Please read carefully. This is a contract you signed when you agreed to membership. You agreed to accept ACCEPT ALL TERMS OF THIS MEMBERSHIP AGREEMENT, AND THIS MEMBERSHIP AGREEMENT WILL BE A VALID AND LEGALLY BINDING DOCUMENT BETWEEN YOU AND LADYDRINKS, INC.
Membership into Ladydrinks, Inc. (“LD” or “We”), or attending any LD event, is subject to this Membership Agreement – Terms and Conditions (“Membership Agreement” or “Agreement”) and you (“You”, or “Member” or “Your”) agree to be bound by all of its terms and conditions.
This Membership Agreement is a contract by and between LD, accessed via www.ladydrinks.com, and You. By accessing, browsing or using the www.ladydrinks.com website or by selecting “I Accept”, or similar notation during the membership registration, You represent that You have read, understand and agree to be bound by this Membership Agreement.
It is critical that You read this Membership Agreement in its entirety before purchasing a membership, becoming a membership or attending any LD event. It contains important information that (a) addresses prohibited conduct, (b) outlines economic and other obligations that You agree to assume as a member of, and each time You participate in, LD activities or events hosted by LD, and (c) highlights certain rights that LD reserves so that it can ensure that Your membership will be a beneficial, educational, information or learning experience for all of its Members.
It is Your responsibility to read this Membership Agreement and keep apprised of any changes to it. We may update or modify this Membership Agreement at our sole discretion from time to time without prior notice to You. Any updates and modifications that LD makes to this Membership Agreement will be binding on You even if You choose not to read them. The updates and modifications will be binding on You from the time that we post them; and each time You register for, or participate in, an LD event or activity constitutes Your agreement to the most current version of this Membership Agreement and acceptance of all its terms and conditions.
If You don’t fully complete the Membership Application or accept this Membership Agreement in its entirety, then You will not be granted LD membership, and are not allowed to attend LD functions or events.
II. Purpose and Nature of the Services
LD is a women’s professional organization, and is organized for the purposes of: (a) providing opportunities for development of professional women through exchange of ideas, mentoring and networking; (b) providing a forum to discuss common problems and issues facing professional women by hosting panels, inviting speakers and/or setting up workshops; and (c) enhancing, advancing and stimulating the professional growth of its members.
You expressly acknowledge and consent to (a) listing Your membership information on our website; and/or (b) listing Your membership information in newsletters or membership directory; and/or (c) furnishing Your membership information to other members, if requested, for one or more LD purposes.
A one-year Base Membership provides the Member with the following benefits: (a) Priority notice of (and access to) LD activities or events; (b) Invitations to special ‘members only’ events’ (c) Access to directory of membership; (d) Access to weekly newsletters; and (e) Membership card with unique ID number.
III. Eligibility, Membership and Dues
Membership in LD is offered to women only, who are at least 21 years old on or before the date that she registers as a Member of, or attends an event at or sponsored by, LD.
By agreeing to the terms and conditions of this Membership Agreement, You represent and warrant to us that You are at least 21 years old and are authorized to enter into this Agreement. If we determine or suspect, in our sole discretion, that You have misrepresented Your age on the Membership Application or otherwise, we may, among other things, terminate Your Membership without refund, reimbursement, or credit of Your Membership fees.
Your Membership is personal to You, and You shall not assign, sell, give, or otherwise transfer Your Membership to anyone else.
Your LD Membership commences on the day that You complete the application process that is required to become a Member or renew an existing Membership (including our receipt of applicable Membership fees) and ends on December 31 of the same year, irrespective of when You complete the Membership application. Your Membership will automatically expire at the end of its term, unless terminated earlier pursuant to this Membership Agreement.
We reserve the right to extend Your Membership beyond the Term. We may, in our sole discretion, decide to not to renew Your Membership.
You agree to pay the Membership fees and any other charges incurred in connection with Your LD Membership (“Membership Fees”) at the rates in effect when the charges were incurred.
All fees and charges are nonrefundable. We may change the fees and charges then in effect, or add new fees or charges, in our sole discretion by giving You notice in advance.
You are responsible for all fees and charges that You may incur in connection with attendance any of the LD events or activities. For avoidance of doubt, fees or charges for any LD events are in addition to the membership fees.
Emails. You understand that from time to time, LD may send You emails about LD events or purposes and You grant LD permission to contact You via email. At any time You may opt-out of receiving e-mails from LD by contacting us at firstname.lastname@example.org.
Content and Photos. The Content includes messages, Membership application, members’ personal data on the membership application, materials posted to forums or photographs of Members. You are deemed to grant LD the nonexclusive right to post, display, copy and modify the Content in connection with LD website or any social media. Member is also deemed to authorize LD to disclose her personal data to other Members, in LD sole discretion.
Electronic Contracting. You agree that You shall be bound whenever, after having an opportunity to review this Agreement, You click on or check “I Accept” or other similar button, checkbox or notation, at which time an electronic contract shall be formed. You certify that You intend each electronic contract, including the electronic acceptance, to constitute a legal agreement that is valid, binding and enforceable against You.
Disclaimer of Warranty. Member agrees and acknowledges that LD makes no representations whatsoever, express or implied (including but not limited to the implied warranties of merchantability or fitness for a particular purpose), with respect to goods, products or services provided or offered by LD, any of its vendors, its members its affiliates, or its sponsors. Member also agrees to hold harmless LD, its employees, agents, attorneys, officers, directors from any and all liability, claims, suits, actions, proceedings, losses, expenses or any costs (including attorneys’ fees and costs) arising out of, incurred in relation to or related in any way or manner to any Members, sponsors, or vendor’s providing (or lack thereof) of goods, services or products at any LD events or through LD’s website.
Confidentiality and Liability for Activities. You hereby agree to maintain the confidentiality of any and all information obtained through attendance at LD events or membership in LD, including, without limitation, the identity of Members, the likeness of any Member, or the name, address, or other identifying information of any Member and the activities and occurrences at events hosted, sanctioned, sponsored by, or associated with, LD (collectively, “Confidential Information”). LD Membership is private and all information obtained through attendance at LD events or Membership is a privilege of membership. LD is not responsible for the conduct, acts, or omissions of any Member, or for false or misleading information provided by any Member, and You waive any and all claims, damages, losses or causes of action against LD, its officers, its directors, its attorneys, its agents, its employees or its representatives, arising out of the activities of any Member.
Assumption of Risk. YOU ACKNOWLEDGE THAT LD EVENTS AND ACTIVITIES INVOLVE KNOWN AND UNANTICIPATED RISKS THAT COULD RESULT IN PHYSICAL OR EMOTIONAL INJURY OR DAMAGE TO YOURSELF, YOUR PROPERTY OR TO THIRD PARTIES. YOU UNDERSTAND THAT SUCH RISKS CANNOT BE ELIMINATED WITHOUT JEOPARDIZING THE ESSENTIAL QUALITIES OF LD EVENTS. BY PARTICIPATING IN ANY LD EVENTS, YOU ACCEPT AND ASSUME THE RISK EXISTING IN THAT EVENT AND ANY ACTIVITIES OCCURRING DURING SUCH EVENT AND ELECT TO PARTICIPATE IN SPITE OF THE RISKS, KNOWN OR UNKNOWN.
