Membership Agreement

This Membership Agreement (“Agreement”) is by and between Pro Athlete Community Inc. (“PAC” or “We”), together with its owners, agents, affiliates, officers, directors, and employees (collectively, the “PAC Parties”) 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; Renewal. 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 the PAC Parties. PAC may select or invite Providers, but the PAC Parties do not control and do 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. Acknowledgment of No Financial/Legal Advice; Assumption of Investment Risk; and Related Release of Claims. PAC may feature instructors, professors, lecturers, mentors, CEOs, founders, executives, and business partners (collectively, “Instructors”) to its membership. As a member, Instructors may offer You advice or perspectives about business or financial opportunities (“Opportunities”), and they may provide materials and/or refer to other content (collectively, “Materials”). The Opportunities, Materials, and any opinions or recommendations of the Instructors are their own and not PAC’s. PAC does not specifically endorse the Instructors, the Opportunities, the Materials, or the opinions voiced therein.PAC may also facilitate introductions or connections between you and Instructors, other members, or third parties. Any such introductions or connections are provided solely as a convenience and do not constitute a recommendation, endorsement, verification, or guarantee by the PAC Parties. While PAC may select or invite certain Instructors, the PAC Parties do not guarantee the performance, outcomes, or results of any Instructor, member, or third party, and the opinions or recommendations of the Instructors are their own. Any decision to engage with an Instructor, member, or third party is made solely at your own discretion and risk.

 

THE PAC PARTIES ARE NOT FINANCIAL OR LEGAL ADVISORS. PAC AND THE SERVICES IT PROVIDES ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT, RETIREMENT PLANNING, REAL ESTATE, OR FINANCIAL ADVICE. THE PAC PARTIES ARE NOT FINANCIAL ADVISORS, PLANNERS, BROKERS, OR TAX ADVISORS. THE PAC PARTIES ARE NOT INVESTMENT ADVISORS, INSURANCE AGENTS, PARAPLANNERS, PARALEGALS, TRUST OFFICERS, ATTORNEYS, REAL ESTATE AGENTS, OR ACCOUNTANTS.

 

You acknowledge and agree that you are not relying on any PAC Party or any Instructor for financial, legal, investment, tax, or other professional advice, and that any decisions you make are based solely on your own independent judgment after conducting your own evaluation and, where appropriate, consulting your own professional advisors. You further acknowledge and agree that neither any PAC Party nor any Instructor is acting as your fiduciary, advisor, agent, or representative, and that no such relationship is created by your participation in PAC or receipt of PAC’s services.

Investing is inherently risky. You are responsible for making your own financial and investment decisions, and you expressly acknowledge that the PAC Parties make no guarantees that any of the Opportunities, the Materials, or the services it provides will result in financial success of any kind. Investing in any Opportunities, with an Instructor, or with or related to anyone else affiliated with or connected to PAC may result in losing your entire investment.

You agree that you are solely responsible for conducting your own independent due diligence and consulting with qualified professional advisors before making any financial, investment, or business decisions. The PAC Parties do not control or assume responsibility for any Instructor’s actions or statements or outcomes resulting from your interactions with them. The PAC Parties shall have no responsibility or liability for the acts, omissions, services, or conduct of any Instructor, member, or third party, including any losses arising from your interactions with or reliance on any such person(s).

The PAC Parties expressly disclaim any and all liability arising out of or relating to the Opportunities, the Materials, the Instructors, your interactions with any members or third parties, or your decision to take or refrain from taking any actions relating to the same.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE, RELEASE, AND DISCHARGE THE PAC PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, OR LOSSES OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO ANY OPPORTUNITIES, MATERIALS, INSTRUCTORS, PROVIDERS, OTHER PAC MEMBERS, OR OTHER THIRD PARTIES INTRODUCED OR MADE AVAILABLE TO YOU THROUGH PAC, INCLUDING ANY BUSINESS, FINANCIAL, TAX, LEGAL, OR INVESTMENT DECISIONS YOU MAKE IN RELIANCE ON ANY OF THE FOREGOING.

