Real Rel, LLC Membership
Terms and Conditions
These Terms of Service (“Terms of Service”) constitute the terms and conditions that govern the relationships between Real Rel, LLC, a Utah limited liability company (“Real”), and the individual or company (“Member”) identified in the Membership Agreement, who has agreed to these terms by signing the Membership Agreement. Member agrees to be bound by these terms and conditions and to comply with other policies and codes of conduct of Real. the client or company identified in the Membership Agreement (the “Company”) hereby agrees to be bound by these terms and conditions, along with any standard of conduct or other Real policies incorporated herein (these “Terms”), as if they were incorporated directly into the Membership Agreement. The terms “Membership Agreement” and “Agreement” as used herein shall be deemed to include these Terms as well as the applicable Membership Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby agreed and acknowledged, each of Member and Real hereby agrees to be bound as follows:
MEMBERSHIP ELIGIBILITY
Membership eligibility shall be determined at the sole and complete discretion of Real.
Membership Eligibility Requirements:
- Receive an official invitation from Real;
- Member’s revenue must be greater than $1,000,000. Any exceptions to this must be approved by Real.
MEMBERSHIP FEES
Member agrees to pay to Real the dollar amount(s) that corresponds to the Member’s selected membership tier and any upgrades or additions to Member’s membership (. (the “Membership”). All membership fees (the “Membership Fees”) shall be paid annually, quarterly or in advance, as indicated on the Membership Agreement, and with the fees associated with Member’s payment method and frequency. Members paying annually shall be charged the annual fee shown above. Members paying quarterly shall be charged quarterly an amount equal to the annual fee divided by 4, plus an additional 10%. Members paying monthly will be charged monthly an amount equal to the annual fee divided by 12, plus an additional 10%.
If a Member chooses to pay Membership Fees by credit card, a 3% processing fee will be applied. The Member authorizes Real to charge the indicated credit card in the Membership Agreement or any other credit card provided through written or electronic communication. The charges will be made as follows:
- Annual Membership Fees: Charged within 30 days of the Effective Date and on each annual anniversary thereafter.
- Quarterly Membership Fees: Charged no later than the first day of the first month of each quarter.
- Monthly Membership Fees: Charged no later than the first day of each month.
If Membership Fees are not paid using a credit card, they must be paid within 30 days from the date Real sends an invoice to the Member. Membership Fees will be considered overdue 10 days after the due date. Any applicable discounts will become invalid if Membership Fees are not paid on time. A late fee of 10% per month, or the maximum allowable interest under applicable law, whichever is greater, will be assessed on overdue Membership Fees.
n the event that collection efforts become necessary, the Member agrees to pay all collection costs plus an additional 25% of the unpaid amount to cover Real’s losses, costs, and expenses, regardless of whether the account is submitted to an outside collection agency. The Member also agrees to pay all court costs and attorney fees if legal action is required. If the Member cancels their Membership, no refund will be provided for payments already made. Real reserves the right to cancel Membership due to non-payment of fees or violations of Real’s Terms of Service and related policies, at its sole discretion.
TERM
The initial term is twelve (12) months, starting from the Effective Date. After this period, the term will automatically renew and extend on a year-to-year basis, subject to standard annual rate increases. Either party may terminate the agreement by providing written notice to the other party at least ninety (90) days before the expiration of the initial term or any renewal term.
EVENTS, TRIPS, AND CANCELING A TRIP
Real will organize and plan Events and trips and will obtain advantageous rates for Events, including Trips. Member may select to attend an Event, including a Trip. Member shall be responsible for certain costs associated with Trips, including transportation to and from local airports and the cost of flights, as specified by Real.
If Member signs up for a trip and subsequently decides to not attend such trip, Member must provide notice to Real no less than 90 days prior to the start date of the trip. If Member provides notice after 90 days prior to the start date of the trip, Member will be responsible for paying all costs associated with the trip, plus a fee of 20% of such costs. Any trip credits associated with a cancelled trip may be applied to a trip in the year following such canceled trip, presuming the Member maintains its Membership. If a Member cancels their Membership, there shall be no refunds or credit given for a canceled trip.
EVENT CONTENT
From time to time, Members may request to or may be asked to provide content at an Event. Member and its attendees providing content agree that Member is solely and responsible for any and all content that Member provides at an Event or to Real for presentation or distribution at an Event. Real is not liable for any content or information provided by Member or any other member, and Real is not responsible for the protection of Member’s intellectual property. Member hereby grants Real a license to use any intellectual property presented at any Real meeting or Event. It is Real’s policy that members cannot reproduce any materials presented at an Event or Real meeting without prior written permission from the intellectual property owner.
