Membership Agreement

This Agreement is by and between Living The Potential Network Inc., an Oregon corporation with an address at 3 Monroe Parkway #323, Lake Oswego, OR 97035 (“Our”, “Us” or “We”) and all persons registering to use Our Network (“Member”, “You” and “Your”).

1. Membership and Our Service.  Our service allows people to participate in our network of people who seek information, collaboration and want to change the world (“Network”).  As a Member of the Network, you may invite others in, connect with other members and share information and content.
   
   
2. Your Personal Information.  By becoming a Member, you are sharing personally identifiable information with other members, and Us.  We will treat your information according to our Privacy Policy.  We may change our Privacy Policy at any time.
   
   
3. Membership Account Security.  You are responsible for maintaining the confidentiality of your password and any other login credentials.
   
   
4. Expected Behavior. We expect that You will keep Your interaction with others a positive experience for everyone.  You agree to follow Our Acceptable Use Policy at all times. We may, but are not obligated to, monitor Your interactions with other members.  You may submit a complaint or concern about another Member to admin-team@livingthepotential.com
   
   
5. Links. Livingthepotential.com may contain links to other sites, or you may receive links to other sites from other Members.  We are not responsible for the content or privacy practices of such other sites.  We encourage you to be aware when you leave our site and to read the terms and conditions of the linked site.
   
   
6. Member Content.  Our service may allow you to add posts, articles, photos, videos, links, files, events, groups, and chat with other Members.  All material that you upload, publish or display to others via Our service is Your “Member Content.”  You may only provide Member Content to or through our Network that is yours, or that you have the right to share with others.  Unless you decide otherwise, any content you provide to Us or other Members remains Yours, or if applicable, your licensor’s.  You grant us a non-exclusive, worldwide, perpetual, royalty-free, fully paid up, transferable, sublicensable license to copy, display, transmit, perform, distribute, store, modify, and otherwise use your Member Content in connection with the operation of Our Network and Our service.  Upon termination of your Membership, we may remove your Member Content, but we are not obligated to do so. 
   
   
7. Member Content Belonging to Others.  You represent that the Member Content provided by You, and the license that You granted Us above, does not infringe the intellectual property or other rights of any third party.  If the rights you have granted us above, or your contribution of Member Content, violates the intellectual property rights of others. You agree to pay all royalties, fees, and any other monies owed to any person by reason of any of Your Content. We are not obligated, but may remove or suspend, in whole or part, Member Content contributed by You that violates Our Acceptable Use Policy or for any other reason.
   
   
8. Our Content and Materials.  All right, title, and interest in the Network content provided by Us and the service, including but not limited to our logos, processes, text, images, design, software, documentation, source code, algorithms, graphics, photographs, video and audio files, other files, and data (excluding Member Content, third-party web services or third-party content linked to or posted within the Network) (collectively “Our Content and Materials”) are the property of Living The Potential Network Inc. and/or its licensors.  Except as expressly provided in these terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials or Data without our express written permission.  We grant you a limited, non-exclusive license to reproduce, publish, display and access Our Content and Materials and the service during the term of your Membership to interact with other members and perform any tasks or lessons as part of your Network experience.
   
   
9. Member Contact Information. The name and contact information of Members may be made available to you for communication as part of Our Network.  You agree that You shall not: i) sell contact information of a Member to a third-party, or ii) or use or disclose it for commercial purposes unrelated to Our Network or the interest of Member who joined Our Network.
   
   
10. Fees and Refunds.  The current membership fee and any applicable payment plan is set forth on our website.  You agree that we may charge your credit card on file with us for your Membership.  Fees are subject to change at any time, unless you have paid an annual fee, in which case the fee may not be modified until Your membership is renewed.  Regardless of who terminates Your membership, or when, there are no refunds of fees paid. 
    
    
11. Term and Termination.  This Agreement is effective upon receipt of both a signed copy of this Agreement and payment of the applicable fee.  Your membership will terminate at the end of the period of time that has been paid for.  You may renew your membership at the then current rates.  You may terminate Your Membership at any time.  We may suspend Your membership or use of the service if You violate the Our Acceptable Use Policy, fail to pay the Membership fee, violate the terms of this Agreement, or for any other reason. 
    
