MEMBERSHIP AGREEMENT

This Membership Agreement (“Agreement”) by and between Freebird Financial LLC, herein referred to as “The Badass CEO,” accessed via the Badass CEO Facebook Group Page (“Group Page”), with its principal place of business at 8810 Jamacha Boulevard, Suite C-129, Spring Valley, California, 91977, and all current and future members of the Badass CEO Facebook Group Page, hereinafter referred to as “Member” or “Members,” shall be effective immediately upon the date on which Member completes the registration process as defined in Paragraph 1.5.1 herein in its entirety (“Effective Date”). Both Badass CEO and Members may be referred to as “Party” or “Parties” herein throughout this Agreement.

By selecting “Continue” during the registration process as set forth in Paragraph 1.5.1 of this Agreement or by using the Group Page, or by otherwise signing and/or executing this Agreement, Member acknowledges and represents that they have read, understood, and agree to be bound by all of the following terms and conditions and private policies of this Membership Agreement.


1. SCOPE OF SERVICE


1.1 Service. “Service(s)” means the educational and informational offerings and/or tactics as related to the financial, tax, and accounting aspects of business and defined further in in Paragraph 1.5 of this Agreement. The Badass CEO expressly intends the Services provided to be educational and informational and disclaims the role as an agent, fiduciary, or representative in any capacity for the Members.


1.2 Membership. “Membership” is an enrollment as a Member into the private Group Page and allows Members to access to the services and information included under Paragraph 1.3 and 1.4 of this Agreement. Member understands and acknowledges that Membership terms, including costs associated with same, are subject to change at the discretion of The Badass CEO.


1.3 Nature of Service. The Badass CEO operates akin to a professional, private Facebook group facilitating educational and informational Services as listed in Paragraphs 1.5.1 and 1.5.2 of this Agreement to its paid subscription Members (“Membership”).


1.4 Nature of Relationship. The Badass CEO disclaims the formation of any agency, fiduciary, or otherwise representative relationship with Member. The Badass CEO and Member should elect to engage in a relationship beyond the scope of Services as offered under this Agreement, the Parties shall memorialize such relationship in a separate, written agreement.


1.5 Service Content. The Badass CEO shall devote its best talents, efforts, and abilities to rendering Services for Members, which will be limited to:


1.5.1 Registration Process. For this Agreement to be valid, Member must complete the Badass CEO Membership Registration which includes:
1. purchasing membership through Kajabi;
2. clicking the Group Page link to go to Facebook;
3. logging into Member’s Facebook account;
4. requesting access to Group Page on Facebook by reviewing and answering all questions;
5. providing Member’s best contact email address;
6. opting in to receive important updates via Facebook Messenger;
7. reading the terms and conditions of this Membership Agreement;
8. selecting “Continue” to acknowledge and represent Member has read, understood, and agreed to be bound by the terms and conditions of this Membership Agreement;

 

1.5.2 Recurring Membership Service. Upon enrollment in Membership, The Badass CEO may render the following Services for Members on a monthly basis via the Group Page:
• Providing tips, tricks, and benefits in connection with bookkeeping
• Monthly question and answer with tax professionals
• Providing tips in plain English in connection with tax laws
• Presenting updates pertaining to new tax laws
• Recommending methods for analysis regarding financials
• Recommending software and relevant affiliate links
• Offering tips on and benefits about key performance indicator(s) (“KPI”)
• Providing information regarding business development
The foregoing list is an example and is not intended to be complete or exhaustive of the Services which The Badass CEO may render.


1.6 Group Administrator. “Group Administrator” means the individual representative of The Badass CEO who is dedicated and assigned to all Services for Members. Member understands and acknowledges that the Badass CEO agrees that it is not and will not become an agent, fiduciary, or otherwise representative of Member under the terms of this Agreement.


2. PAYMENT AND EXPENSES


2.1 Payment Method. The Badass CEO accepts payment via Podia Labs, Inc. (“Podia”) and any other form of payment which may be made available for Member by The Badass CEO. Member acknowledges that payment methods and fees are subject to change at the discretion of The Badass CEO and that ten (10) days, written notice of such change will be provided. Member agrees to abide by any and all relevant terms of service or other legal agreements whether with Kajabi, which can be located at https://kajabi.com/policies/terms/ or any third party that governs your use of a given payment processing method. Member acknowledges that The Badass CEO shall not be liable to Members or to any third parties for any modification, suspension, or discontinuance of the payment processing service. Member agrees that it is his or her sole responsibility to activate, maintain, or deactivate these accounts and payment methods.


2.1.1 Reoccurring Membership Payment. Member agrees to tender payment in the amount of $49 per month (“Membership Fee”). The membership fee will be processed on the same day of each preceding month until such time as the Agreement is terminated. If Podia is not able to process payment, a second attempt to process payment will be made. If payment is not successful thereafter, Badass CEO reserves the right to terminate Membership and restrict Member’s access to the Group Page, with or without notice. Member’s subscription will be reactivated upon payment of any outstanding fees, plus the current fee schedule applicable to the preceding month.


2.2 Third Party Costs and Expenses. The Badass CEO will only charge Member for efforts in connection with the Service. Therefore, third-party costs and/or expenses related to Services shall be the sole responsibility of the Member including, but not limited to QuickBooks, Honeybook, TaxJar, MileIQ, Zoom, PayPal, software, or any App, Third Party Service and/or Provider as defined in Paragraph 4.6 of this Agreement.


3. CANCELLATIONS AND REFUNDS

3.1 Cancellations. Members may cancel their subscriptions for any reason at any time by providing written notice to info@freebirdfinancial.us. Pursuant to Paragraph 2.1 of this Agreement, Member agrees that upon termination of the Services by the Member, it shall be the sole responsibility of the Member to cancel any future reoccurring payments of Membership Fees through Podia or any third party that governs your use of a given payment processing method. Upon termination of the Services by either Party for any reason, Member’s access to the Group Page will immediately cease. Member acknowledges that if The Badass CEO reasonably determines that a Member has violated this Agreement, The Badass CEO may immediately terminate the Member’s subscription and access to the Group Page with or without notice.

 

3.2 Refunds. Refund request should be directed to info@freebirdfinancial.us. Member acknowledges that refund policies are subject to change at the discretion of The Badass CEO, with or without notice. Member understands and agrees that any refund of payment shall not include costs and/or expenses related to any third party services and providers as set forth in Paragraph 2.2 of this Agreement.


3.2.1 Consultation Refund. Payment of the Consultation fee shall be non-refundable, unless Member notifies The Badass CEO in writing at info@freebirdfinancial.us of a request to cancel the Membership or reschedule the Consultation within up to forty-eight (48) hours prior to the scheduled date of the Consultation.


3.2.2 Ongoing Monthly Payment Refund. If a refund of Membership Fees is required for any reason, Member is solely responsible for notifying The Badass CEO in writing at info@freebirdfinancial.us within up to ten (10) days before Member’s payment of Membership Fees for the preceding month becomes due. At such time, The Badass CEO, in its sole discretion, reserves the right to issue a full or partial refund in connection with both the current and preceding month. Member understands and acknowledges that any refund of Membership Fees will be handled solely through PayPal or any third party that governs your use of a given payment processing method.


4. COVENANTS


4.1 Member Representations and Warranties. Member makes the following representations and warranties:
• Member has the power to enter into this Agreement on behalf of him/herself.
• Member agrees to provide The Badass CEO with everything needed to provide the Services.
• Member agrees to accept communications from The Badass CEO via email and Facebook Messenger.
• Member agrees that all forms of communication on the Group Page will comply with all Facebook terms and policies, which are located at https://www.facebook.com/policies.
• Member agrees to submit payment to Third Party Services and/or Providers, as needed, and agrees to adhere to the payment schedule described in this Agreement.
• Member agrees to adhere to the The Badass CEO Membership Code of Conduct, concurrently with all Facebook terms and policies, whether in person or electronically. The Badass CEO, at its sole discretion, will decide as to whether a Member abides by the Code of Conduct.

