Terms of Use

TERMS OF SERVICE AND MEMBERSHIP AGREEMENT (“Agreement”)

Last updated: January 26, 2024

We at Exclusivia thank you for joining our growing members-only community of discerning people who are interested in accessing information, products and services curated with the utmost integrity.  In order to access our Services as a member, we require that you accept the terms of this Agreement and our Privacy Policy. [ADD LINKS TO ACCEPT OR DECLINE.]

 MODIFICATION OF THESE TERMS

From time to time, we may change this Agreement. When we do, the “Last Updated” line at the beginning of this Agreement will be revised. You are responsible for regularly reviewing this Agreement. Your continued use of the Services following the posting of changes to this Agreement indicates your acceptance of those changes. Unless we provide you with specific notice, no changes to this Agreement will apply retroactively.

License and Site Access

As a condition (but not the only condition) of membership, you must promptly pay when due all membership dues charged by Exclusivia at the time payment is due.  Failure to pay membership fees when due is grounds for immediate termination of the license granted in this section. Provided that you remain a member in good standing, Exclusivia grants you a limited non-exclusive, non-transferrable license to access and use the Exclusivia’s Site, App, and other Services to enjoy the benefits included in membership.   Exclusivia reserves the right to terminate your membership and the associated license granted in this Agreement if you breach the terms of this Agreement.  Exclusivia may update this Agreement from time to time, and it is your duty to periodically review the terms of this Agreement for any changes.  You must, at all times, comply with the terms of this Agreement, including any related changes or amendments.

Decorum

You as a member are expected to help us in upholding the high standard of mutual respect and integrity within the Exclusivia community.  Accordingly, it is a breach of this agreement to, among other things, use the Service in any way to engage in or post hate speech, pornography or to intimidate, bully, harass, endanger or stalk any person, whether or not they are Exclusivia personnel or a fellow Exclusivia member.  Without limiting Exclusivia’s other rights or remedies, doing so or attempting to do so will constitute an immediate breach of this Agreement for which Exclusivia may immediately terminate your membership in its sole and absolute discretion.

Accounts and Access

By signing up as an Exclusivia member, you represent that you are of legal age and will only use the Services for legitimate purposes. You also agree to provide true and current information about yourself when you apply for Exclusivia membership. If you provide any information that is untrue or inaccurate or Exclusivia has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Exclusivia has the right to suspend or terminate your account and refuse any and all current or future use of the Services.

The account credentials you use to access the Service and your membership account, such as your username and password, are unique to you.  You agree not to share your account credentials to allow any third party the use of your membership account.  Also, selling, trading, or otherwise transferring a membership account to another party is prohibited without the written consent of Exclusivia.

Members may not have more than one active membership account, if for some reason you accidentally create an extra account please email our team to get this rectified immediately. The Service is not available to any users suspended or removed from the Services by Exclusivia for any reason. Contact us as provided in the Contact Us section with any questions regarding your account and account access.

Prohibited Acts

The information on the Site and any and all rights associated with it is owned solely by Exclusivia and/or its partners or experts.  It sounds a bit harsh, but using any of the logos, images, text, information, or video from the Site without written consent is stealing.  The following specified actions are a non-exhaustive list of examples of prohibited actions which may result in, without limiting Exclusivia’s rights or remedies, the immediate termination of your membership in Exclusivia’s sole discretion:

• No downloading, copying. Except if express permission is granted by the owner of such information or Exclusivia, do not download or copy account information or any other data, code or  content from the Site for any reason, including for the benefit of a vendor or any other third party;
• No unauthorized hypertext links to the Site or framing of any content available through the Site, nor uploading, posting, or transmitting any content that you do not have a written permission from its owner to share (such as the intellectual property of another party);
• No uploading, posting, or transmitting (to Exclusivia or any of its experts or other members) any material that contains software viruses or any other computer code, files or programs designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• Do not take any action that imposes or may impose (in Exclusivia’s sole discretion) an unreasonable or disproportionately large load on Exclusivia ‘s infrastructure; or any use of data mining, robots, or similar data gathering and extraction tools. You may not bypass any measures used by Exclusivia to prevent or restrict access to the Site. Any unauthorized use by you shall terminate the license granted to you by Exclusivia in this Agreement;
• Do not plagiarize the content posted by others;
• Do not violate any governing law, rule, regulation, or court order in connection with your use of the Services.
• Do not breach any other term of this Agreement.
• Use of our Services by children under age 18 is strictly prohibited.  We do not knowingly collect store or disclose personal information from children.  If we learn that we have collected personal information from a child under age 18, we will take appropriate steps to delete that information. If you become aware or believe that such a child has provided us with personal information, please contact us as provided in the Contact Us section  If you are a resident of California, USA, under 18 years old and a registered user of the Services, please contact us as described in the Contact Us section to access, change or update your personal information.

