Member Agreement Between Ureeka and Member for Use of the Service

Effective date: August 1, 2019

1. Acceptance. By clicking “I accept” (or any similar indicia of acceptance), you (“Member” sometimes referred to as member, client, small business, small business owner, entrepreneur, etc.) agree to comply with the terms of service set forth in this Agreement between Ureeka and Member for use of the Service (“Agreement”). IF YOU SUBSCRIBE TO THE Member SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT UREEKA’S THEN-CURRENT FEE FOR SUCH Member SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL OR DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 9 BELOW.
2. Terms of Service. This Agreement is incorporated by reference into the Ureeka Terms of Service for the Service (www.ureeka.biz/legal/tos) (“Terms”). Capitalized terms used but not defined in this Agreement have the meanings given in the Terms or in context, as applicable, and all other terms defined in this Agreement have the meanings provided in context. To the extent there is a conflict between the Terms and this Agreement, this Agreement will govern solely to the extent of the conflict.
3. Service. Member will have the option to use Ureeka’s Member Services described at www.ureeka.biz/legal/services (the “Member Services”) and Specialist Services (defined below) described on the Service. Member acknowledges and agrees that Mentors and Coaches may change at any time without prior notice to Member and that Mentors and Coaches are providing general business advice, which Member relies on completely at its own risk. Member waives any claims against Ureeka, Mentors and Coaches with respect to the foregoing.
4. General Payment Terms. Member agrees to pay all fees for the Member Services and Specialist Services (if applicable) in accordance with the fees and billing terms in effect at the time a fee is due and payable by any payment method agreed to by Ureeka (e.g., ACH, credit card or PayPal) (“Payment Methods”). If Member pays by credit card, Member must provide Ureeka with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Member’s Payment Provider agreement governs its use of the designated credit card and it must refer to that agreement and not this Agreement to determine its rights and liabilities. By providing Ureeka with payment information for the applicable Payment Method, Member agrees that Ureeka is authorized to immediately charge Member’s Account for all fees due and payable to Ureeka in connection with the Member Services and that no additional notice or consent is required. Member agrees to immediately notify Ureeka of any change in Member’s billing address or the credit card account used for payment hereunder. Ureeka reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Service or by e-mail delivery to Member. The foregoing payment obligations in this Section 4 will not apply to Members who have been granted access to the Service through an entrepreneurship service organizations (“ESO”) that has an active and valid agreement with Ureeka under which the ESO pays the fees for the Service for such Member.
5. Member Services Fees. Member will be responsible for payment of the applicable fee for (i) any Member Service (the “Service Subscription Fee”) at the time it creates its Account and select its annual package (i.e., the Service Subscription Fee will be due in advance) and (ii) any add-on Member Services (e.g., additional hours of coaching) that it purchases from time to time. For clarity, such add-on Member Services do not include Specialist Services. All fees for the Member Services are non-refundable. No contract will exist between Member and Ureeka for any Member Service until Ureeka accepts Member’s order by a confirmatory e-mail or other appropriate means of communication.
6. Specialist Fees. The Service may also provide you with an opportunity to purchase premium services and features offered by Specialists (“Specialist Services”). The prices for Specialist Services will be set forth on the Service. All fees for the Specialist Services are non-refundable. No contract will exist between Member and Ureeka for any Specialist Service until Ureeka accepts Member’s order by a confirmatory e-mail or other appropriate means of communication. If you purchase Specialist Services through the Service, then any problems or support issues must be resolved with the applicable Specialist, unless otherwise set forth on the Service.
7. Taxes. The payments required under this Agreement do not include any Sales Tax (defined below) that may be due in connection with the Member Services or Specialist Services. If Ureeka determines it has a legal obligation to collect a Sales Tax from Member in connection with this Agreement, Ureeka shall collect such Sales Tax in addition to the payments required under this Agreement. If any fees under the Agreement are subject to any Sales Tax in any jurisdiction and Member has not remitted the applicable Sales Tax to Ureeka, Member will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and Member will indemnify Ureeka for any liability or expense Ureeka may incur in connection with such Sales Taxes. Upon Ureeka’s request, Member will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
8. Withholding Taxes. Member agrees to make all payments of fees to Ureeka free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Ureeka will be Member’s sole responsibility, and Member will provide Ureeka with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
9. Automatic Renewal. Member’s subscription for Member Services will continue indefinitely until terminated in accordance with this Agreement or the Terms. After Member’s initial subscription period, and again after any subsequent subscription period, Member’s subscription for the Member Services will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Ureeka’s then-current price for such subscription. Member agrees that its subscription will be subject to this automatic renewal feature unless it cancels its subscription at least 30 days prior to the Renewal Commencement Date. If Member cancels its subscription, Member may use its subscription until the end of Member’s then-current subscription term; its subscription will not be renewed after Member’s then-current term expires. However, Member will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, Member authorizes Ureeka to charge Member via the applicable Payment Method now, and again at the beginning of any subsequent subscription period. Upon renewal of Member’s subscription, if Ureeka does not receive payment from Member via the Payment Method, (a) Member agrees to pay all amounts due on its Account upon demand; and/or (b) Member agrees that Ureeka may either terminate or suspend its subscription and continue to attempt to charge Member via the applicable Payment Method until payment is received (upon receipt of payment, Member’s Account will be activated and for purposes of automatic renewal, Member’s new subscription commitment period will begin as of the day payment was received).
10. Anti-Circumvention. During the period in which a Consultant (as defined in the Terms) is performing services for Member and for 12 months thereafter (the “Protection Phase”), Member may not engage that Consultant outside of the Service without Ureeka’s written consent. If a Consultant has been brought to Member by Ureeka, but Member chooses not to engage that Consultant through the Service, Member may not engage that Consultant without Ureeka’s consent.
11. Effects of Termination. Sections 3 (last sentence only) through 13, and any liabilities or payment obligations that have accrued prior to termination will survive such termination.
12. Changes. Changes to this Agreement will be binding upon a party who confirms such change in writing, including via electronic mail, if such writing specifically refers to this Agreement.
13. Miscellaneous. (a) Excepting the arbitration provisions in the Terms, which are governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., this Agreement will be governed by California law, and all disputes will be heard only in state or federal court in San Francisco, California. Any legal fees and expenses relating thereto will be awarded to the successful party; (b) This Agreement, together with any Ureeka rules or policies (including the Terms) referred to herein, represents the complete agreement between Member and Ureeka concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter; (c) Any notice hereunder must be given in writing by electronic mail to Ureeka at legal@ureeka.biz (if made by Member to Ureeka) or to the Member email provided to Ureeka or updated in the Service (if made by Ureeka to Member); (d) This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties; (e) The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed, if reasonably possible, only to the extent necessary to make it enforceable; (f) The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party, and do not alter any terms of this Agreement; and (g) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement.