COLLECTIVE MARKET LEADER TERMS AND CONDITIONS

This Vinetta Project Collective Agreement (the "Agreement"), when signed by the applicant and accepted by This Vinetta Project ("TVP"), constitutes a binding contract between The Vinetta Project and the individual or entity executing the signature page of this Agreement (the "Member"). Membership rights, privileges and obligations commence when Vinetta Project receives membership payment.

Introduction

This document outlines TVP membership policies and benefits. TVP reserves the right to update and/or amend the contents of this document at any time. This agreement represents a binding contract with TVP for annual membership. TVP will issue an invoice for payment upon receipt of a signed Membership Agreement. Membership becomes effective upon the date signed. Payment is due upon the effective date and must be paid within 30 days.

1)    Confidentiality

a)   In providing the services under this Agreement, TVP may be privy to non-public, proprietary confidential information.  Said Confidential information shall include, but not be limited to, trade secrets, know how, inventions, technologies, processes, software programs, algorithms, designs, contracts, customer lists, financial information, proprietary techniques, procedures, product plans, sales and marketing plans, source codes and business information.  Confidential information shall be treated by the receiving party as if it were that party’s confidential information.  It is agreed that both parties to this Agreement will take reasonable precautions to prevent any form of communication, disclosure, and/or availability of said Confidential information by its officers, directors, employees, contractors, consultants, subsidiaries, representatives, advisors, attorneys, bankers, heirs, assigns, successors, their spouses and significant others. Confidential information shall not include information that is (a) already known by, or rightfully available to the parties herein by sources not related to this Agreement; or (b) available to the public

2)   Privacy Policy

a)   TVP’s practice is to make its founder, market leader and sometimes funder member lists public, and as such, TVP reserves the right to publish the names of member companies in TVP and external communications, including publicizing new member founders and market leaders via social media channels (e.g., Facebook, Twitter). Members, who wish to opt out of these disclosures, and/or make their memberships confidential, may do so by contacting memberservices@vinettaproject.com

3)   Breach

a)   In the event that TVP is in breach of its obligations under any section of this Agreement, and such breach remains un-remedied by TVP Fifteen (15) business days after Member delivers written notice of such breach, then Member shall have the right to terminate its relationship with TVP.  TVP shall then return to Member all confidential information it has received from Member under this Agreement. Further, TVP shall still be bound by the confidentiality terms in Section 1.a.

4)   Representations and Warranties

a)   Member represents and warrants to TVP that: (i) it has the full power to enter into this Agreement; and (ii) the execution of and performance under this Agreement will not breach any oral or written agreement with any third party or any obligation owed to any third party. 

5)   Indemnification

a)   Except for liability for Breach of Section 1 (Confidentiality) and except as specifically in section 5 (Indemnification) TVP shall not have any liability for incidental, consequential, indirect, special or punitive damages of any kind or for loss of revenue and/or business arising out of or in connection with this Agreement, regardless of the form of the action, whether in contract, tort, strict product liability or otherwise, even if any representative of The Vinetta Project has been advised of the possibility of such damage; And in no event shall The Vinetta Project’s liability under this Agreement exceed the amount paid to TVP under this Agreement.

 b)   Member agrees to hold TVP harmless in the event of infringement, claims of infringement, loss of data, interoperability, and any other claims by waiving any rights of recovery for any costs or damages associated with your relationships and Agreement with The Collective;

c)    Member agrees to indemnify TVP to the extent permitted by law for any losses and costs incurred by The Collective such as but not limited to legal fees, costs, and damage awards arising from infringement or other claims directly related to your activities in working with The Collective.

d)   In certain instances, TVP is acting as an investor relations consultant arranging meetings across the VINETTA network, and is not soliciting securities or earning any performance based compensation on the capital raise from clients mentioned in our correspondence. We encourage our investors to do full due diligence on any of the companies introduced by TVP.

 

6)   Payment Terms

a) Membership dues must be paid in advance and in full and are non-refundable. Non-payment of membership dues constitutes a breach of contract and will result in immediate cancellation of membership. To pay by check or ACH, please contact  memberservices@vinettaproject.com.  You will receive an invoice via email for your annual dues which will be payable upon receipt. Information for paying by credit card, ACH, and wire transfer will be included with the invoice.

7)   Termination

a)   Either party shall have the right to terminate this Agreement if the other is in material breach of any term or condition of this Agreement and fails to remedy such breach as set forth in Paragraph 3.

b)   Either party shall have the right to terminate this Agreement with a(30) days’ notice to the other party.

8)   General Provisions

a)   Governing Law; Venue.  This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.  Each Party consents to the exclusive venue of the courts of New Castle County, Delaware, to resolve any disputes, claims or actions arising out of this Agreement.

b)   Amendment; Waiver. This Agreement may not be amended, modified, waived or discharged except pursuant to a written instrument signed by the Party against whom enforcement of such modification, waiver or discharge is sought.  The failure of either Party to exercise, or delay in exercising any right or remedy under this Agreement in any instance, shall not be construed as a waiver or relinquishment of said right or remedy in any future instance.

c)    Notices.  Any notices required or permitted hereunder shall be given to the appropriate signatory below at the address specified below, or at such other address or fax number as the receiving Party shall specify in writing during the Term.  Notice shall be deemed given upon: (i) personal delivery, (ii) confirmation of receipt of facsimile transmission, (iii) if sent by certified or registered mail, postage prepaid, three (3) days after the date of mailing, or, (iv) if sent by overnight delivery via a nationally recognized overnight courier, one day after deposit with such courier.

d)   Assignment.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective affiliates, parent, subsidiaries, successors and assigns.  Neither Party will sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law nor otherwise, any rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld or delayed.