Exclusivia reserves the right, in its sole and absolute discretion, to terminate the membership of any member, including for any of the above reasons or if such member acts without ethics in regards to other members and Exclusivia, or otherwise jeopardizes the integrity of Exclusivia or any of its members.

Confidentiality

You are responsible for maintaining the confidentiality of your account and password. You are liable for all activities that occur under or initiated by or through your account or password.

Right to Refuse Service

 

Notwithstanding anything contained in this Agreement to the contrary, Exclusivia reserves the right to refuse service or remove or edit content in its sole discretion. Notwithstanding the above, we retain the right in our sole discretion to deny access to anyone to the Services and membership at any time and for any reason or no reason.

 

Membership Fee

We do charge membership fees which are subject to taxation in accordance with applicable federal or state law.  We may change membership fee amounts at any time, but changes will apply only to new and renewal memberships. The membership fee is not refundable for any reason.

Exclusivia does occasionally license its membership program to targeted experts, partners and affiliates.  This may give members access without payment, reduced payment, or limited time trial periods subject to the agreement with said partner.  In the event that this partnership program does terminate, members will be given the opportunity to continue to their Exclusivia membership according to Exclusivia’s discretion.

Experience Credits

Exclusivia may administer Experience Credits upon full receipt of the annual membership fee.  This credit may be used towards the purchase of approved experiences on Exclusivia Experiences marketplace.  Any credits will expire within 364 days of being issued. These credits are not redeemable for cash or other goods.  They non-transferrable to other members.  They will also not carry over to the following year.  This is based upon member’s annual membership date, not on the calendar year.  If Exclusivia were to stop administering it’s services, all these credits will be non-redeemable.

Billing and Renewal

If membership is approved, membership billing will commence immediately subject to the payment options elected by the member. If membership is denied, there will be no charges.

The initial term of a membership shall commence on the date it is purchased and continue until the renewal period from the date in which the membership was purchased. Each membership will automatically renew (monthly or annually) (“Continuous Membership”) unless you notify Exclusivia of your decision to cancel your membership prior to your renewal date; or we terminate your membership. Renewal membership fees will be billed (monthly or annually) and automatically to the credit card we currently have on file, in the amount of the then current membership fee on or around the day in which your current Membership or Renewal Membership term expires.

Cancellation; Termination

You have the right to cancel your membership at any time.  Exclusivia reserves the right to cancel or suspend, including any associated accounts, without notice, for any reason in our sole discretion. We may terminate any or all of the benefits available to members at any time with or without notice.  If you cancel your membership, you relinquish your current membership rate and understand you may not be able to rejoin at a later time at that rate but will be charged the then-current rate at the time you re-join.

Partner Policies

We have no control over our experts or other partners, their policies, prices, etc.  It is important for members to understand that while we give information about products or services from experts and partners, the fulfillment of such products and services is the responsibility of that expert or partner.  You acknowledge that associated expert or partner charges including, tax and incidentals are the responsibility of the individual member. You are responsible for any taxes or other payments that apply to expert or partner products or services. You acknowledge that Exclusivia experts and partners have rules and policies. You are responsible and liable for verifying and abiding by these policies. You agree to abide by the terms and conditions of purchase imposed by any expert or partner from whom you elect to purchase products or services.

Disclaimer of Liability and Warranty

We try to be as thorough, up to date, and forthright as possible to give our users the best experience possible.  That being said, the content, products, and services published on our Services may include inaccuracies or errors. We do not guarantee the accuracy and disclaim all liability for any errors or other inaccuracies relating to such information and description of the content, products, and services.  Exclusivia makes no representations about the individual suitability of the information, software, products, or services featured on the Services.  Suitability is the responsibility of the user to determine.  Exclusivia and its partners (including experts and sellers) also expressly disclaim all representations and warranties that the Services or any emails sent by any of them or their respective suppliers, are free of viruses or other harmful components.

