these terms and conditions, which shall be considered valid, binding and effective for all purposes.
26. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each a “Notice”) shall be in writing and addressed to the Licensor and Member. All Notices from Licensor to Member relating to this Agreement will be sent to the email address Member provided to Licensor. Any Notices from Member to Licensor relating to this Agreement, must be sent to the following email address: [email protected], including the word “membership” in the subject line. A Notice is only effective if (i) the receiving party has received the Notice and (ii) the party giving the Notice has complied with the requirements of this section.