MEMBERSHIP AGREEMENT

These terms constitute an agreement (“Agreement”) between you and ProGrowth, Inc., a California corporation (“ProGrowth”). These terms govern your participation in any ProGrowth TEAM You represent that you are at least 18 years of age, and that any information you submit is correct.
Membership Application and Approval

1 You may submit an application for membership to a ProGrowth TEAM ProGrowth TEAMs seek to attract and retain talented, highly-qualified, motivated professionals from numerous disciplines who meet the criteria listed above, and who, in addition, are able to work synergistically with other professionals to network, regularly participate in TEAM meetings, share business development ideas, refer business contacts and leads, and generate business for themselves and other TEAM members. ProGrowth TEAMs seek to avoid conflicts among various market segments, professional disciplines, and personalities. As a result, ProGrowth TEAMs retain the widest possible discretion in evaluating applications for membership. ProGrowth TEAMs reserve the right to accept, decline, adjust, and terminate members and membership criteria on any basis not prohibited by law. Any such action is not intended as, and shall not be viewed as, any adverse comment or statement concerning the applicant or member.
2 After you submit your membership application, you will be notified by the ProGrowth TEAM executive committee or TEAM leader if your membership is approved.

Dues and Ongoing Membership

3 After approval, you must timely pay periodic dues, in the amount of $850.00 per year. Dues are subject to increase without advance notice at the end of any dues period.
4 Once accepted, ongoing membership is also subject to the discretion of the TEAM executive committee, leader’s, and/or facilitator’s sole discretion. Occasionally, the particular needs, circumstances, or goals of the ProGrowth TEAM may change, as determined by the TEAM executive committee, facilitator, and/or team leader, prompting changes to the actual or target membership composition of the TEAM Therefore, each ProGrowth TEAM membership is subject to cancellation by the ProGrowth TEAM, if, at any time, it appears to the TEAM executive committee, facilitator and/or or leader in its sole discretion, that the member is not in good standing, does not meet any of the factors listed above in this Agreement and application, or that the interests ongoing TEAM will be better served by the change in membership composition. Such decisions may be made with or without cause, at any time, and for any reason. All such decisions are final and binding.
5 Dues are payable at the beginning of each dues period, and are fully owed to ProGrowth at the beginning of each dues period, for the right to be a member at that time. Membership dues are not prorated during the balance of the term. Thus, if you or ProGrowth terminate your membership during the period, there is no partial refund.

Parties; Relationship of ProGrowth TEAMs to ProGrowth TEAM

6 This Agreement is between you (the person listed on the membership application) and ProGrowth, Inc., and governs your participation in any ProGrowth TEAM, ProGrowth website, or ProGrowth-related service or activity.
7 ProGrowth, Inc. is a California corporation. ProGrowth, Inc. sets guidelines and suggestions for the establishment and operation of ProGrowth TEAMs, but does not control or administer ProGrowth TEAM’s meetings or actions in any way.
8 No TEAM or TEAM leader, facilitator, executive committee or member has any authority to act on behalf of ProGrowth TEAM, to make any representations or warranties, to change any of the terms of this Agreement, or to bind ProGrowth, Inc. in any way. No such person is an employee or agent of ProGrowth, Inc.

Your Obligations

9 You must be 18 years of age or older. You must meet the membership criteria for the applicable ProGrowth TEAM
10 You agree to follow the Terms of Use applicable to the ProGrowth website, as modified from time to time. Those Terms of Use, as modified from time to time, are incorporated into and form part of this Agreement.
11 You represent that all information submitted or to be submitted by you is truthful and accurate.
12 You agree to maintain high professional standards, and to avoid any action or omission that which would detract from the reputation of ProGrowth, Inc. or any ProGrowth TEAM
13 You agree to defend, indemnify and hold ProGrowth, Inc. and any subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, TEAMs, members, other partners, employees and representatives harmless from any claim, demand, or liability, including reasonable attorneys' fees, made against any of them by any third party due to or arising out of your actions or omissions in connection with any ProGrowth TEAM or ProGrowth-related matter.