IMAGE RELEASE
Member agrees and accepts that at Real Events, Trips, and/or other Real meetings, Member’s likeliness, image, and or voice, will likely be captured, photographed or record with still photography, film, audio recordings, digital still images, and/or digital video recording, and Member grants Real a non-exclusive, worldwide, royalty free right to use their image, likeness, audio, and/or video recording(s) in perpetuity in any form or medium, as part of any broadcast or recording of such Real Events, Trips, and/or other Real meetings, or as part of any other commercial purposes, including in advertising and promotional materials, whether in or on social media, as still or video images and/or audio or in print form.
TRADEMARK USE
Member hereby consents to the display or use by Real of Member’s trade names, logos, trademarks or service marks in Real’s promotional materials, customer lists, business plans, investment memoranda, or announcements, but no license is granted beyond this limited use.
CONFIDENTIAL INFORMATION
In connection with the provision of the providing Events, Trips, and/or other Real meetings, Services, Real may require access to certain Member Information (“Member Information”) which Member may consider as confidential. Except as consented to in writing by Member or as required by applicable law or court order, Real will maintain the confidentiality of all Member Information that is reasonably considered to be Confidential Information or is so designated by Member, and will use the Member Information for the sole purpose of providing the Events, Trips, and/or other Real meetings. The foregoing obligation shall not apply to any information which is: (i) already known by the receiving party prior to disclosure; (ii) publicly available through no fault of the receiving party; (iii) rightfully received from a third party without a duty of confidentiality; (iv) disclosed by the disclosing party to a third party without a duty of confidentiality on such third party; (v) independently developed by the receiving party prior to or independent of the disclosure; (vi) disclosed under operation of law; or (vii) disclosed by the
receiving party with the disclosing party’s prior written approval.
FORCE MAJEURE
Neither party shall be responsible for any failure to perform or delay in fulfilling any of its obligations under this agreement where and to the extent that such failure or delay results from causes outside the reasonable control of the party. Such causes shall include, without limitation, Acts of God, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, pandemics, quarantine restrictions, freight embargoes, civil commotions, or the like.
INSURANCE
Member shall maintain, at its expense, a comprehensive general liability insurance policy covering claims of bodily injury, including death, and property damage that may arise out of attendance on any Event, and containing such other provisions as may be required by Real. Such policy or policies shall provide a minimum coverage of $1,000,000 per occurrence. Upon request by Real, Member shall promptly supply Real with certificates of insurance of such policies.
LIMITATION OF LIABILITY
Member agrees that it shall not hold Real or its agents or employees liable for any incidental or consequential damages that arise from failure to perform any aspect of this agreement, unless such failure was caused by intentional or willfully negligent acts of Real. Real is not responsible or for loss or damage to personal property associated with or resulting from participation in any Event or Trip. Member recognizes that some events and activities that occur on or at an Event, including on or at Trip, may be subject to an element of physical or emotional risk, harm, injury, or danger, and Member assumes full liability and responsibility. Participation in these activities is up to Member and the attendee. Real is not responsible for any harm or injury to the attendee during these activities. It is within Member’s and its attendee’s sole discretion to participate in the activity or merely be an observer at the activity.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY CLAIM OR ACTION HEREUNDER, BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY. IN NO EVENT SHALL REAL BE LIABLE TO MEMBER OR ANY MEMBER ATTENDEE FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS OF THE AMOUNTS ACTUALLY PAID TO REAL BY MEMBER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO LIABILITY.
GOVERNING LAW AND JURISDICTION
The Membership Agreement and these Terms of Service shall be governed by the laws of the State of Utah, without regard to conflict of law principles thereof. Any legal cause of action arising from or related to this Agreement shall be commenced in the state or federal courts located in Salt Lake County, Utah. The parties agree to personal jurisdiction in the courts of Salt Lake County, Utah, and agree to waive the right to trial by jury.
DISPUTE RESOLUTION
Any disputes arising out of this agreement shall be submitted to binding arbitration before a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s decision and award shall be final, and judgment may be entered in any court having jurisdiction thereof. The non-prevailing party in any dispute shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the prevailing party.
INTEGRATION AND SEVERABILITY
The Membership Agreement and these Terms of Service represent the complete and exclusive agreement between Real and Member and supersede all prior communications, whether written or oral, relating to the Membership. No amendment or modification shall be valid or binding upon the parties unless in writing and signed by each party. No course of conduct shall be deemed to constitute an amendment or modification, and no waiver shall be deemed a continuing waiver unless agreed to in writing by the party to be charged therewith. If any provision of the Membership Agreement or these Terms of Service is determined by a court of competent jurisdiction to be invalid or incapable of being enforced, such provision shall be excluded to the extent of such invalidity or unenforceability. All other terms hereof and thereof shall remain in full force and effect.
MODIFICATIONS
These Terms of Service may be amended and updated from time to time at the sole discretion of Real. Modified versions of these Terms of Service will be considered effective as of the date and time posted to Real’s website. Member’s continued participation in Membership after such modifications are posted will signify Member’s continued acceptance of, and agreement to be bound by these Terms of Service, as modified.
ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous communication, representations, or agreements between the parties, whether oral or written, regarding the subject matter of this agreement.