MEMBERSHIP SERVICES AGREEMENT
PLEASE READ THIS AGREEMENT THOROUGHLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CONTIGO ADVISORS. BY PURCHASING A MEMBERSHIP PROGRAM YOU AGREE AND ACCEPT TO BE BOUND BY THESE TERMS.
This Membership Services Agreement (“Agreement”) is made and entered into between BTAL, LLC, d/b/a Contigo Advisors, a Utah business (“Contigo Advisors,” “Company,” “our,” and “we”) and an individual or entity, including those natural persons, if any, who own, manage or operate the Member’s business, all as entered in the requested fields during the check-out process (the "Member,” “you,” and “your”). You agree to be bound by the terms of this Agreement by checking the box labeled “I’ve read and agree to the Membership Services Agreement” as requested on the shopping cart and then pressing the “Place Order” button to submit payment (“Payment Gateway”) for the “Purchase” of a membership program (“Consent”) effective as of the date the online order is placed (“Effective Date”). You intend to be legally bound by your Consent, you are aware that we will rely on your Consent, and you waive any defenses to the enforcement of this Agreement based on the form of Consent. Company and the Member may be referred to individually as a “party” or collectively as the “parties.”
Website Terms. Purchase of any of our Membership Programs [www.contigoadvisors.com] and any use of the Contigo Advisors website [www.contigoadvisors.com] (“Website”) as well as other Contigo Advisors social sites and platforms not limited to Facebook, Instagram, LinkedIn, Twitter, YouTube, and others, (together with the Website referred to as the “Web & Social Sites”) is subject to the Web & Social Sites Disclaimer, Terms of Use & Privacy terms and conditions agreement (the “Website Terms”) [https://www.contigoadvisors.com/websiteterms].
Contigo Advisors Services Description. Contigo Advisors owns and operates a membership program that offers a “Platform” where Members can take online video courses as well as participate with other tools to facilitate growth and success on both personal and business levels (“Services”). Contigo Advisors is NOT a “Certified Public Accountant,” NOT a law firm either, and is NOT providing tax, accounting, or legal advice. The information provided and the content included with any of the Membership Programs is intended as general information about good business practices and is offered purely for informational purposes.
Member Services. We endeavor to enable Members to build a foundation of tax and accounting principles that will allow you to operate and grow your business. The “Member Services” include the use of our platform to watch online video courses and receive informational emails.
Membership. Membership is open to businesses who are committed to building excellence with its tax and accounting principles and who meet certain eligibility criteria as we establish from time to time.
Change Membership Type. Upon successfully achieving certain requirements, a Member may desire to change the Membership Type to have access to additional Member Services. The Company and the Member will discuss any change to the Membership Type and any changes will be consented to in writing by the parties.
Member Fees. We are entitled to compensation for performing those tasks and duties related to the Services as listed in this Agreement (“Member Fees”). You clearly understand that all Member Fees paid to us is for services rendered with no guarantee of results. The Member Fees charged are fully earned by us at the time of payment and the funds that you pay belong to us. To submit payment, you are required to provide “Payment Information” such as your credit card or bank account (“Card”) information and additional information may be required, such as your email address, name, and mailing address.
- Autopay Authorization. For Memberships that include monthly payments, you authorize the “Autopay” of Member Fees by credit card or ACH by providing either a credit card number or ACH information for automatic withdrawal of payment from an authorized bank account (“Account on file”) and you agree that no “prior-notification” for the charges is required. You understand that this authorization to charge the Account on file for such Member Fees will remain in effect until this Agreement is terminated or until you terminate this authorization for Autopay by notifying us in writing.
- Authorized User. You acknowledge that the origination of payment transactions to the Card must comply with the provisions of U.S. law. You certify that you are an authorized user of the Card used to pay the Member Fees and you will not dispute these payment transactions with your bank or credit card company, so long as the transactions correspond to the terms indicated in this Agreement.
