Wicked Good Mom Media

ONLINE MEMBERSHIP AGREEMENT

THE PARTIES

This Online Membership Agreement (hereinafter, “Agreement”) is made and entered into this by and between Wicked Good Mom Media, LLC, a Massachusetts limited liability company with a primary place of business in South Weymouth, MA (“WGMM”) and the individual completing this purchase and enrolling as a member (“Momber” or “you,” each a “Party” and collectively the “Parties”).

By enrolling online and submitting payment upon enrollment, the Momber acknowledges that they have read this Agreement and agree to be bound by the terms and conditions set forth below, including the refund policy.

SECTION 1. MEMBERSHIP

1.1       This Agreement forms a legally binding agreement between the Momber and WGMM and governs the Momber’s access to and use of the WGMM website, platform and any services thereon or related to the Momber’s membership (“Mombership,” collectively the “Services”).

SECTION 2. MEMBERSHIP SERVICES

2.1       Membership Services, Features and Materials.  Through the Mombership, all Mombers will have access to the following Services:

• Access to WGMM’s Private Online Community (“Forum”) and Website.
• Access to Member-only events. Events may be free or require a paid admission.
• Early access to any Wicked Good Mom Media signature events (which may include Boston Moms Mummies Night Out, Donuts with Santa and other events throughout the year).
• Exclusive offers and discounts from Wicked Good Mom Media partners.
• Wicked Good Mom Media Merchandise Store discount.
• Wicked Good Mom Media MOMBER Social Media Badge.
• Welcome packet mailed to the Momber

2.2       WGMM reserves the right to add or reduce services and features to the Services in its sole discretion at any time.  Mombers will be provided with as much notice of such changes as is commercially reasonable.

SECTION 3. MOMBER ASSENT & ACCEPTANCE

3.1       By purchasing and participating in the Services, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, do not complete your purchase and cease your participation in the Services immediately. If you do so after purchase, you will not be entitled to any refund. WGMM only agrees to provide the Services to you if you assent to this Agreement.

SECTION 4. REGISTRATION

4.1       Momber Information. As a participant in the Services, you will be asked to register with us. When you do so, you will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name, home address and a photo for use within the inline community.  You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in the Services. You must not share such identifying information with any third party, and if you discover that your identifying information has been compromised, you agree to notify us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information.

4.2.      Billing Information. The billing information you provide us, including credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information or using the Services or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.  For further details, please refer to the Privacy Policy.

SECTION 5. RESTRICTION ON MEMBERSHIP

5.1       Mombers be at least 18 (eighteen) years of age to use this Website and participate in or access any Services contained herein. By participating in and accessing the Services, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. WGMM assumes no responsibility or liability for any misrepresentation of your age.  WGMM may, without notice revoke access to the Services for any Mombers who WGMM determines or believes are under the age of 18.

5.2       WGMM’s Forum, and the Momber group is a private membership group.  As such, to maintain an environment for the Mombers that is aligned with WGMM’s mission and creates an environment where Mombers feel safe participating in the Services, membership is limited to female-identifying persons in a maternal role, including but not limited to non-gestational parents, stepparents, aunts caring for children, grandparents, etc.  WGMM reserves the right to deny membership on this basis, or for any or no reason in its sole discretion.

SECTION 6. MOMBERSHIP TERMS

6.1       Information Sharing. The Mombership, or access to and use of the Materials or Services may not be shared by you with any party. If WGMM suspects that access to and use of the Mombership, Services or Materials are being shared and/or that you have shared your log-in information with any party, WGMM reserves the right to immediately terminate your access to the Services, in WGMM’s sole and exclusive discretion.  No refund will be issued in the event of termination under this Section.

6.2       Mombership Covenants. WGMM does not offer any promises or guarantees with regard to our Services or Materials. You hereby acknowledge and agree:

6.2.1    You are solely and exclusively responsible for the choices that you make with regard to this Mombership, Services, and the Materials contained within it;

6.2.2    WGMM is not liable for any result, non-result or consequences which may come about due to your participation in the Services; and,

6.2.3    If you share your own confidential information with other Mombers on the Forum or elsewhere while using or participating in the Services, such information may no longer be deemed confidential.

SECTION 7. MOMBER INTERACTION

7.1       WGMM hereby expressly disclaims any and all responsibility for the actions, interactions, conduct, communications or other relationships of any Mombers through the Services or otherwise. WGMM makes no warranties, representations, guarantees, or other promises or covenants with regard to any Momber or their conduct.

Momber hereby acknowledges and agrees that WGMM is not responsible or liable in any way for Member’s interactions with others and that Member’s actions and interactions are Member’s sole and exclusive responsibility.

