THINK MULTIFAMILY, LLC
Education Membership and License Agreement
NOTICE TO USER/PURCHASER/MEMBER: PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING A MEMBERSHIP AND/OR ATTENDING THINK MULTIFAMILY, LLC EVENT(S), YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT PURCHASED THE MEMBERSHIP AND ON WHOSE BENEFIT IT IS USED. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PURCHASE A MEMBERSHIP.
In consideration for the payment of the Membership Fee, Think Multifamily, LLC (hereinafter referred to as “TM”, “we” or “us”) grants the purchaser of the membership (“Member”), subject to the terms and conditions of this Membership and License Agreement (“Agreement”), a Student Membership in the TM Workshop System (the “Program”) and all the benefits adherent to such Membership for the term as indicated herein.
Term of Membership/No Obligation to Continue Membership
Upon the purchase of a Membership, Member is granted membership and access to the Program for 12 months (“Membership Term”). Member may renew such Membership on the terms and conditions provided for in this Agreement and as reflected on the website www.thinkmultifamily.com, however, Member is under no obligation to renew Member’s Membership. Member may cancel at any time. In the event of cancellation, Member shall not be entitled to a refund of any fees or amounts paid to TM. TM reserves the right to remove a member without cause. If the removal is due to a violation of this agreement, no monies will be refunded to the member. If the removal is not due to a violation of this agreement, TM will prorate and return monies to the member. TM reserves the right to change the Membership fees at anytime for new members and/or existing members who renew within the program.
Expiration of Initial Term/Annual Update Fee
At the expiration of the Initial Term, Member may renew the Membership on an annual basis by paying the renewal fee on the terms and conditions, and in the amounts as indicated in and on www.thinkmultifamily.com (“Website”). At the Member’s election, the Member can choose to renew. Upon the payment of the renewal fee, Member’s License, as indicated herein, is extended for the term of the Membership and the Member may continue to participate in the Program and continue to receive access to Program Materials. The renewal fee covers any updates, changes, or modifications to the Program and Program Material
Termination of Membership
After the expiration of the Initial Term, the Membership shall terminate if the Member fails to pay a renewal fee as indicated herein.
Limited Non-Exclusive License
As a Member of the Program, TM grants the Member, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable limited license (“License”) and right to use the TM’s Program Materials, including any curriculum, workbooks, PowerPoint® presentations, mailers, forms, postcards, and any other material containing TM trademarked or copyrighted material, and any and all future updates or changes to such material (“Program Material”).
Ownership and Limitation of License
Any and all content created or provided by TM is the sole and exclusive property of TM, and is protected by U.S. laws and international treaties. Member may not copy, publish or distribute the Program Material in any form or by any means, except as expressly set forth in this Agreement, or as otherwise authorized in writing by TM. By indicating acceptance of these terms, Member does not become the owner of the Program or the Program Materials, but are entitled to use them as specifically permitted according to the terms of this Agreement and subject to all additional notices or information obtained through the Website.
Publication of Workshops
TM may, at its election, publish the location and availability of any workshops or seminars for the Program on the Website. TM reserves the rights to change any date for a workshop and/or seminar at anytime.
Member may not do any of the following: (a) copy, reproduce, display, share or disclose Program Materials other than as consistent with the terms of this Agreement, (b) sell, share, transfer, license, rent, sublicense, or repurpose the Program or Program Materials or use them in any manner not expressly authorized by this Agreement, (c) remove or alter the copyright notice or other legal disclaimers contained within the Program Materials, (d) assign Member’s rights, duties or obligations under this Agreement without the prior written approval of TM, or (e) use the Program Materials in a manner contrary to the intended purpose of the Program.
As a benefit of Membership, Member is entitled to reasonable support for the Program and the Program Materials. Members may email email@example.com with any questions.
Use of Professional Judgment
In providing the Program Material, TM is not engaged in rendering legal advice or other financial or professional services. The Program Material is made available for Member for educational and informational purposes only and not as a substitute for Member’s analysis or judgment. Member must exercise professional judgment when using any information contained in the Program Material and take sole responsibility for its use. TM and the editors and authors of the Program Materials have conscientiously and carefully tried to provide educational information that are relevant and current at the time of publication. While the Program Materials authors use reasonable efforts to see that no inaccurate or misleading data, opinion, or statement appear in Program Materials, TM does not warrant or guarantee the completeness or accuracy of the Program Materials. Additionally, standards and practices in buying and selling multifamily real estate properties change as new data becomes available and although updates to the Program Materials are issued periodically, TM does not guaranty the timeliness of any Program Material.
