Member Agreement

This Membership Agreement (“Agreement”) is by and between Pro Athlete Community Inc. (“PAC” or “We”) and each individual meeting PAC’s definition of “Pro Athlete” who applies for, is accepted for membership into, and chooses to join, PAC (“Member” or “You”) and sets forth certain terms and conditions of Member’s membership in PAC

1. Membership. PAC provides education, mentorship, community, and access to resources and opportunities designed to support current and former professional athletes in pursuing business, investment, and professional growth opportunities, building meaningful relationships, strengthening skills, and advancing at all stages of their careers. Membership is by application and approval. You must meet PAC’s eligibility criteria, including its definition of “Pro Athlete,” as well as any additional criteria communicated to You in the application and enrollment process. PAC reserves the right to approve or deny membership in its discretion for any lawful reason.
2. Membership Term. Your membership begins upon your completion of the enrollment process (including your selection of a membership tier) and payment (if applicable) and continues for a period of one (1) year (“Membership Initial Term”). Your membership will automatically renew for successive one-year periods at your then-current membership tier (each, a “Membership Renewal Term”) unless You change your tier or your membership is terminated in accordance with this Agreement. If You upgrade your membership tier during the Membership Initial Term or any Membership Renewal Term, your membership will reset and a new one-year Membership Renewal Term will begin as of the date of such upgrade.
3. Membership Fees; & Billing; Installment Payment Option; Tier Changes.
   1. Membership Fees & Billing. You agree to pay the membership fee (if any)applicable to your selected membership tier (the “Membership Fee”). Your membership will automatically renew at its then-current tier for successive Membership Renewal Terms, and You authorize PAC to charge your designated payment method for each renewal unless your membership is cancelled prior to the applicable renewal date. PAC may change the fee associated with your membership tier upon at least thirty (30) days’ notice prior to renewal. If PAC increases the cost associated with your membership tier, PAC will give You the opportunity to adjust your membership tier or cancel your membership before such increase takes effect.
   2. Installment Payment Option. If the membership tier you select has a Membership Fee, PAC may offer You the option to pay the Membership Fee through an upfront deposit and installment payments through PAC’s designated payment provider. If You elect this option, the payment schedule and related payment terms presented to You at enrollment will apply. For purposes of this Section, “Amounts Due” means all amounts owed by You in connection with your membership or payment plan, including the Membership Fee, installment payments, financing charges, convenience fees, service fees, processing fees, late fees, or other charges associated with your election to pay the Membership Fee in installments, whether charged by PAC or through PAC’s designated payment provider. For clarity, electing to pay in installments does not change the annual nature of your membership or your obligation to pay the full Membership Fee and any other Amounts Due for the applicable Membership Initial Term or Membership Renewal Term, and cancellation, suspension, or termination of your membership does not relieve You of your obligation to pay any Amounts Due. If You fail to pay any Amounts Due when required, PAC may suspend, limit, or terminate your membership and/or access to Benefits (defined below) until all overdue Amounts Due are paid. Any portion of the Membership Fee or other Amounts Due previously paid is non-refundable and may be applied by PAC toward amounts owed.
   3. Tier Changes. If You upgrade your membership tier during an active Membership Initial Term or any Membership Renewal Term, PAC will apply a prorated credit for the unused portion of your then-current Membership Fee toward the Membership Fee for your upgraded tier, and a new Membership Renewal Term will begin as of the date of such upgrade.
4. Membership Benefits. Membership in PAC provides access to PAC’s app (“PAC Central”), events, other members of the PAC community, programming, content, and other benefits (collectively, “Benefits”), which vary by tier. PAC will use reasonable efforts to identify these Benefits (including as they may change or develop over time) on the “Membership Benefits” portion of PAC Central. PAC may add, modify, suspend or discontinue any Benefits at any time in its discretion. PAC does not guarantee the availability, frequency, or continuation of any specific Benefit(s). Your Benefits are personal to You and may not be transferred, assigned or shared without PAC’s prior written consent.
5. Conduct. Trust, professionalism, and mutual respect are fundamental to PAC, its ability to deliver on its mission, and preserving the value of its community. You agree to conduct yourself in a manner consistent with these principles in all interactions within PAC, including when engaging with other members, instructors, executives, and other participants within the PAC community. You agree not to engage in conduct that violates applicable law; is fraudulent, misleading or deceptive; is harmful, abusive, harassing or disruptive to others; interferes with the experience of other members; or is or would reasonably be expected to damage PAC’s reputation or integrity, or trust within the PAC community. PAC may, in its discretion, suspend or terminate your membership for violations of this Section or any other conduct that is inconsistent with PAC’s standards.
