THE BLUE MARBLE GROUP
By entering into this Member Agreement (hereinafter “Agreement”), you (hereinafter “Member” “You” or “Your”) agree that by requesting products and/or the performance of services on Your behalf from The Blue Marble Group Inc. (hereinafter “TB”) or using any online TB services or features (collectively, “TB Services”) that You will comply with the terms and conditions as set forth herein. You also agree that You have had an opportunity to review this Agreement in full and to consult advisors (including Your attorney) as You may determine appropriate.
1. MEMBERSHIP, FEES, RENEWALS AND PENALTIES
a. Be nice to TB staff, suppliers, other Members and Introductions.
b. Pay your bills on time.
c. TB may act on Your behalf purchasing goods and/or services in the course of fulfilling Your requests. You hereby agree to make prompt payment and/or authorize TB to deduct any payments due for such goods and/or services by using Your credit card and/or ACH information on file.
d. Annual Membership Fees must be paid in full upon acceptance of Membership and are non-refundable.
e. TB reserves the right to cancel or suspend a Member account.
f. Products and Services shall be provided at the rates listed in TB Rate Card or via custom quote (when applicable).
g. The non-payment of any balance owed to TB following seven (7) days after receipt of invoice from TB, may result in the termination of this Agreement and the termination of Your Membership. In the event that termination of this Agreement occurs for such non-payment, the following provisions shall remain in effect: Sections 3, 4, 6, 7, 8, and 9.
2. PRODUCT & SERVICE PAYMENT AND CANCELATION
a. Members choose the products and services that best suit their needs. TB acknowledges that those needs are subject to change.
b. Member’s may cancel any service by providing thirty (30) days written notice (unless agreed to separately for a specific engagement or service).
c. Most Products and services dot not allow exchanges or returns.
a. TB is committed to maintaining the highest degree of confidentiality allowable by law for its Members. TB requires all employees, independent contractors, officers, agents and any other individuals and entities who come into contact with any TB Member or information that concerns TB Members to execute our confidentiality agreement (the “Confidentiality Agreement”).
a. Neither You nor any of Your family members, employees or other agents may solicit or hire any employees of TB, independent contractors of TB, or any other individuals introduced to You by TB (with the exception of the hiring through a Staffing Services agreement) during the term of this Agreement and for a period of two (2) years following the date of this Agreement.
b. You agree that neither You nor any of Your family members, employees or other agents will not solicit any other Members or prospective Members of TB or other individuals that would be considered part of TB’s customer base for any business that competes with TB.
a. TB shall receive authorization from Members before incurring expenses for any Request.
b. An independent CPA firm will perform accounting for all TB Services with a cost greater than $100,000 .
6. ASSUMPTION OF RISK
a. You acknowledge and agree that there are inherent risks and dangers associated with travel, events, experiences, activities and other Requests that you may ask TB to fulfill. You attest that if you choose to participate in such activities in connection with a TB Request that You are qualified, in good health, and in proper physical condition to participate therein and that You knowingly and voluntarily, accept, and assume responsibility for all risks and dangers that could arise out of, or occur during, Your participation in such activities.
7. LIMITATION OF LIABILITY AND INDEMNIFICATION
a. You agree that, to the fullest extent permitted by law, TB’s liability for any claim, breach or damage by reason of any act or omission shall be limited to repayment of TB’s profit margin, as paid by You solely for the specific product or service being disputed. You agree that, to the fullest extent permitted by law, TB shall not be liable for any claims for emotional distress, mental anguish, personal injury, accident, illness, death, consequential damages, lost profit, loss of enjoyment, lost revenues, replacement costs, property loss, compensatory damages and/or punitive damages, whether or not foreseeable and/or arising from any negligent act or omission on the part of any person, vendor, or guest of any event, experience, trip, travel, or activity. TB’s employees, agents, shareholders, officers, directors, members and/or managers shall not in any manner be personally liable for any acts or omissions and Client hereby waives any rights to seek relief from any such individuals.
b. TB is not liable for any product defects or imperfect resources or provided by Vendors and You waive any right to pursue any claim or cause of action against TB for such. TB is not responsible for any items lost, stolen or damaged during any experience, event, trip, travel or activity and You agree to hold The Blue harmless for any such loss or damage. The Blue is not liable for any illness or injury resulting from the service of food or beverages provided by Vendors.
c. You agree to indemnify, defend and hold harmless TB and Rey Flemings, including its officers, directors, employees, agents and heirs and assigns, from any and all liability, costs, damages and attorneys’ fees resulting from or relating to any claims in any way connected with any experience, event, product, service, trip, travel, or activity, except to criminal negligence or misconduct by The Blue and its direct employees. This indemnity, defense, and hold harmless provision extends to any damages caused by the You or Your guests or attendees in connection with any experience, event, product, service, trip, travel, or activity produced by TB.
a. Entire Agreement. This Agreement constitutes the entire agreement between You and TB regarding Your membership in the TB membership and services. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between You and TB relating to Your use of the Services (including, without limitation, any prior versions of this Agreement).
b. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, You and TB agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of You and TB, and that the remaining provisions shall remain in full force and effect.
c. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to its principles regarding conflicts of law.
d. Agreement Binding on Successors. The provisions of this Agreement shall be binding upon and shall inure to the benefit of You and TB, and the heirs, administrators, successors and assigns of You and TB.
e. Survival of Terms. Sections 3, 4, 6, 7, and 8 shall survive termination of this Agreement.
g. Assignment and subcontracting:
h. TB may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
i. The Member shall not, without the prior written consent of TB, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Member Agreement as of the Effective Date.
THE BLUE MARBLE GROUP INC.