 

8. Likeness and Testimonial Consent & Release.

   1. Likeness. You hereby give PAC and its affiliated companies and its licensees the right to photograph, film, record, or otherwise capture, your name, image, voice, and likeness (collectively “Likeness”) during and in connection with your participation in PAC. You further consent to the unrestricted use, reuse, reproduction, license, display, and publication of your Likeness in any and all media now known or hereafter devised throughout the universe in perpetuity, for any purpose whatsoever in connection with any content PAC creates and/or the promotion of PAC, including without limitation any commercial or noncommercial use on websites, social media, news or advertising. You understand that your Likeness may be combined with other images, videos, text, and/or graphics and may be cropped, altered, or modified. You also understand that PAC shall have no obligation to use your Likeness in any content.
   2. Testimonials. You may elect, in your sole discretion, to provide to PAC one or more testimonials about your experience with PAC, the services it provides, the community it fosters, and/or the events it organizes and hosts (each, a “Testimonial”). In the event You provide a Testimonial, You hereby grant to PAC an irrevocable, perpetual, worldwide, royalty-free, and transferable right and license to use, publish, and exploit the Testimonial (including your Likeness therein) as captured on video, picture, portrait, and any images, audiotapes, videotapes, and/or interviews of You taken or recorded (including edited versions thereof), and any materials You may provide to PAC in connection therewith (“Testimonial Materials”), in any and all media now known or hereafter devised throughout the universe in perpetuity for any purpose whatsoever in connection with the promotion of PAC, including without limitation any commercial or noncommercial use on websites, social media, news, or advertising. You represent and warrant to PAC that any statement You make in a Testimonial shall reflect your honest opinions, findings, beliefs, or experiences with respect to PAC, its services, the community, and its events; and you shall inform PAC immediately if any statement contained within any Testimonial is or becomes inaccurate. You further represent and warrant that any Testimonial Materials You provide to PAC for use in connection with the Testimonials: (i) are or will be original to You, (ii) are cleared for their intended use, (iii) do not (and PAC’s subsequent use thereof will not) infringe upon the rights of any third party, including without limitation intellectual property, publicity, and privacy rights, and (iv) that You have the right and authority to grant the rights to PAC in the Testimonial Materials as contemplated herein. You agree to indemnify and hold the PAC Parties harmless from and against any claims or damages arising out of a breach or alleged breach of the foregoing representations and warranties.You hereby hold the PAC Parties and their licensees harmless and forever waive and release any claims against the PAC Parties and their licensees based on any rights of privacy, publicity, defamation, copyright infringement, or any other right that may arise from or be related to PAC’s use, exhibition, license, modification, distribution, publication, or reproduction of your Likeness or any Testimonials (including any Testimonial Materials) You provide or for PAC’s exercise of the rights granted hereunder. You further understand that no compensation or other consideration or remuneration has been or will be provided to You for or in connection with PAC’s use of your Likeness or any Testimonials (including any Testimonial Materials). You also understand that PAC shall have no obligation to use your Testimonial or Testimonial Materials in any content.
9. 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’s collection, use, and disclosure of your personal information is governed by its [LINK: Privacy Policy], which is incorporated into this Agreement by reference. PAC may use and share your personal information as described in its Privacy Policy, including as reasonably necessary to provide its services. You acknowledge that certain features of the PAC’s 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.
10. 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.
11. 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.
12. 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; Assumption of Risk. 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. The PAC Parties are 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 interactions with Providers, Instructors, or other PAC members, or resulting from Member’s use of or participation in any Opportunities.

  IN ADDITION, MEMBER ACKNOWLEDGES THAT ATTENDANCE AT PAC-HOSTED EVENTS, PROGRAMS, AND ACTIVITIES INVOLVES INHERENT RISKS, INCLUDING THE RISK OF BODILY INJURY, ILLNESS, OR PROPERTY DAMAGE, AND MEMBER VOLUNTARILY ASSUMES ALL SUCH RISKS BY CHOOSING TO PARTICIPATE. TO THE FULLEST EXTENT PERMITTED BY LAW, MEMBER HEREBY RELEASES AND DISCHARGES THE PAC PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION FOR BODILY INJURY, PERSONAL INJURY, ILLNESS, DEATH, OR PROPERTY DAMAGE ARISING OUT OF OR RELATING TO MEMBER’S PARTICIPATION IN PAC OR ATTENDANCE AT ANY PAC-HOSTED EVENT, PROGRAM, OR ACTIVITY, INCLUDING CLAIMS BASED ON THE ORDINARY NEGLIGENCE OF ANY PAC PARTY. THIS RELEASE DOES NOT EXTEND TO CLAIMS ARISING FROM THE GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT OF ANY PAC PARTY, OR TO ANY CLAIM THAT CANNOT BE RELEASED AS A MATTER OF APPLICABLE LAW.   This Section is intended to supplement, and not limit, any other waiver or release executed by Member in favor of the PAC Parties, including the release set forth in Section 7.  

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 12 shall survive termination of this Agreement and termination of Member’s membership in PAC for any reason.