6. Third Parties and Opportunities. PAC may introduce or refer You to third-party individuals, companies, professionals, or service providers (collectively, “Providers”), or present potential business, investment, or professional opportunities (collectively, “Opportunities”) to You. Providers and Opportunities are independent of PAC. PAC may select or invite Providers, but PAC does not control and does not guarantee the performance, outcomes, or results of any Provider or Opportunity. Any decision You make to engage with a Provider or pursue any Opportunity is made solely at your own discretion and risk.
7. Assumption of Risk. Your participation in PAC, including attendance at in-person or virtual events, engagement with other members, interaction with Providers, or participation in Opportunities, is voluntary. You acknowledge and agree that your participation involves inherent risks, and You assume all risks associated with your participation in PAC and any Benefits. This Section is in addition to, and not in limitation of, any waiver or release you execute in connection with PAC.
8. Communications & Privacy. PAC may use your personal information to communicate with You about programs, opportunities and Benefits that PAC believes may be of interest to you. PAC may use and share your personal information as described in its Privacy Policy, including as reasonably necessary to provide the Services. PAC’s collection, use, and disclosure of your personal information is governed by its [LINK: Privacy Policy], which is incorporated into this Agreement by reference. You acknowledge that certain features of the Services involve interaction with other members and third parties, and information you choose to share in those contexts may be visible to or shared with others.
9. Updates to Membership Agreement. PAC may update this Agreement and related policies from time to time and will make such updates available to You through PAC Central or other reasonable means. Your continued participation in PAC after such updates are made available constitutes your acceptance of the updated Agreement and your agreement to be bound by its updated terms.
10. Termination of Membership. (a) You may terminate your membership in PAC at any time and for any reason by providing written notice to PAC, which You may deliver by email to info@proathletecommunity.com. Termination will be effective at the end of your then-current Membership Initial Term or Membership Renewal Term unless You otherwise request. Your Membership Fee for the then-current term will not be refunded in whole or in part. (b) PAC may: (i) elect not to renew your membership, in which case your membership will terminate at the end of the then-current term; or (ii) suspend or terminate your membership immediately upon notice for misconduct or violations of this Agreement.
11. Other Terms.
    1. Choice of Law/Choice of Venue. (i) Any claim or dispute arising out of or relating to your membership in PAC shall be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. (ii) You agree to submit to the exclusive jurisdiction of the state and federal courts located in State of Delaware. (iii) YOU AGREE THAT YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF YOUR MEMBERSHIP IN PAC OR ANY BENEFIT PROVIDED TO YOU AS A PAC MEMBER. To the fullest extent permitted by law, You hereby waive any right You have or may have to participate in a class action or other proceeding against PAC whereby more than one plaintiff participates in the same action.
    2. Disclaimer of Liability. Member acknowledges that PAC will offer education, guidance, and access to various goods and services, Providers, and Opportunities, and that interactions with Providers and other members are a core aspect of the PAC community. PAC, along with its owners, agents, affiliates, officers, directors, and employees (collectively, the “PAC Parties”) is not affiliated with these Providers. The PAC Parties do not make any express or implied warranty, including warranties of merchantability or fitness for any particular purpose with respect to Providers, the products and services offered by Providers, or Opportunities, and expressly disclaim all such warranties. Member agrees that the PAC Parties do not assume any legal liability or responsibility for the accuracy, completeness or usefulness of any Provider information, product, service, or Opportunities. Member agrees that, to the fullest extent permitted by law, the PAC Parties are not responsible for the actions or omissions of Providers or other members; the accuracy or usefulness of any information; or the outcomes of any Opportunity, relationship, or decisions You make. Member hereby releases and discharges the PAC Parties from all claims, demands, or causes of action arising from Member’s participation in PAC, Member’s any use of any Benefits, or resulting from Member’s use of or participation in any Opportunities. This Section is intended to supplement, and not limit, any waiver or release executed by Member in favor of the PAC Parties.
    3. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PAC PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR MEMBERSHIP IN PAC OR YOUR USE OR ENJOYMENT OF ANY MEMBERSHIP BENEFIT PROVIDED OR FACILITATED BY PAC, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PAC AND/OR ITS PROVIDERS/SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF THE PAC PARTIES IN CONNECTION WITH ANY DISPUTE EXCEED THE GREATER OF (1) $1,000 OR (2) THE COST OF YOUR PAC MEMBERSHIP FOR THE THEN-CURRENT MEMBERSHIP TERM. FOR CLARITY, THIS SECTION GOVERNS CLAIMS ARISING OUT OF MEMBERSHIP IN PAC AND SUPERSEDES ANY INCONSISTENT LIMITATION OF LIABILITY IN THE TERMS OF USE.
    4. Indemnification. You agree to indemnify and hold harmless the PAC Parties from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your participation in PAC; your interactions with other members or Providers; your violation of this Agreement; or your violation of any applicable law or the rights of any third party.
    5. Survival. All terms set forth in this Section 11 shall survive termination of this Agreement and termination of Member’s membership in PAC for any reason.