MUTUAL STANDARD MEMBERSHIP COMMITMENT AGREEMENT
We, (collectively including the officers, employees, agents, successors, and assigns of WHOGGGA LLC, known as “Us” or “We”), want to welcome You, the “whogggi”, to whoggga! By joining us, you agree to the following commitments to which all whoggga members must adhere. These commitments may change from time to time, and it is your responsibility to adhere to them.
You agree to refrain from any of the following conduct and/or actions. You shall never engage in selling or marketing tactics to your fellow whogggis. You will not distribute marketing materials or business cards. You will never give an “elevator pitch”, or have “commission breath.” Essentially, don’t do anything you would do at a traditional networking meeting. You agree to use the whogggApp and www.whogggApp.com as a platform to express yourself authentically, with your authentic voice, while respecting the boundaries of professionalism and fostering a positive and inclusive environment.
You agree to never discriminate against anyone for the reasons of actual or perceived race, creed, color, religion, alienage or national origin, ancestry, citizenship status, age, disability or handicap, sex, gender, perceived gender, marital status, veteran status, sexual orientation, genetic information, arrest record, housing, credit, employment, or any other characteristic protected by applicable federal, state or local laws. You shall inform your Chief whogggi Officer of any violations of conduct.
There are no non-competition, nor non-solicitation prohibitions as a member of whoggga.
IMAGE AND LIKENESS
You hereby grant to us, and our agents, employees, licensees, heirs, administrators, successors, and assignees, the right to record your image, likeness, and/or voice, on any digital recordable media, videotape, audiotape, or any media otherwise currently known, unknown, or yet invented, in connection with whoggga events. Further, that said recording may be distributed or transmitted in any manner by us, as well as our agents, successors, licensees, and/or assignees, so long as the use of said material is in compliance with Federal obscenity laws.
You shall not use your membership in whoggga to indiscriminately send unsolicited advertisements and messages, including but not limited to e-mail, mail, instant messaging, social media, MMS, or newsletters. You shall not sell or disclose membership lists to any party that will do the above.
During your time as a whogggi, you will receive certain “Proprietary Information”. You shall not disclose any of the “Proprietary Information”, to any party, except as specifically set forth within. “Proprietary Information” is hereby defined as any trade secrets, confidential, or proprietary information by the parties, including, without limitation, any information, documents or other correspondence whether communicated in writing, electronically or orally, which contains information or data which is not known to the public, including but not limited to, that which relates to internal documents, methods of operation, methods of processes, research and development, product information, new product plans, practices, business methods, business affairs, tools and techniques, sales plans, marketing plans, sales programs, marketing programs, pricing information, financial information, employee files or other employee information strategic alliances or finances, financial statements, costs and expense data, client lists and data, marketing and customer data, risk management strategies, recovery strategies, other trade secrets, and any and all other such information as may be supplied by us, which is not generally ascertainable from public or published information. All information which is disclosed by a Disclosing Party shall be presumed to be Proprietary Information and “confidential” unless otherwise specifically identified in writing by the Disclosing Party, and such Proprietary Information shall at all times remain our exclusive property. You shall not disclose, reproduce, copy, publish, transmit, or reveal, in any way, any of the Proprietary Information, to any party, except if we expressly authorize you to disclose; or, where you are required to disclose it to
comply with the law or a Court Order. Your membership in whoggga does not grant you any intellectual property rights. This paragraph with regard to confidentiality shall survive any termination of this Agreement.
No breach of this agreement shall be deemed material unless the party alleging such a breach shall have given written notice of said breach to the other party, via certified mail, return receipt requested, and such other party fails to cure such breach within thirty (30) days, after receipt of
said notice. Waiver of a breach of any provision of this agreement shall not be deemed or construed to be a waiver of any subsequent breach. The parties agree that any breach or threatened breach of this Agreement by you would cause not only financial harm, but irreparable harm to us; that money damages will not provide an adequate remedy. In the event of a breach or threatened breach of this Agreement by you, we shall, in addition to any other rights and remedies it may have, be entitled to specific performance, including an injunction (without the necessity of posting any bond or surety) restraining the you from disclosing or using, in whole or in part, any Proprietary Information. Additionally, we shall be entitled to injunctive and such other and further relief, including a stipulated liquidated damages amount of $100,000.00. You shall also pay our costs and expenses, including, but not limited to, a mutually agreed reasonable attorneys fee of 33 1/3% (thirty-three and one-third percent) of the amount due and owing, with
interest to be calculated and compounded at a rate of 1 ½% (one and one-half percent) per month, per annum. The parties hereby waive the claim or defense that there is an adequate remedy at law, and no party shall urge in any such action or proceeding, the claim or defense that any such remedy at law exists. The parties acknowledge that the foregoing covenant is a principal and indispensable element required for the protection of the personal and professional goodwill of the parties, and that each of the parties has given full thought and consideration to the reasonableness of same.
WARRANTIES AND DISCLAIMERS
We explicitly disclaim any warranties or representations with regard to any business you may or may not receive as a result of your membership in whoggga, and disclaim any implied warranties of merchantability, or fitness for a particular purpose. We are not responsible for any actions of any individual whogggis to any other whogggi. We do not assume any responsibility for any injuries or damages that may occur during any event. You will defend, indemnify and hold us harmless from any and claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) that arise out your acts or omissions.
In the event you no longer wish to be a whogggi, you may terminate your membership at any time, but the Confidentiality provisions of this Agreement survive any termination. You also understand that no refunds or pro-rata returns will be given to you, regardless of the nature of the termination. We reserve the right to terminate your membership for any violations of any of these commitments.
AUTHORITY TO SIGN
The parties warrant and represent that they have full power and authority to enter into this Agreement, and is under no disability or prohibition that would prevent the performance of the obligations hereunder. The parties will not enter into any other agreements during the term of this agreement, which might materially interfere with the ability to perform their obligations hereunder. The parties acknowledge that they may obtain independent legal counsel, regarding the rights and obligations of this agreement.
RELATIONSHIPS BETWEEN THE PARTIES
This agreement does not and shall not be construed to create a partnership, joint venture, or any other business enterprise or entity, between the parties. No promises or inducements have been made by either party to the other, except as expressly provided herein.
This agreement shall be construed in accordance with the Laws of New York State. The parties agree that in the event you wish to enforce the terms of this Agreement, exclusive jurisdiction shall be fixed in the Supreme or District Court of Suffolk County, State of New York. This agreement constitutes the entire understanding between the undersigned parties, and supersedes any and all previous agreements, whether written or oral. Whenever the text requires, the use of a singular number shall include the appropriate plural number as the text of the agreement may require, and vice versa. All pronouns shall be deemed to be the masculine, feminine, neutral, singular, or plural as the identity of the person or persons may require. If any provision of this agreement is held void or unenforceable, it shall not affect the enforceability of any other term or condition in this agreement, and shall not void any liability of any party to this agreement. A facsimile or electronic copy of this Agreement shall be deemed an original for all purposes, and may be signed in counterparts.