- Third-Party Payment Vendor. You understand and agree that your Payment Information is collected and processed by a “Third-party Payment Vendor” via the Payment Gateway pursuant to the terms and conditions of the Third-party Payment Vendor’s privacy policies and terms of use. You agree that the Third-party Payment Vendor, and not Contigo Advisors, is solely responsible for your Payment Information, and we will not be liable for any damages, claims or liabilities arising from your Payment Information.
- If Payment Fails. In the case of a charge being declined or returned for insufficient funds (“Failed Payment”), you understand that additional attempts will be made to process the payment. However, if the additional attempts continue to result in a Failed Payment, then you will have seven (7) days from our notice of the Failed Payment to pay the amount due or we may terminate this Agreement at our discretion. For each Failed Payment, an additional thirty-dollar ($30) charge will be initiated as a separate transaction from the authorized payment.
Term and Termination.
- “Term” is determined by the Membership you order. If you order a Membership with monthly payments, then the term is thirty (30) days.
- “Expiration” and “Renewal” of this Agreement occurs at the expiration of this Agreement, and at the end of any successive renewal term, this Agreement will automatically renew for an additional Term unless notice of the intent not to renew is given by either party no later than 30 days before the Expiration.
- “Termination” automatically occurs when the Platform is no longer accessible.
- Effect of Termination. Upon Termination of this Agreement for any reason, we will immediately suspend your use of and access to the Platform and our Services. You will pay all undisputed accrued amounts due and payable no later than 10 days after the date of Termination.
Member Responsibilities. You acknowledge that our ability to provide the Services is dependent upon the full and timely co-operation of Members, as well as the accuracy and completeness of any information and data you provide to us. Accordingly, you represent and warrant that as of the Effective Date of this Agreement and throughout the term of this Agreement, as follows:
- You agree to keep us informed and up to date on your contact information, specifically, mobile numbers, physical addresses, and email addresses.
- Both parties agree to cooperate promptly and fully with all reasonable requests from the other in the performance of this Agreement.
Membership Conduct. Your membership may include benefits that help facilitate introductions and interactions to other Members. You agree to engage in activity that supports the environment of our membership community by refraining from:
- disparaging remarks about Contigo Advisors or other members;
- using foul language;
- disruptive comments; and
- promoting political ideology.
Such interactions by members using our Platform or on social media is inappropriate and will not be tolerated. In the event we receive any complaints from other members or non-members regarding your conduct, actions, communications and activities related to us, such complaints may result in immediate termination of this Agreement and of Member’s membership, in our sole discretion.
Login Credentials and Information. You are required to promptly update your login credentials to the Platform on our Website.
You recognize that you are responsible for: (a) reviewing and following the Website’s Terms [https://www.contigoadvisors.com/websiteterms]; (b) your use of the Website made by your login credentials, and (c) maintaining the confidentiality of your login credentials. You recognize that improper access to the Platform may have very serious financial implications to our business. You accept all liability associated with intentional or inadvertent transfer of your login credentials, including leaving the Platform site open and accessible to others.
Modifications to Services. Contigo Advisors reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part) at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses.
Confidential Information. You understand and agree that in the performance of this Agreement, you may have access to private or confidential information of Contigo Advisors and the other Members (“Confidential Information”) which either is marked as “confidential” or you should reasonably know under the circumstances that such information is confidential and proprietary information of the Company or other Members. You will indefinitely maintain such Confidential Information in the strictest confidence, and will not disclose it, or allow it to be disclosed, by any means to any person except with our prior, written approval, and only to the extent necessary to perform the Services under this Agreement. Any permitted person to whom you may disclose such Confidential Information must be under confidentiality obligations no less restrictive than this Agreement. You will always remain responsible for breaches of this Agreement arising from the acts of any person to whom you disclose such Confidential Information. You will only use such Confidential Information in furtherance of your performance of this Agreement but will not use the Confidential Information for any other purpose or for the benefit of any third party. No Confidential Information furnished to you will be duplicated or copied except as may be strictly necessary to effectuate the purpose of this Agreement. You will promptly return all copies of Confidential Information at any time upon our request or promptly upon the expiration or earlier termination of this Agreement.
