This Agreement is between the You (“Member”) and Moxie and Fourth LLC (“Company”) (collectively the “Parties”, or in the singular “Party”), for the purpose of Member purchasing and participating in the Company’s subscription membership (the “Membership”). This Agreement shall become effective upon the date of Member completing the checkout process.

1. Scope of Membership

As part of the Membership program, Company shall provide the following to Member:

• Access to online content within Membership via Mighty Networks
• Resources, content, and events as outlined at time of purchase, which are subject to change

2. Membership Terms

After purchasing the Membership, Member will be given access to the Membership materials in Mighty Networks by Company within 24 business hours. Member will have continual access to the available Membership materials for so long as Member pays the monthly membership fee.

Member shall only have one license to access the Membership and use Membership materials. Member understands and agrees that the Membership materials may not be shared with any third-party. In the event Company suspects that the Membership is being shared or that Member has shared its log-in information with a third-party, Company reserves the right to immediately and permanently terminate Member’s access to the Membership in its sole discretion.

3. Monthly Membership Fee & Chargebacks

Member shall pay the first month’s membership fee upon purchase to receive access to the Membership. Member understands and agrees that the online payment processor used by Company will securely keep Member’s credit card information on file. Member hereby authorizes Company to charge its credit card on file automatically according to the terms set forth in this Agreement.

If any eligible payment methods Company has on file for Member are declined for a monthly payment, Member shall provide a new eligible payment method promptly or Member will be immediately removed from the Membership.

If Member does not cancel its membership within the required cancellation policy as indicated in Section 5, Member is required by law to complete the next monthly membership fee. Member understands that its membership will automatically continue and that it authorizes Company (without notice, unless required by applicable law) to collect any and all outstanding receivables, using any eligible payment method Company has on record for Member’s account.

Member agrees to contact the Company to resolve any concerns or disputes regarding its membership. Misunderstandings, dissatisfaction with services, or lack of communication are not valid grounds for chargebacks. Company reserves the right to provide evidence to the credit card issuer to dispute any unwarranted chargebacks.

Members may refer to Section 5 for information on how to properly cancel Membership. Initiating a chargeback instead of following Company’s cancellation process may result in additional fees and legal action. In the event of an unwarranted chargeback, Member agrees to reimburse Company for any chargeback fees incurred, in addition to the original membership fee. These fees may include administrative costs, legal fees, and any other costs associated with disputing the chargeback.

Company reserves the right to suspend or terminate a membership if a chargeback is initiated without first seeking resolution. Membership may be reinstated at Company’s discretion upon resolution of the chargeback dispute and payment of any outstanding fees.

4. Refund Policy

Due to the digital nature and immediate access of the content within the Membership, all payments by Member to Company are non-refundable.

5. Term & Cancellation Policy

This Agreement shall last in perpetuity until either the Member terminates its monthly subscription or the Company terminates the Agreement.

Member may terminate this Agreement upon going into the Membership platform and canceling its subscription at any point, following the instructions provided. Upon canceling, Member will immediately lose access to the Membership platform and all content within it. Member will not be entitled to prorated refunds upon cancellation of the subscription.

Company may terminate this Agreement in the event Member breaches this Agreement or any of the Membership rules and terms. In the event of termination by Company, Member will be immediately removed from the Membership and will not be charged any subsequent payments.

6. Personal Information

By participating in the Membership, Member will be asked to register with the Membership hosting platform to receive access to Membership materials. Member shall select a username and password and may be asked to provide further personal information. Member agrees to allow Company access to this personal information for all lawful purposes. Member is responsible for the accuracy of the identifying information, maintaining the safety and security of its identifying information, and updating Company on any changes to its identifying information.

The billing information provided to Company by Member will be kept secure and is subject to the same confidentiality and accuracy requirements as Member’s identifying information indicated above. Providing false or inaccurate information, or using the Membership for fraud or unlawful activity, is grounds for immediate termination from the Membership.

7. Member Contributions & Violation of Community Rules

Through Member’s participation in the Membership, Member may post materials, comments, or replies to comments (“Member Contributions”) on Membership pages and materials. Member grants Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of all Member Contributions.

At the discretion of the Company, Members may be temporarily suspended or permanently removed from the Membership for interactions, behavior, or communication that goes against the outlined Community Rules. This includes but is not limited to harassment, discriminatory or offensive messages, comments, or posts, insensitive comments, messages, or posts, willfully inaccurate or harmful comments, messages, or posts, copying or plagiarism, sharing of resources or assets from the Membership, or any other form of disruption or disrespect that puts the integrity of the Membership at risk as determined by the Company.

Members who violate the Community Rules will be subject to punitive actions, including but not limited to warnings or permanent dismissal from the Membership if found to be in violation of the Community Rules. No refunds will be given in the event of dismissal from the Membership.

8. Bonuses

Company may offer bonuses to incoming Members via marketing and advertising. Member is entitled to any bonuses offered at the time of enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Membership and vary depending on live and automated promotions throughout the year. Company reserves the right to change or alter bonuses and promotions in its sole discretion.

9. Copyright & Intellectual Property

All digital and physical Membership materials, documents, posts/comments/replies, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by United States Copyright Laws (USC Title 17). Member hereby agrees that Company’s Membership and accompanying content is owned by Moxie and Fourth LLC and is not to be used for purposes beyond Member implementation. Member is granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Membership content and resources. Member shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Membership. Violations of this federal law will be subject to its civil and criminal penalties.