TM provides a thirty (30) day limited warranty that the electronic and physical Program Materials will be free from physical defects. The Program Materials will be replaced if the Member returns the defective Program Materials within 30 days of delivery. Member further understands typographical, spelling or grammar errors do not constitute a defect and no exchanges will be made for these errors.
No Other Warranties
THE PROGRAM MATERIALS ARE PROVIDED “AS IS” WITH NO GUARANTEE OF COMPLETENESS, ACCURACY OR TIMELINESS. TM DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PROGRAM OR THE PROGRAM MATERIAL WILL BE ERROR FREE, OR THAT MEMBER WILL ACHIEVE ANY EXPECATIONS THAT MEMBER HAS FOR THE PROGRAM OR PROGRAM MATERIAL, INCLUDING SUCCESSFUL DEALS IN BUYING OR SELLING REAL PROPERTIES, APARTMENT BUILDINGS, OR OTHER MULTIFAMILY PROPERTIES. EXCEPT AS PROVIDED FOR HEREIN, TM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF AVAILABILITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TM SHALL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF MEMBER’S USE OF THE PROGRAM MATERIAL OR FOR ANY RELIANCE ON ANY INFORMATION PROVIDED BY OR IN THE PROGRAM MATERIALS, EVEN IF TM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TM’S LIABILITY TO MEMBER FOR ANY CLAIM FOR DAMAGES RELATING TO THE PROGRAM AND/OR THE PROGRAM MATERIALS, REGARDLESS OF THE FORM OF THE ACTION, AND WHETHER BASED IN CONTRACT OR TORT, SHALL BE LIMITED IN THE AGGREGATE TO THE AMOUNT OF THE MEMBERSHIP FEE AND ANY RENEWAL FEES PAID BY MEMBER.
MEMBER RECOGNIZES AND AGREES THAT TM HAS MADE NO IMPLICATIONS, WARRANTIES, PROMISES, SUGGESTIONS, PROJECTIONS, REPRESENTATIONS, OR GUARANTEES WHATSOEVER TO MEMBER ABOUT FUTURE PROSPECTS OR EARNINGS, OR THAT MEMBER WILL EARN ANY MONEY OR CLOSE DEALS, WITH RESPECT TO THE MEMBERSHIP, INCLUDING, BUT NOT LIMITED TO, THE PROGRAM AND PROGRAM MATERIALS, AND THAT TM HAS NOT AUTHORIZED ANY SUCH PROJECTION, PROMISE, OR REPRESENTATION BY OTHERS.
Governing Law/Forum Selection Clause
This Agreement is to be construed in accordance with and governed by the laws of the State of Texas without giving effect to any choice of law rule. Each party hereby irrevocably consents to the jurisdiction and venue of the state and federal courts located in Denton County, Texas in connection with any claim, action, suit, or proceeding relating to this Agreement. However, TM may seek injunctive, equitable or similar relief from any court of competent jurisdiction.
Any claim, dispute, or controversy (“Claim”) arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Consumer Rules in effect at the time the Claim is filed (“AAA Rules”). Copies of the AAA Rules and forms can be located at www.adr.org, or by calling 1-800-778-7879. The parties will split the cost of the arbitrator and arbitration equally. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award. Any such suit may be brought only in Federal District Court in the State of Texas, or if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver.”
CLASS ACTION WAIVER
Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.”
BY REDEEMING OR PURCHASING A MEMBERSHIP AND USE OF THE CURRICULUM, YOU AGREE NOT TO SUE TM, ITS AFFILIATES, OR ITS SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) FOR, AND AGREE TO RELEASE AND HOLD HARMLESS THE RELEASED PARTIES FROM AND AGAINST, ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF THE USE OF THE CURRICULUM.
If you are a California resident you have the right to request information from TM regarding the manner in which TM shares certain categories of your personal information with third parties, for the third parties direct marketing purposes. California law provides that you have the right to submit a request to TM at its designated address and receive the following information: (1) The categories of information TM disclosed to third parties for the third parties’ direct marketing purposes during the preceding calendar year; and (2) The names and addresses of third parties that received such information, or if the nature of their business cannot be determined from the name, then examples of the products or services marketed. You are entitled to receive a copy of this information in a standardized format and the information will not be specific to you individually. You may make such a request by emailing firstname.lastname@example.org.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited
Entire Agreement; Amendment
This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior and contemporaneous negotiations, understandings and agreements with respect to the subject matter of this Agreement. Any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of both parties.