Discovering Misuse of Confidential Information. If you discover that any Confidential Information has been used, disseminated, or accessed in violation of this Agreement, you will immediately notify us; take all commercially reasonable actions available to minimize the impact of the use, dissemination or publication; and take all necessary steps to prevent any further breach of this Agreement. You agree and acknowledge that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to Company or other Members for which there may be no adequate remedy at law. In such event we will be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in additional to all other remedies available in law or at equity.
Public Information is Not Confidential. Confidential Information does not include information that is: (1) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (2) discovered or created by the Receiving Party before disclosure by Disclosing Party; (3) learned by the Receiving Party through legitimate means other than from the Disclosing Party or it’s representatives; or (4) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
Intellectual Property Rights. You acknowledge and agree that the Services may contain content or features ("Services Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Contigo Advisors, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Services Content, or Content, in whole or in part, except that the foregoing does not apply to your own User Content that you legally upload to the Services. In connection with your use of the Services you will not engage in or use any data mining, spiders, robots, scraping or similar data gathering or extraction methods. If you are blocked by Contigo Advisors from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized is strictly prohibited. The technology and software underlying the Services or distributed are the property of Contigo Advisors, our affiliates, and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted here are reserved by Contigo Advisors.
Trademarks. The Contigo Advisors name and logos are trademarks and service marks of Contigo Advisors (collectively the "Contigo Advisors Trademarks"). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners, who may or may not endorse or be affiliated with or connected to Contigo Advisors. Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Contigo Advisors Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of Contigo Advisors Trademarks will inure to our exclusive benefit.
Third-Party Material. Under no circumstances will Contigo Advisors be liable in any way for any content or materials of any third parties (including Users) or any User Content (including, but not limited to, for any errors or omissions in any User Content), or for any loss or damage of any kind incurred because of the use of any such User Content. You acknowledge that Contigo Advisors does not pre-screen User Content, but that Contigo Advisors and its designees will have the right (but not the obligation) in their sole discretion to refuse, remove, or allow any User Content that is available via the Services at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses.
Indemnity and Release. You agree to release, indemnify on demand and hold Contigo Advisors and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of this Agreement or your violation of any rights of another. You agree that Contigo Advisors has the right to conduct its own defense of any claims at its own discretion, and that you will indemnify Contigo Advisors for the costs of its defense (including, but not limited to attorney’s fees.)
DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CONTIGO ADVISORS AND ITS AFFILIATES EXPRESSLY DISCLAIM AND EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
CONTIGO ADVISORS AND ITS AFFILIATES MAKE NO WARRANTY OR CONDITION THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CONTIGO ADVISORS NOR ITS AFFILIATES WILL BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, (B) DAMAGES FOR LOSS OF PROFITS, (C) DAMAGES FOR LOSS OF GOODWILL, (D) DAMAGES FOR LOSS OF USE, (E) LOSS OR CORRUPTION OF DATA, OR (F) OTHER INTANGIBLE LOSSES (EVEN IF CONTIGO ADVISORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) ANY PROMOTIONS AND RELATED PRIZES OR REWARDS MADE AVAILABLE THROUGH THE SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CONTIGO ADVISORS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES (INCLUDING CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE) OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CONTIGO ADVISORS IN THE LAST SIX (6) MONTHS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
User Disputes. You agree that you are solely responsible for your interactions with any other user in connection with the Services and Contigo Advisors will have no liability or responsibility with respect to your interactions. Contigo Advisors reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services or a Purchaser.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of UTAH without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of UTAH. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation of Time to File Claims. Any cause of action or claim you may have relating to this Agreement must be commenced within SIX (6) months after the cause of action accrues otherwise such cause of action or claim is permanently barred.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power in this Agreement operates as a waiver, nor will any single or partial exercise of any right or power in this Agreement preclude further exercise of that or any other right. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement governs.
Entire Agreement. This Agreement constitutes the entire understanding between the parties, and supersedes all prior agreements and negotiations, whether oral or written. There are no other agreements between the parties, except as set forth in this Agreement.