14 DISCLAIMER OF WARRANTIES
THE PROGROWTH TEAM PROGRAM, AND ANY PROGROWTH-RELATED PRODUCT, SERVICE OR ACTIVITY IS PROVIDED ON AN "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. PROGROWTH DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PROGROWTH DISCLAIMS ANY WARRANTIES OR CONDITIONS ARISING THROUGH THE COURSE OF DEALING OR USAGE OF TRADE. THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
PROGROWTH MAKES NO WARRANTY OR REPRESENTATION THAT: (a) YOU WILL BE ABLE TO PARTICIATE IN ANY PROGROWTH PROGRAM OR SERVICE FOR ANY PARTICULAR PERIOD OF TIME; (b) YOU WILL ACHIEVE ANY PARTICULAR RESULTS IN BUSINESS DEVELOPMENT, INCOME-GENERATION, OR OTHERWISE, (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH PROGROWTH WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) THERE WILL BE NO DRAWBACKS OR ADVERSE CONSEQUENCES FROM YOUR PARTICIPATION.

15 LIMITATION OF LIABILITY; YOUR EXCLUSIVE REMEDY
TO THE FULL EXTENT PERMITTED BY LAW, PROGROWTH IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN ANY PROGROWTH SERVICE, PROGRAM OR PROGROWTH-RELATED ACTIVITY, EVEN IF PROGROWTH HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE BEEN FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE OR ANY PROGROWTH SERVICE, PROGRAM OR PROGROWTH-RELATED ACTIVITY (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (c) STATEMENTS, CONDUCT, ACTIONS OR OMISSIONS OF ANY PROGROWTH TEAM MEMBER, FACILITATOR, LEADER OR EXECUTIVE COMMITTEE.
YOU AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DAMAGES OR CLAIM IS LIMITED TO A REFUND OR REIMBURSEMENT BY PROGROWTH, INC. OF YOUR DUES FOR THE LAST PERIOD IN WHICH YOU PAID DUES.

16 PROGROWTH WEBSITE, PRIVACY TERMS
The terms of the ProGrowth Website Terms of Use, as modified from time to time, are incorporated herein by reference and form part of this Agreement.

17 CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
All claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the State of California without reference to conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and to have any lawsuits heard in the state or federal courts located in Orange County, California.

18 INTERPRETING THE AGREEMENT; ASSIGNMENT
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. ProGrowth may assign this Agreement, in whole or in part, at any time with or without notice to You. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in it. Except as expressly stated herein, this Agreement constitutes the entire agreement between You and ProGrowth with respect to the ProGrowth and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and ProGrowth with respect to ProGrowth. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

19 YOU HAVE LIMITED TIME TO BRING YOUR CLAIM
YOU AND PROGROWTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, OR RELATED TO PROGROWTH MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

20 GENERAL TERMS

20.1 This Agreement constitutes the entire agreement between you and ProGrowth relating to its subject matter, and cancels and supersedes any prior versions of the Agreement. ProGrowth may update or modify the terms of this Agreement periodically. Your payment of dues or use of the Website while such updated agreement is posted constitutes your acceptance of the latest such Agreement. You agree to read the ProGrowth website periodically for new or updated terms of this Agreement. No modification to the Agreement will be binding on ProGrowth, unless in writing and signed by an authorized ProGrowth representative or posted to the ProGrowth website with due authorization by ProGrowth. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use ProGrowth or third-party products or services.
20.2 You agree that any material breach that would result in irreparable harm to ProGrowth for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, ProGrowth will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if ProGrowth seeks such an injunction.
20.3 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
20.4 Any express waiver or failure to exercise promptly any right under the Agreement will not create a continuing waiver or any expectation of non-enforcement.