Representations. YOU HEREBY REPRESENT TO LD THAT:
You are a female who is at least twenty-one (21) years of age at the time of acceptance of this Membership Agreement;
All identifying information provided by You in connection with LD Membership Application and this Membership Agreement is accurate;
Your LD membership is made in good faith, for the sole purpose of obtaining Membership in LD, participating in LD events, and not for any other purpose; and
YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF, HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THIS AGREEMENT, AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
No Member shall drink alcoholic beverages in excess. No alcohol shall be sold or otherwise transferred in violation of law at LD events. Your alcohol intake is not monitored by LD and You release and hold harmless and indemnify LD, its officers, its directors, its employees, its agents, or its attorneys, from any damages that may occur due to Your consumption of alcohol whether that be while operating a motor vehicle or otherwise;
No weapons of any kind are permitted at any LD event, unless You are allowed, licensed by applicable law to carry or possess a weapon;
No gambling is allowed at LD events;
No harassment or discrimination of any sort, will be permitted at any LD events. Any such harassment or discrimination shall be immediately reported to LD officer. If the complaint is justified, the offending party’s Membership may be immediately terminated;
No prostitution or illegal solicitation for sexual activity is allowed, or will be tolerated. If You are approached for such illegal activity, You will notify LD management immediately, and the offending party’s Membership will be immediately terminated;
You shall comply with all applicable administrative, local, state or federal laws, rules, regulations, statutes, and policies at all LD events;
If You become disorderly and are asked to leave, You will do so immediately, and quietly. Your Membership may be immediately terminated if You fail to do so. If You are asked to leave more than once in any six-month period, Your Membership will be immediately terminated;
Failure to comply (intentionally or unintentionally) with any of the Member Conduct shall be grounds for immediate termination of Your Membership, at the sole discretion of LD.
Not all members are invited to all LD events. LD reserves the right to have private parties and will determine the guest list based on the activity, and You agree that this is reasonable and desirable for LD;
LD Membership Agreement may be modified at any time at the discretion of LD’s management.
Release and Indemnity. You agree to release, waive, discharge, defend, indemnify, and hold LD, its officers, its directors, its employees, its attorneys, its agents or its representatives, harmless from all liabilities, losses, damages, costs, and expenses (including attorneys’ fees and costs) on account of any claim, suit, action, demand, causes of action or proceeding made or brought against any such party, or on account of the investigation, defense, or settlement thereof, arising in connection with LD, Your LD Membership, Your use of LD facilities, Your attendance or participation at any LD event, Your use of any of LD’s vendor’s services or products, Your use of any LD’s sponsor’s products or events, Your use of any of LD Member’s products or services, and/or Your violation of this Membership Agreement, any law or the rights of any third party. Member also agrees to hold harmless LD, its employees, its agents, its attorneys, its officers, its directors or its representatives, from any and all liability, claims, suits, actions, proceedings, losses, expenses or any costs (including attorneys’ fees and costs) arising out of, incurred in relation to or related in any way or manner to LD, its vendors, sponsors, its Member’s providing (or lack thereof) of goods, services or products. You hereby forever for Yourself, Your heirs, executors and administrators absolve, release and waive any and all liability, claims or demands against LD, its subsidiaries, affiliates, officers, employees, attorneys, agents, representatives, and each and every Member which may arise out of, or be related to, any injury, damage or pecuniary loss by reason of such Membership or participation in any LD event or Member activity. Members assume full responsibility for notification of these terms to their guests and any subsequent liability for failure to do so. LD is not responsible for damaged, lost or stolen property of any of the Members at any LD events. You agree that it is Your responsibility to secure Your valuables at all times during any LD events.
Absolute Right to Suspend or Terminate Your Membership. You may terminate this Membership Agreement, with a 30-day notice, by sending e-mail to LD at email@example.com. Although You may terminate Your Membership, and it will be deemed to have expired, You will NOT be entitled to any refund, reimbursement, pro-ration or credit of Your Membership Fees. You agree that LD, in its sole discretion, may deny You access to LD events and/or suspend or terminate Your membership, if LD, in its sole discretion, (i) believes that You have violated this Membership Agreement or the Membership Application, (ii) determines that Your continued Membership is not in the best interests of LD or its other Members, or (iii) determines, that You are at any time have violated or not in compliance with this Membership Agreement (including the Member Conduct section of Paragraph 24 herein), all without notice or liability to You or anyone else. You agree that any termination of Your LD membership under any provision of this Membership Agreement may be effected without prior notice. You also agree that we may immediately deactivate or delete Your account and all related information and files in Your account and/or bar any further access to LD events. Further, You agree that we will not be liable to You or any third party for any termination of LD membership.