 

4.2 Code of Conduct. The Badass CEO may terminate a Membership for breaching the following Code of Conduct, which includes, but is not limited to:
• Member must act professionally
• Member must treat others as he or she would like to be treated
• Member must not make disparaging remarks of other Members
• Member must refrain from engaging in harassing conduct
• Member must refrain from using harmful and offensive language
• Member must not spam information to other Members in the group
• Member must refrain from engaging in solicitation or self-promotion
• Member must not post any personal private or confidential information
• Members must not seek out or share other Members’ contact or confidential information without prior, written consent
The foregoing list of terms is an example and is not intended to be complete or exclusive. Member understands and acknowledges that Facebook Commercial Terms, which can be located at https://www.facebook.com/legal/commercial_terms, shall govern with respect to Member’s access and use of Facebook products for business and commercial use.

 

4.3 General Rules for Use of Services on an Online Platform. Member understands and agrees to adhere to the following rules in accordance with Paragraph 4.2 of this Agreement:
• Member is responsible for any activity that occurs under Member’s account profile, so it is the Member’s responsibility to keep his or her account and password secure.
• Member may not impersonate another Member, person, or entity.
• Member must not abuse, harass, threaten, impersonate, or intimidate other Members.
• Member may not use the Facebook page for any illegal or unauthorized purpose.
• Member is responsible for verifying the safety, suitability, and functional state of any items or services given, shared, sold, or received via the Services.
• Member may not intentionally misrepresent any services shared via the Services.
• Member is responsible for his or her conduct and any data, text, information, accounts, usernames, graphics, photos, profiles, audio, video clips, and links ("Content") that Member submit, post, and display on the Group Page.
• The Badass CEO is not responsible for and makes no representations or warranties with respect to any Content posted by Members.
• Member is responsible for his or her access to, use of and/or reliance on any user Content. Member must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any Content.
• Member shall not post, transmit or otherwise distribute any surveys, contests, pyramid schemes, chain letters, junk mail, spam, or unsolicited messages.


The foregoing list of terms is an example and is not intended to be complete or exclusive. Member understands and acknowledges that Facebook Commercial Terms, which can be located at
https://www.facebook.com/legal/commercial_terms, shall govern with respect to Member’s access and use of Facebook products for business and commercial use.


4.3.1 Monitoring of Service. The Badass CEO does not have an obligation to monitor access or use of the Service or to review or edit any information or Content posted by Members. However, The Badass CEO has the right to do so for the purpose of operating the Services, to ensure compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

 

4.3.2. Removal of Content. The Badass CEO reserves the right, at any time and without prior notice, to remove or disable access to any data or Content submitted by a Member that it considers, in its sole discretion, to be in violation of this Agreement or harmful to the Services. Deleted Content may be stored by The Badass CEO in order to comply with certain legal obligations and claims. Consequently, The Badass CEO encourages Members to maintain backup of his or her Content. In other words, Company is not a backup
MEMBERSHIP AGREEMENT
service. The Badass CEO will not be liable for any modification, suspension, or discontinuation of the Services, or the loss of any Content. The Content available through the Service has not been reviewed, verified or authenticated by The Badass CEO, and may include inaccuracies or false information. The Badass CEO makes no representations, warranties, or guarantees in connection with the Service or any Content on the Service, relating to the quality, suitability, truth, accuracy or completeness of any Content contained in the Service.

 

4.3.3 Inappropriate Content. Member agrees not to upload, download, display, perform, transmit, or otherwise distribute any Content that (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening or (ii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation. The Badass CEO reserves the right to terminate Member’s receipt, transmission, or other distribution of any such Content or material using the Service, and, if applicable, to delete any such material from its servers. The Badass CEO intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.
The foregoing list of terms is an example and is not intended to be complete or exclusive. Member understands and acknowledges that Facebook Commercial Terms, which can be located at https://www.facebook.com/legal/commercial_terms, shall govern with respect to Member’s access and use of Facebook products for business and commercial use.


4.4 The Badass CEO’s Representations and Warranties. The Badass CEO represents, warrants, and states that as a condition of this Agreement, Services performed hereunder will satisfy and comply with this Agreement. The Badass CEO will use reasonable efforts to ensure accuracy of the information regarding the schedule of the Services, but will not be liable for any failure to update or notify Members of postponements or cancellations regarding the same. Additionally, the Badass CEO makes no representations, warranties, or guarantees in connection with the Service or any content on the Service, relating to the quality, suitability, truth, accuracy or completeness of any content contained in the Service.