10. Communication

Company is generally available to provide services and responses during normal business hours: Monday through Friday 9am to 5pm EST, excluding holidays or published out of office days or times. Company WILL ONLY answer communication through the Membership platform or dedicated Membership email, which is outlined in the Community Rules. Company will not answer specific Membership questions via direct messages on social media from Member. Company will respond to Member on the required platform within 3 business days. Company is not responsible for answering or engaging with every question or comment posted within the platform. All outlined materials will be made available to Members as scheduled, but Company is not required to be actively engaged in Membership Community Feed more than once per business day in the form of pre-scheduled or real-time posts, comment responses, community engagement, and scheduled events.

11. Service Location

Both Parties agree and understand that the Membership platform and additional services to be provided under this Agreement shall be performed virtually.

12. Confidentiality

Member shall not (i) disclose to any third-party any details regarding the business of the Company, including, without limitation its proprietary Membership materials, Membership downloads, Membership outlines, coaching methods, customers, the prices it obtains, the prices at which it sells products and programs, its manner of operation, its plans, its Membership and coaching strategies, any of the Company’s trade secrets or any other information pertaining to the business of the Company (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.

The Confidential Information of the Membership shall be honored by the Member indefinitely regardless of Membership enrollment. Members and former Members who violate this Confidentiality Agreement may face consequences, which may include immediate expulsion from the Membership and potential legal actions, such as seeking injunctive relief or monetary damages.

13. Assumption of Risk Using Online Platform

Member agrees that their participation in the Membership is at its own risk. Company does not assume or accept responsibility for the security of Member’s account or content. Member agrees that their participation in the creation of an online account is at their own risk. In the event a breach of security has occurred, Company will notify Member pursuant to all laws and regulations.

14. Indemnification

Member hereby agrees to indemnify and hold harmless Company and its officers, directors, employees, consultants, contractors, and agents from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees, as a result of any claim, demand, action or other legal proceeding by any third-party to the extent such losses arise directly or indirectly out of activities performed by Company pursuant to this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of Company.

15. Maximum Damages

The sole remedy for any actions or claims by Member shall be limited to a refund, the maximum amount not to exceed the total monies paid by Member under this Agreement.

16. Limitation of Liability

In no event shall Company be liable under this Agreement to Member or any other third-party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Member was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

17. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control that are unforeseen and unpredictable at the time of contracting, including, but not limited to, the following force majeure events (“Force Majeure
Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 10 business days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. All membership payments made by Member up to the date of Notice of a Force Majeure Event are non-refundable. In the event this Agreement is terminated due to the impossibility of the Impacted Party to cure its performance obligations, such payments shall be refunded to Member’s original form of payment.

18. Inability of Company to Continue Membership

In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will:
Immediately give notice to Member;
Issue a refund or credit based on a reasonably accurate percentage of services rendered and Membership program utilized/provided; and
Excuse Member of any further performance and/or payment obligations under this Agreement.

19. Professional Disclaimer

The Membership and additional services provided by Company according to this Agreement are for informational purposes only. Member acknowledges and agrees that any information posted in the Membership, Membership materials, or Facebook group is not intended to be legal advice, medical advice, financial advice, therapeutic advice, or other professional advice, and no fiduciary relationship has been created between Company and Member.

20. No Guarantees

Company does not make any guarantees as to the results, including financial or other personal gains, of any resources, templates, or knowledge provided within the Membership. Member agrees to take responsibility for Member’s own results. Past results presented on Company website or social media are not an indication or promise of potential results. There is no guarantee Client will earn any money using any of Company materials, and Client revenue is dependent solely on the Client and their actions or non-actions.

21. Non-Disparagement

Client and the Company agree that, at all times during this Agreement, they shall use reasonable and good faith efforts to ensure that neither Party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of others. The Parties further agree to do nothing that would damage the other’s business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either Party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.

22. Release & Reasonable Expectations

Member has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s services throughout the Membership program will produce different outcomes and results for each Member. Member understands and agrees that:

Every Member and final result is different.
Membership content is intended for a mass audience and that Company will use its best efforts to create favorable experiences to each Member depending on their business and personal needs, but that no 1-on-1 services are expected or guaranteed under this Agreement.
Dissatisfaction with Company’s (or any of its agents’) independent judgment or coaching/mentoring style within the Membership and in accompanying online platforms are not valid reasons for termination of this Agreement or request of any monies returned.

23. Spam Policy

Member is strictly prohibited from using the Membership and Membership materials for illegal spam activities, including, but not limited to, gathering contacts, email addresses, or other personal information from fellow Membership Members and distributing such information to third-parties or sending any mass commercial emails.

24. Warranty Disclaimer

Member agrees that its participation in the Membership and use of the Membership program is at its sole and exclusive risk, and that any services provided by Company are on an “as is” basis. Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warrant of fitness for a particular purpose and the implied warrant of merchantability. Company makes no warranties that the Membership will meet your needs or that the Membership will be uninterrupted, error-free, or secure.

25. Sales Tax

Should any sale and/or use tax be imposed on any part of this Agreement, such tax shall be collected from Members and remitted by Company. All sales tax will be included on invoices and/or the checkout process through the Company’s online payment platform.

26. Entire Agreement

This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between the Parties, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.

27. Venue & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement that is not first resolved by arbitration shall be resolved exclusively in a federal or state court of competent jurisdiction located in Washtenaw County, Michigan. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.

28. Arbitration

Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Washtenaw County, Michigan, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each Party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

29. Transfer

This Agreement cannot be transferred or assigned to any third-party by either the Company or Members without written consent of all Parties.

30. Severability & No Waiver

In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.

31. Headings

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

32. Notice

Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: diy@moxieandfourth.com; Member’s Email: as listed in Membership enrollment.

33. Facsimile Signatures

The Parties agree that a facsimile copy (electronic copy) of this Agreement with the signatures as indicated below shall constitute a valid contract.

Member Signature

By checking the box on this order form and upon completion of purchase, Member confirms that it has read, understands, and agrees to the terms and conditions of this Agreement.

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