This Skill Masters Market Membership Agreement (the “Agreement”) is entered into by and between The Skill Masters Market, LLC, an Illinois limited liability company (“Skill Masters”) and anyone joining the Nonprofit L&D Collective membership community (“Member”). Skill Masters and Member shall be referred to individually as “Party” or collectively as “Parties.”  This Agreement is effective as of the date that the Member joins the community on the Heartbeat platform (“Effective Date”).

WHEREAS, Skill Masters provides certain products and services relating to leadership and development which are beneficial to the development and growth of leadership and development professionals, service providers, and vendors;

WHEREAS, Skill Masters desires to offer certain of these products and services as part of its Membership Program (the “Program”).

WHEREAS, Member desires to become a part of the Membership Program upon the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are is acknowledged, the Parties agree as follows:

1.     Membership.  Skill Masters offers three membership levels as follows:

(a)   Standard Member.

·       Benefits: access to networking events and anything deemed available to all members

(b)   Catalyst.

·       Benefits: access to Standard Member benefits, plus group coaching, workshops, and anything deemed available to all Catalysts

(c)   Service Provider Partner.

·       Benefits: access to Catalyst benefits, plus anything deemed available to all partners.

(d)   Sponsor.

·       Benefits: promotion inside the community, plus anything deemed available to all sponsors.

Upon agreement to these terms and conditions, Skill Masters hereby admits Member to the Program. Skill Masters may list Member on its website or other published materials as a member of Skills Masters during the Term (as defined below) of this Agreement.

2.     Term and Termination.

(a)   Term. The term of Member’s membership in the Program commences on the Effective Date for a period of one (1) year (the “Initial Term”). After the end of the Initial Term, this Agreement will be automatically renewed for successive one (1) year periods (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), subject to the same terms as the Initial Term.

(b)   Termination. During the Term, Skill Masters may terminate this Agreement and remove Member from the Program at any time, without cause or prior notice. Member may terminate this Agreement by providing thirty (30) days’ written notice to Skill Masters.

3.     Obligations of Member. During the Term, Member shall at all times:

(a)   Remain in good standing in the state where Member conducts business.

(b)   Abide by any applicable code of ethics or professional conduct relating to Member’s field or profession.

(c)   Use its best efforts to:

·       Refer potential clients or members to the Program;

·       Participate in Skill Masters networking and marketing events;

(d)   Cooperate with Skill Masters Market in all matters relating to this Agreement.

4.     License. Member hereby grants to Skill Masters a non-exclusive, non-transferable, and non-sublicensable license to use Member’s name, likeness, company name, and trademarks during the Term in connection with all purposes, whether incidental or necessary, to publication on or promotion of Skill Masters or the Membership Program.

5.     Fees.  Partner shall pay Skill Masters an annual subscription fee (the “Fee”), which shall be determined in accordance with the tier structure set forth on Exhibit A. Skill Masters reserves the right to adjust and make exceptions to the tier structure as needed. The Fee is non-refundable and shall be paid on an annual basis. The Fee for the Initial Term shall be due and payable as of the Effective Date and on the first day of each Renewal Term thereafter (“Fee Due Date”). Skill Masters reserves the right to adjust the Fee at any time by providing 30-day notice to Member. If payment of the Fee is not made by the Fee Due Date, Skill Masters may remove or suspend Member’s status or may terminate this Agreement. If Member membership in the Program is removed or suspended for failure to make payment, Skill Masters may, in its sole discretion, reinstate the Member’s membership after payment is made in full.

6.     Independent Contractor. Member is an independent contractor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Skill Masters and Member for any purpose. Neither Party has authority (and shall not hold itself out as having authority) to bind the other Party, nor shall either Party make any agreements or representations on the other Party’s behalf.

7.     Confidentiality. All non-public, confidential, or proprietary information of Skill Masters (“Confidential Information”), disclosed by Skill Masters to Member, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Member’s individual, private use, and may not be disclosed unless authorized by Skill Masters in writing. Confidential Information includes, without limitation, payments, policies, fee schedules, training modules and strategies, business plans, client lists, customer information, presentations, documents, financial plans or information, business operations, customer lists, customer data, pricing, discounts or rebates. Upon Skill Masters’ request, the Member shall promptly return all documents and other materials received from Skill Masters. Skill Masters shall be entitled to injunctive and equitable relief for any violation of this Section. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of the Member’s disclosure to a third-party; (b) at the time of the Member’s disclosure to a third-party is publicly known and generally available through no action or inaction of Member; (c) Member establishes by documentary evidence was known or in Member’s possession prior to Skill Masters disclosure to Member; or (d) is required by law to be disclosed and, prior to disclosure, Member gives prompt written notice of such requirement to Skill Masters.

8.     Indemnification. If Skill Masters or any of its owners, employees, contractors, members, affiliates, employees, agents, or officers (the “Skill Masters Indemnitees”) is faced with a legal claim by a third party arising out of Member’s actual or alleged negligence, willful misconduct, violation of law, infringement of intellectual property rights, or violation of this Agreement, then Member agrees to indemnify, defend, and hold Skill Masters Indemnitees harmless for any and all liability, claims, costs or expenses (including reasonable attorneys’ fees) and any damages, fine or other amount imposed on the Skill Masters Indemnitees as a result of the claim.

9.     LIMITATION OF LIABILITY. IN NO EVENT SHALL SKILL MASTERS OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS, ARISING OUT OF, OR RELATING TO THIS AGREEMENT, REGARDLESS OF: (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; OR (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SKILL MASTERS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SKILL MASTERS PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $500, WHICHEVER IS LESS.

10.  Miscellaneous.

(a)   Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict law provisions. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Illinois. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection to such courts based on venue or inconvenience.

(b)   Amendment and Modification. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

(c)   Assignment. Partner shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Skill Masters. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

(d)   Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically shall be effective as delivery of an original executed counterpart of this Agreement.

(e)   Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(f)    Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(g)   No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the Parties and their respective permitted successors and permitted assigns.

Exhibit A

Fee Schedule and Tier Structure

Membership Fee: The following fee will be charged annually based on Member’s Tier.

-        Standard Member: $0

-        Catalyst: $97/year billed annually

-        Service Provider Partner: $297/year billed annually

-        Sponsor: $597/year billed annually

Tier Structure:

-        Standard & Catalyst Membership:  Nonprofit leadership and learning professionals

-        Service Provider Membership: Leadership and learning service providers

-        Sponsor Membership: Vendors

 By joining the Nonprofit L&D Collective, I acknowledge that I have read, understood, and agree to these terms and conditions.