 

4.5 Additional Conditions Associated with Services.
• The Badass CEO reserves the right to refuse Services to anyone for any reason at any time.
• The Badass CEO may, but has no obligation to, remove content and accounts containing content that The Badass CEO determines, in its sole discretion are unlawful, offensive, threatening, defamatory, obscene, otherwise objectionable, violates any Party's intellectual property, the terms of this Agreement, or Facebook’s Privacy Policy, located at https://www.facebook.com/privacy/explanation.
• Company may collect personal identifiable information in accordance with Facebook’s Privacy Policy and the provisions of this Agreement.

 

4.6 Third Party Services and Providers. The Badass CEO may recommend third party software, applications (“Apps”), products, services, or website links (collectively, “Third Party Services”) for Members’ consideration or use. Such Third Party Services are made available only as a convenience. The Badass CEO does not provide warranties with respect to Third Party Services. Member understands and agrees his or her purchase, access or use of such Third Party Services is solely between Member and the applicable third party service provider (“Third Party Provider”), and The Badass CEO is not obligated to intervene in any disputes arising between Member and the Third Party Provider. Member acknowledges that, under no circumstances, shall The Badass CEO be liable or responsible for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or Member’s contractual relationship with any Third Party Provider. Such limitations shall apply to the fullest extent permitted by applicable law.

4.7 Non-Disparagement. Both during the period that this Agreement is in effect and following termination of engagement, Member agrees to not disparage The Badass CEO in any manner harmful to its business or the personal reputation of any of The Badass CEO’s employees, independent contractors, owners, or agents. Breach of this provision shall be a breach of this Agreement. The Parties agree that damages under a breach of this provision would be difficult if not impossible, to determine, and therefore a breach of this provision shall result in a return of all fees received by the breaching Party, plus injunctive and other applicable equitable relief.

 

5. CONFIDENTIALITY


5.1 Private Information. The Badass CEO and Member mutually acknowledge that during the course of providing Services, each Party may be in receipt of confidential information of the other Party or other Members. The Parties must adhere to the Facebook Privacy Policies, which can be found at https://www.facebook.com/privacy/explanation. The Parties agree not to sell, rent, license, distribute, transfer, or directly or indirectly, disclose or permit the sale, rental, licensing, distribution, transfer, or discloser of confidential information, and to use their respective best efforts to prevent inadvertent disclosure of any confidential information to any Third Party Provider, either during the term of this Agreement or thereafter.

 

5.2 Testimonials. The Badass CEO Services and the Facebook platform allow for testimonials and input by Members regarding the Services. The Badass CEO reserves the right to access and modify the availability of testimonials. The Badass CEO reserves the right to monitor and utilize any available testimonials at its discretion.


5.3 Use of Feedback, Comments or Suggestions. Member acknowledges and agrees that any feedback, comments, or suggestions provided regarding the Services is given voluntarily and, even if designated as confidential, will not create any confidentiality obligation for The Badass CEO. Additionally, The Badass CEO will be free to use, disclose, reproduce, license, distribute, and otherwise exploit such feedback, comments, or suggestions as The Badass CEO may see fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

 

6. TERM AND TERMINATION


6.1 Term. The initial term of Service shall be thirty (30) days. Thereafter, the Parties agree that the Services will be offered on a month to month basis and may be terminated in accordance with Paragraph 6.3 of this Agreement.
 

6.2 Modification to Term. The Badass CEO may offer a more limited or extended term to Member at its discretion. Member acknowledges that this Paragraph does not guarantee such offer, which remains at the sole discretion of The Badass CEO.

 

6.3 Termination. The Badass CEO may terminate, change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content), Membership, or access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with Member’s use of the Service and related Content.

6.3.1 Termination Without Cause. This Agreement may be terminated at any time by mutual agreement of the Parties or at the individual election of a Party. In the event that either Party wishes to terminate this Agreement, that Party will be required to submit notice as required and defined in Paragraphs 3.1 and 3.2 of this Agreement.


6.3.2 Termination for Cause. This Agreement may be terminated automatically on the occurrence of any of the following events:
a) More than one (1) Member complaint regarding another Member
b) Failure by Member to adhere to the Code of Conduct as outlined in Paragraph 4.2 of this Agreement
c) The failure of a Member to make a required payment within thirty (30) days of due date.
d) The death of either Party.
e) The insolvency or bankruptcy of either Party.
f) The subjection of any of either Party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.