Limitation of Liability to Amount Paid by You. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTANGIBLE LOSSES, RESULTING FROM: (A) ANY USE OR INABILITY TO USE THE LD FACILITIES INCLUDING, WITHOUT LIMITATION, DISRUPTION ARISING FROM ANY CAUSE; OR (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION OR MEMBERSHIP DATA. IF WE ARE ADJUDGED TO BE LIABLE BY A COURT OR OTHER BODY OF COMPETENT JURISDICTION TO YOU FOR ANY REASON WHATSOEVER, YOU AGREE AND UNDERSTAND THAT YOU MAY NOT RECOVER DAMAGES IN EXCESS OF THE AMOUNT OF MEMBERSHIP FEES THAT YOU ACTUALLY PAID TO US DURING THE YEAR IN WHICH THE EVENT OCCURRED THAT GAVE RISE TO OUR LIABILITY. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS PARAGRAPH ARE A MATERIAL PART OF OUR AGREEMENT TO PROVIDE MEMBERSHIP TO YOU.
False Information. You must provide LD with accurate, complete, and updated information (the “Registration Information”). If You provide us with any Registration Information or other information that is not truthful, complete, or up-to-date, or if we have grounds to suspect that any of it is not truthful, complete, or up-to-date, then we may suspend, terminate, or take any other legal action with respect to You and/or Your Membership. LD reserves the right to cancel or decline membership in the event the information supplied in connection with an application for membership (i) is false or materially misleading, or (ii) fails to disclose any information which, if in the sole discretion of LD, had such information been disclosed at the time of application would have materially affected the eligibility of the applicant for Membership. LD also reserves the right to cancel or decline Membership in the event any investigation reveals unacceptable background information.
No Agency. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between LD and Member. Neither party has the right or authority to make any obligation or responsibility on behalf of the other party. Neither party has the authority to make or accept any offers or representations on behalf of the other party.
Severability of Agreement; Conflict. If a court or an arbitrator of competent jurisdiction determines that any provisions or conditions of this Membership Agreement are illegal, unenforceable, or invalid in whole or in part for any reason, the remaining provisions (or portions of them) and obligations shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law. If there is a conflict between the provisions of LD Membership Application and this Membership Agreement, the terms of this Membership Agreement shall prevail.
Waiver. The failure of LD to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered to be a waiver or deprive LD of the right thereafter to insist upon strict adherence to such term or any other term of this Membership Agreement. In order to be effective, any waiver must be in writing, signed by a duly authorized agent of LD and delivered to the Member.
Governing Law and Consent to Jurisdiction and Venue. This Agreement shall be interpreted pursuant to the laws of the State of New York. Vendor expressly agrees that the jurisdiction and venue for any litigation brought to enforce the terms of this Agreement shall be in State of New York, county of New York (if brought in state court) or United States District Court for the Southern District of New York (if commenced in federal court). Member hereby consents to such jurisdiction and venue.
Interpretation. LD reserves the right to interpret the terms and condition of this Membership Agreement, and the application thereof, in its sole and absolute discretion.
Entire Agreement. This Membership Agreement constitutes the entire agreement between LD and You with respect to LD.
Survival. Paragraphs 7, 18, 20, 21, 22, 25, 27, 29, 30 and 32 hereof shall survive termination of this Membership Agreement for any reason.
Amendment. No amendment to this Agreement by You will be binding unless in writing signed by an authorized representative of the LD.
Headings and Title – The headings and title contained in this Agreement are included for convenience only, and shall not limit, expand or otherwise affect the terms of this Agreement.
You acknowledge that you have read the foregoing membership agreement and understand it. By agreeing to membership, you consent to be bound by its terms and conditions.