    
12. Disclaimers and Limitation of Liability.  “WE” MEANS LIVING THE POTENTIAL NETWORK INC. AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:
    1. WE ARE PROVIDING YOU THE SERVICE, ALONG WITH OUR CONTENT AND MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.  WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
    2. WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY MEMBER OR THIRD PARTY; (ii) ANY THIRD-PARTY WEBSITE, PRODUCT, OR SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICE; (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY OR MEMBER YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICE.  WE MAKE NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS, (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE SERVICE, OR ANY MEMBER, WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCT, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE.
    3. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT WE SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICE.
    4. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO CANCEL YOUR MEMBERSHIP AND STOP USING THE SERVICE.
    5. WITHOUT LIMITING THE FOREGOING, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH YOUR MEMBERSHIP, THE SERVICE OR THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO US IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
       
       
13. Indemnification. You agree to release, indemnify, and defend Us from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of the Network or Service, ii) Your Content, iii) Your conduct or interactions with other Members, or iv) Your breach of any part of this Agreement.  We will promptly notify You of any such claim, and will provide You (at Your expense) with reasonable assistance in defending the claim.  You will allow us to participate in the defense, and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by You. In that event, You will have no further obligation to defend Us in that matter.
    
    
14. Dispute Resolution.  We hope that We can resolve any issues you may have before an actual dispute arises.  However, if that does not work, then both parties agree to resolve any dispute arising out of these terms exclusively by individual, binding arbitration.  The term “dispute” is to be given the broadest possible meaning that will be enforced, and will include disputes related to your use of the Service, this Agreement (including the scope of this provision), regardless of whether such disputes are based in contract, tort, statute, fraud, unfair competition, or some other legal theory.  Each party agrees to try in good faith for 30 days to informally resolve any dispute before starting arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the dispute as well as the relief sought.  If the dispute is not resolved within 30 days after the date the notice was sent, then the parties may start arbitration as described below.  The American Arbitration Association (AAA) will administer the arbitration, and the arbitration will be governed by the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes, as modified by these terms.  The arbitration will be conducted through the submission of documents, by phone, or in person in Oregon.  The arbitrator’s award will be final and specifically enforceable under applicable law, and judgment may be entered upon it in any court with jurisdiction. The arbitration costs, including arbitrator compensation, will be shared between You and Us according to the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.  This section does not: (i) prevent either party from litigating any dispute in small claims court; (ii) apply to disputes arising out of or related to infringement or other misuse of our intellectual property rights; or (iii) prevent either party from bringing a dispute to the attention of any federal, state, or local government agencies.
    
    
15. General Terms.
    1. Changes to these Terms.  We may amend this Agreement (including any policies, such as the Privacy Policy) at any time in our sole discretion.  If We amend the terms to this Agreement, such amendment will be effective after We send you notice of the amended agreement.  Your failure to cancel Your membership, or cease use of the Network, after receiving notification of the amendment, will constitute Your acceptance of the amended terms.  If you do not agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your membership. 
    2. Governing Law and Jurisdiction.  You agree that We are located and operated in the United States and will be deemed to be solely based in Oregon and a passive service for purposes of jurisdictional analysis.  For any claims for which arbitration is inapplicable, you agree that such claims will be brought in federal or state court in Oregon and governed by laws of the state of Oregon, without regard to any conflict of law provisions.
    3. Use Outside of the United States.  We expressly disclaim any representation or warranty that the Service complies with all applicable laws and regulations outside of the United States. If you use the Service outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Service.
    4. Survival.  The following provisions will survive expiration or termination of this Agreement: 6, 7, 8, 12, 13, 14, and 15.2.
    5. Assignment.  You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
    6. Electronic Communications.  You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
    7. Entire Agreement / Severability.  This Agreement, together with our Privacy Policy and Acceptable Use Policy, supersedes all prior terms, agreements, discussions and writings regarding the Our Network and service and constitutes the entire agreement between You and Us regarding Our Network and the service.  If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the agreement, which will remain in full force and effect.
    8. Notices.  All notices permitted or required under this Agreement, must be sent in writing as follows in order to be valid: (i) if to You, by Us via email to the address associated with your account, and (ii) if to Us by You via e-mail at admin-team@livingthepotential.com. Notices will be deemed given (a) if to You, when emailed, and (b) if to Us, on receipt by Us.
    9. Waiver.   No waiver of any terms will be deemed a further or continuing waiver or such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.