Force Majeure

Performance of this Agreement by Exclusivia is excused in the event of acts of God,  force majeure or other causes beyond Exclusivia’s direct and exclusive control, including storms, national disasters, wars, insurrections, riots, strikes, pandemics, shortages, Internet or electronic service outages, overbookings or cancellations, resulting in adverse consequences to you.

Limitation of Liability

You agree that Exclusivia and its affiliates, officers, employees, agents, and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages, expenses or fees, including those you incur for lost profits, goodwill, use, loss or corruption of data or data privacy, property damage, personal injury, death or other loss resulting from the acts, errors, omissions, representations, breach of warranties, breach of contract, or negligence of any partners or otherwise from your use of the Services.   You also agree that any liability (if any) of Exclusivia to you is limited to your out of pocket costs incurred as a direct result of the gross negligence or willful act or omission of Exclusivia and is limited, in any event, to the amount of membership fees or other fees paid by you within the six (6) months prior to the occurrence of the event resulting in damages.

Recommendations and Suitability

For products and services featured on the Services, we do not make suitability recommendations.   We simply highlight the unique features and describe why we believe such a product or service might be worth learning more about.  This is only our opinion resulting from our experience.  Member experiences may differ from our experience with the product or service.  Suitability for each member should be determined by the members themselves based upon their own unique situation.   Gathering more information prior to purchase is the sole responsibility of the member.

Indemnity

You agree to indemnify and hold Exclusivia (and its members, affiliates, owners, officers, directors, agents, and employees) harmless from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys’ fees arising out of or related to your breach of this Agreement, your violation of any law or the rights of a third party, and your use of the Services.

Links

Exclusivia or third parties may provide links to other Internet sites or resources. Because Exclusivia has no control over such sites and resources, you acknowledge and agree that Exclusivia is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Exclusivia shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such internet sites or the content, goods or services available on or through those sites or resources.

Exclusivia Member Events

By signing up to attend an Exclusivia member event, you are promising to act with the utmost integrity towards Exclusivia team members and other Exclusivia members.  You will not spam, harass, stalk, block, intimidate, or do anything that is deemed unethical. inappropriate or illegal in the sole discretion of Exclusivia.  Doing so could result in termination of your membership and legal action against you.

Access To Password Protected/Secure Areas

Access to and use of password protected and/or secure areas of the Services is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Services may be subject to action by Exclusivia, including membership termination and prosecution.

Marks

The marks (including trademarks and service marks) and logos displayed on the Services (“Marks”) are the property of Exclusivia and its partners or other third parties. Users are prohibited from using any Marks for any purpose including, but not limited to use as metatags on other pages or sites on the Internet without the written permission of Exclusivia or such third party that may own the Marks. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any content available on or through the Services for commercial or public purposes.

Procedure for Claims of Intellectual Property Infringement

Exclusivia respects the intellectual property of others, and we ask our users to do the same. Exclusivia may, in appropriate circumstances and at its discretion, disable and/or terminate accounts of users who may be infringing the intellectual property of a third party in Exclusivia’s sole and absolute discretion.

Electronic Communication

When you use the Services to communicate with Exclusivia, you may be communicating with Exclusivia electronically. You consent to receive communications from Exclusivia electronically. Exclusivia will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Notices and Contact Us

If you wish to contact us or send notices to us under this Agreement, each notice must be in writing, properly addressed, and sent to us in at least one of these ways:

1. Please email us at [email protected], Attn:  Contracts Officer; or
2. You may also reach our Contracts Officer by mailing us at our address at                                                     , USA, Attn: Contracts Officer.

Notices will be considered to be received (a) if by email, two calendar days after they are sent, and (b) if by mail, five calendar days after they are mailed with sufficient postage affixed.

Severability

If any of the terms of this Agreement are deemed invalid, void, or unenforceable, the parties agree that a court or other similar authority responsible for resolving a dispute under this Agreement should give effect to the parties’ intentions as reflected in this Agreement as a whole, and the unenforceable term shall be deemed severable and shall not affect the validity or enforceability of any remaining term.

Section Headings

Headings are for reference purposes only and do not limit the scope or extent of such section.

Waivers

The failure of Exclusivia to act with respect to any breach by you of any term of this Agreement does not waive its right to act with respect to subsequent breach of the same term or other terms of this Agreement.

Entire Agreement.

This Agreement constitutes the entire agreement between you and Exclusivia with respect to the subject matter of this Agreement and governs your relationship with us and your use of the Services, superseding any prior or contemporaneous agreements between you and Exclusivia with respect to those matters.