SECTION 8. LICENSE TO USE WEBSITE & ACCESS MEMBERSHIP MATERIALS AND SERVCIES

8.1       Subject to this Agreement, WGMM grant you an individual, non-exclusive, limited, non-transferable and revocable license to use the Momber Social Media badge and any other provided Materials (collectively, “Materials”) solely in connection with your participation in the Services and your use of the Website. WGMM reserves all rights in and to the Materials and your use of the Materials under this limited license does not create or transfer any rights or interests in the Materials to you.  This license terminates upon your completion of the Services, your cessation of use of the Services or the Website, or at the termination of this Agreement.

8.2       You may not use the Materials for any commercial or other purpose, whether for your benefit or for the benefit of a third party, other than for your own personal use.  Use of the Materials in any way that breaches this Section 8 shall be grounds for immediate termination of your access to and use of the Services and Materials.  No refund will be issued in the event of termination under this Section.

SECTION 9. INTELLECTUAL PROPERTY

9.1       You agree that the Materials, the Services, Forum, and the Website provided by WGMM are the property of WGMM, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“WGMM IP”). You agree that the WGMM owns all rights, title and interest in and to the WGMM IP and that you will not use the WGMM IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the WGMM IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the WGMM.

9.2       Use of the Materials in any way that breaches Sections 8 or 9 shall be grounds for immediate termination of your access to and use of the Website, Services and Materials.  No refund will be issued in the event of termination under this Section.

SECTION 10. CONTENT YOU POST

10.1     Momber Contributions. Through your participation in the Services and your use of the Website you may be permitted to post materials to the Forum and other parts of the Website (“Momber Contributions”). You hereby grant WGMM a royalty-free, non-exclusive, irrevocable, worldwide license to copy, display, use, broadcast, transmit and make derivative works of Momber Contributions you post. The WGMM claims no further proprietary rights in your Momber Contributions.

10.2     Momber Compliance. You agree to comply with the “Acceptable Use” provision of this Agreement for all Momber Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your Mombership Contributions.

10.3     Momber Intellectual Property. If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another Momber to the Forum or other Services, please contact WGMM.

SECTION 11. ACCEPTABLE USE

11.1     Acceptable Use. You agree not to use the Services, Website or Forum for any unlawful purpose, or any purpose prohibited under this Agreement. You agree not to use the Mombership, Services, or Materials in any way that could damage the Forum, Website, Services, or general business, or disrupt the Services of WGMM.

You further agree not to use the Forum, Services or the Website:

• To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
• To violate any intellectual property rights of WGMM, other Mombers, or any third party;
• To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
• To perpetrate any fraud;
• To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
• To publish or distribute any obscene or defamatory material;
• To publish or distribute any material that incites violence, hate, or discrimination towards any group;
• To unlawfully gather information about others; and,

11.1.9 To refrain from discussing, posting or otherwise addressing the following topics (“Banned Topics”) during your use of the Services:

• Weight-loss products (OTC or prescribed, including but not limited to medication, herbal or other ingestible remedies, products, gadgets or equipment);
• Coaches or coaching services (including but not limited to life coaches, parenting coaches, weight and nutrition coaches);
• Politics; and,
• Self-promotion of your business

WGMM may, in its sole discretion and without notice, but has no obligation to do so, remove any posts from the Forum which include Banned Topics or which contradiction WGMM’s mission or violate any other terms if this Agreement.

WGMM may, in its sole discretion, suspend or immediately terminate the Mombership and access to/use of the Services for any Momber violating this Section 11.  No refunds will be issued for termination under this Section 11.

SECTION 12. PAYMENT & FEES

12.1     Fees. Membership Fees (“Fees”) applicable to the Membership Services and Materials are as follows: $27 per month, or $299 if paid in full for one year.  WGMM reserves the right to increase the Fees but will not do so more than once per calendar year.

12.2     Payment.  You must provide payment via credit card at the time of enrollment.  By submitting this payment information, you are authorizing WGMM to process Fees as detailed below, based on the membership type selected as time of enrollment.

By enrolling, you authorize WGMM to charge the credit card for the agreed upon Fee(s), per the terms of this Agreement.  You understand that your information will be saved for future charges automatically each billing period.  You agreed to immediately notify WGMM and update your credit card information if it changes.

12.2.1 Annual Membership.  Payment in full is due at the time of enrollment and each subsequent renewal.  Mombership shall renewal atomically on the anniversary of your initial enrollment.

12.2.1 Monthly Membership.  Payment for your first month is due at the time of enrollment.  Each subsequent monthly payment shall be billed against the payment method provided at the time of enrollment.

12.3     Chargebacks.  WGMM has a clear refund policy; therefore, WGMM does not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company. If a chargeback is placed by Momber, or Provider receives a chargeback threat during or after Momber’s payment for membership Services, WGMM reserves the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address.