7. GENERAL PROVISIONS


7.1 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.


7.2 Non-Transferability by Member. Member shall not assign any obligations as contained in this Agreement. Any actual or attempted assignment shall entitle The Badass CEO to cancel all Services upon written notice to Member.


7.3 Transferability by The Badass CEO. The Badass CEO may assign any obligations as contained in this Agreement and must provide written notice of same to Member within ten (10) days of such transfer.


7.4 Choice of Law. The laws of the State of California (without giving effect to its conflict of laws principles) govern all matters arising from or relating in any way to the subject matter of this Agreement, including its construction, interpretation, and enforcement.


7.5 Arbitration. For any dispute with The Badass CEO, Member agrees to first contact The Badass CEO via email at info@freebirdfinancial.us and attempt to resolve the dispute informally. In the unlikely event that Member has not been able to resolve a dispute within thirty (30) days, Member agrees to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these terms, or breach or alleged breach thereof (collectively, “Claims”), by binding arbitration. Unless the Parties decide otherwise, arbitration will be conducted in San Diego, California. If a claim is for $10,000.00 USD or less, The Badass CEO agrees that Member may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the arbitration rules. Each Party will be responsible for paying any filing, administrative and arbitrator fees. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for experts and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall prevent either Party from seeking injunctive or equitable relief from the courts for matters related to intellectual property rights or unauthorized access to the Service.

TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS THE BADASS CEO AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.


MEMBER AGREES THAT, BY ENTERING INTO THESE TERMS, MEMBER AND THE BADASS CEO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.


7.5 Attorney Fees. In the event that any proceeding is commenced between the Parties of this Agreement or their representatives concerning any provision of this Agreement or the rights or duties of any person hereunder, the Party or Parties prevailing in such proceedings will be entitled to the reasonable attorneys’ fees and expenses of counsel and court costs incurred by reason of such litigation.


7.6 Severability. If any provision of this Agreement is determined to be illegal or otherwise unenforceable, then the remaining provisions remain in full force and effect.


7.7 Waiver. Any waiver by any Party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any other breach of this Agreement. No failure or delay by either Party in exercising any right, power or privilege shall operate as a waiver nor shall any single or partial exercise preclude any other or future exercise or the exercise of any other right, power or privilege. The rights and remedies in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law.


7.8 Force Majeure. The Badass CEO will not be liable for failure to perform any of its obligations under this Agreement during any period in which Member cannot perform due to matters beyond their control, including, but not limited to, power outage, strike, fire, flood, or other natural disaster, war, or riot.


7.9 Disclaimer. The Badass CEO intends only to provide educational and informational offerings and/or tactics as related to the financial, tax, and accounting aspects of business that, in theory, should aid a Member’s ability to comprehend a Member’s business finances. However, The Badass CEO cannot guarantee and is not responsible for any level of results. The Badass CEO makes no warranty that the Services will be available on an uninterrupted, secure, or error-free basis.


7.10 Limitation on Liability. EXCEPT WITH RESPECT TO A CLAIM FOR INDEMNIFICATION OR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.


7.11 Indemnification. Member shall defend, indemnify and hold harmless The Badass CEO, its agents, employees, and contractors against any and all expenses (including reasonable attorneys’ fees), damages, claims, suits, actions, judgments and costs arising out of or in connection with use of the Service and performance of this Agreement.


7.12 Agreement Not Enforceable by Non-Parties. Except where expressly stated otherwise in this Agreement, a person who is not a party to this Agreement has no rights to enforce any term of this Agreement.


7.13 Advice of Counsel. Member acknowledges that Member has been advised by counsel or had the opportunity to be advised by counsel and declined, in negotiation, execution, and delivery of this Agreement.

7.14 Order of Precedence. In the event that this Agreement conflicts with the terms of use as indicated on Facebook or within The Badass CEO’s website, the provisions of this Agreement shall supersede and shall be the governing agreement.


7.15 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, relating to the subject matter herein.


Parties have caused this Agreement to be executed on the Effective Date of acceptance by joining the Group Page on Facebook.

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