SECTION 13. THIRD-PARTY RESOURCES

13.1     WGMM may provide links to third-party websites. Some of the links provided through the Site may be affiliate links controlled by third parties or links to products and services for which WGMM earns an affiliate fee, referral fee, or commission (collectively “Affiliate Links”).  WGMM shall use reasonable efforts to provide notice of any affiliate relationship to a link on the Website, in the Forum, or in communications to you from WGMM.  WGMM has no control over, cannot guarantee, and is not liable for the content or functionality of Affiliate Links or for the consequences of following such Affiliate Links. By clicking on an Affiliate Link on the website or related communications, you expressly accept liability for any and all consequences of visiting the third-party Website or purchasing any goods or services therefrom.

SECTION 14. LIMITAION OF LIABILITY

14.1     The Services and Website are provided for informational purposes only. You acknowledge and agree that any information posted or shared in the Forum, on the Website, via the Services, in any Materials, or in communications disseminated by WGMM is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and WGMM. You further agree that your participation in the Services is at own risk. WGMM does not assume responsibility or liability for any advice or other information received by you via the Services, Website, communications or the Forum.

14.2     You agree that your attendance at any WGMM hosted events is optional and at your own risk.  WGMM is not liable for any actions, omission, loss, damaged or claims of any kind arising from or related to you participation in any WGMM hosted events.  You further agree that WGMM is not liable for the actions or omissions of other Mombers or non-member attendees at any WGMM events.

SECTION 15. REVERSE ENGINEERING & SECURITY

15.1     You agree not to undertake any of the following actions:

15.1.1  Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Forum, Materials, or Website; and

15.1.2  Violate the security of the Services or Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user, or network.

SECTION 16. DATA LOSS

16.1     WGMM does not assume or accept responsibility for the security of your account or content. You agree that your participation in the Services or use of the Website is at your own risk.

SECTION 17. INDEMNIFICATION

17.1     You agree to defend and indemnify WGMM, it owners, officers, agents and employees (“Indemnified Parties”)  and hold the Indemnified Parties harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your Mombership, participation in the Services, attendance at WGMM hosted or sponsored events, your use or misuse of the Website, your breach of this Agreement, your conduct or actions, or the conduct, actions or omission of other Mombers with whom you may or may not interact in person or online.

SECTION 18. SPAM POLICY

18.1     You are strictly prohibited from using Mombership for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

SECTION 19. TERM, TERMINATION & SUSPENSION

19.1     WGMM may terminate this Agreement any time for any reason, with or without cause. WGMM specifically reserves the right to terminate this Agreement if you violate any of the terms outlined herein, and failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

Please be advised that terminating this Agreement does not entitle you to a refund on any Fees paid or monies paid to any affiliates.

You may terminate you membership at any time, with 30 days’ notice before the next billing cycle, by emailing team@wickedgoodmom.com.  Access to the Service will end 30 days after your notice or the next billing cycle, whichever is later.

SECTION 20. NO WARRANTIES

20.1     WGMM MAKES NO WARRANTIES AS TO THE MEMBERSHIP, SERVICES, OR MATERIALS.  YOU AGREE THAT SERVICES, MEMBERSHIP AND MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WGMM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WGMM DOES NOT WARRANT THAT THE SERVICES OR MATERIALS WILL BE FUNCTIONAL, UNINTERRUPTED, CORRECT, COMPLETE, APPROPRIATE, OR ERROR-FREE. WGMM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF OUR SERVICES OR MATERIALS.

SECTION 21. LIMITATION ON LIABILITY

21.1     WGMM are not liable for any damages that may occur to you as a result of your participation in the Services or your use of the Website or Forum, to the fullest extent permitted by law, as noted above. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

SECTION 22. PRIVACY AND TERMS

22.1     Your privacy is important to us. Please review our Privacy Policy for information about what data WGMM collect, how WGMM collect your data, why WGMM collect your data, how long WGMM retain your data, when WGMM may share your data, and your rights regarding your personal data. In the event of a conflict between this Agreement and our Privacy Policy or website Terms of Use here, the terms provided here shall control.

SECTION 23. GENERAL PROVISIONS

23.1     Modification.  WGMM may, from time to time and at any time without notice to you, modify this Agreement. You agree that WGMM has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon notice to you and/or posting on the Website or in the Forum and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law upon any modification, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

23.2     Entire Agreement.  This Agreement constitutes the entire understanding between the Parties with respect to the Services. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written, or oral.

23.3     Service Interruptions.  WGMM may need to interrupt your access to the Services to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Services may be affected by unanticipated or unscheduled downtime, for any reason, but that WGMM shall have no liability for any damage or loss caused as a result of such downtime.

23.4     JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Services and your use of the Website, you agree that the laws of the Commonwealth of Massachusetts shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. Any claims under this agreement may only be brought before a court of competent jurisdiction in Suffolk County, Massachusetts. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

23.5     ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by WGMM, the rights and liabilities of WGMM will bind and inure to any assignees, administrators, successors, and executors.

23.6     SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible.

23.7     NO WAIVER: In the event that WGMM fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

23.8     FORCE MAJEURE: WGMM are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

23.9     ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications via email are permitted to both Parties under this Agreement. For any questions or concerns, please email us at the following address: team@wickedgoodmom.com