Private Credit Club Terms & Conditions

Private Credit Club Membership Terms and Conditions - Please Read Carefully

 

BINDING AGREEMENT: These terms and conditions shall govern the membership form attached hereto (these terms and conditions, collectively with the membership form, the "Agreement") where DealCatalyst Inc., together with its respective affiliates (collectively, "DC" or "Our"), provides a person (collectively, "Member," "You" or "Your") with Private Credit Club ("PCC") membership opportunities at DealCatalyst conferences, social gatherings, virtual roundtables, or other member events (each, an "Event"). Any reference to a "person" in this Agreement includes any individual, firm, unincorporated association, or corporate body. This is a legally enforceable contract. By executing the attached membership form You agree to be bound by this Agreement.

 

MEMBERSHIP BENEFITS: Member will receive a comprehensive membership package after the execution of this Agreement that includes details of benefits such as: approximate schedule of Events for the year, instructions for submitting Your digital biography, and details on use of facilitated introductions. DC is responsible for ensuring the Member is informed of Events and receives invitations to such Events. It is at the Member's discretion to accept or decline participation at Events, and the Member agrees that DC cannot guarantee any results or any particular outcome from their membership. DC reserves the right to modify, suspend, or discontinue any membership benefits at any time with reasonable notice to Member. Event schedules, locations, and formats are subject to change.

 

INVITATIONS INCLUDED IN MEMBERSHIP PACKAGES: Each Member will be given invitations for two (2) individuals for each Event. All acceptances for Members to attend Events should be confirmed at least ten (10) business days prior to the first day of the Event. You will receive invitations on a rolling basis. Any invitations not accepted or that have been declined by the specified deadline will be forfeited. Membership invitations are non-shareable and non-transferable. Any individual may be asked to show proper identification by venue security or event staff. DC reserves the right to refuse admission to or remove from any Event any individual who, in DC's sole discretion, engages in disruptive behavior, violates venue rules, or poses a security concern.

 

SANCTIONS AND EXPORT CONTROL COMPLIANCE: Member represents and warrants that: (i) neither Member nor any of its officers, directors, employees, or attendees is a person or entity identified on any U.S. government list of prohibited or restricted parties, including the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce's Denied Persons List, Entity List, or Unverified List, or any other applicable sanctions or restricted party lists; (ii) neither Member nor any of its officers, directors, or beneficial owners (owning 25% or more) is organized in, resident in, or a national of any country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, and Russia and Belarus); (iii) Member will not permit any individual subject to U.S. sanctions to attend Events; (iv) Member will comply with all applicable export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR); and (v) Member will immediately notify DC if any of the foregoing representations becomes untrue. DC reserves the right to request certifications or conduct screenings to verify compliance with this Section. DC may immediately suspend or terminate this Agreement and cancel any Event RSVPs if Member violates this Section or if DC reasonably believes Member's participation in Events would violate applicable sanctions or export control laws. In such event, all associated membership fees are final and non-refundable, and Member shall indemnify DC for any penalties, fines, or losses arising from Member's sanctions or export control violations.

 

TAX: Member is responsible for all tax liabilities that may be associated with payment.

 

MEMBERSHIP PAYMENT: Payment for membership is due upon receipt of the invoice, which will be billed in the advertised currency as noted in the membership form. In the event of non-payment or late payment, all membership benefits may be revoked and/or suspended, and DC may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Member shall reimburse DC for all reasonable costs and expenses (including attorneys' fees) incurred in collecting any overdue amounts. Acceptable payment forms: DealCatalyst accepts payment via ACH and wire transfer. Payment by credit card is also accepted but may be subject to an additional administrative fee.

 

COMPLIANCE WITH LAWS: Each party shall comply with all applicable laws including data protection laws.

 

MEMBER OBLIGATIONS: Member acknowledges that it is responsible for:

1. > at its sole cost and expense and with DC's approval, creating, producing, and providing any materials to be used or distributed by Member at PCC events, including, but not limited to, advertisements, displays, sales materials and other collateral;
2. > upon DC's written request, and with consent of the Member as to the use, providing proof of artwork, logos, and designs to be used on materials distributed during the events as agreed by the Member;
3. > ensuring that all materials, conduct, and activities at Events comply with all applicable laws and regulations and do not infringe any third-party intellectual property rights;
4. > ensuring that its representatives conduct themselves professionally and in accordance with venue rules and DC's code of conduct; and
5. > indemnifying, defending, and holding harmless DC and the Released Parties from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from (i) Member's breach of this Agreement, (ii) Member's materials or conduct at > Events, (iii) any negligent or willful misconduct by Member or its representatives, or (iv) any third-party claims related to Member's participation in the PCC.
   

 

CANCELLATION, POSTPONEMENT OR CHANGE OF EVENT BY DC: If it becomes necessary for any reason for DC to cancel, change the date, or change the delivery method of any of the Events, DC will notify Member in writing as soon as is reasonably practicable.

 

TERM AND MEMBERSHIP TERMINATION AND EXPIRATION: This Agreement shall commence on the date a Member signs this Agreement and remain in effect for an initial term of one (1) year (the "Initial Term" and, together with any Renewal Term(s), the "Term"). Thereafter, this Agreement shall automatically renew for additional one-year terms (each, a "Renewal Term"), unless Member provides written notification to DC of its intention not to renew the Agreement or Member fails to pay a Renewal Invoice. To cancel Your membership please email us at pcc@dealcatalyst.io. DC will send Member a notification of membership expiration with an invoice for auto-renewal (the "Renewal Invoice") thirty (30) days prior to the end of the then-current Term (each, a "Notice Deadline"). The Renewal Invoice shall be due within 15 days (NET15) after the date set forth on the Renewal Invoice. In the event that Member terminates the membership or fails to pay the Renewal Invoice prior to the Notice Deadline, Member will continue to have access to the benefits until the end of the then-current Term as all membership fees are final and non-refundable. Upon termination or expiration, the Agreement will not automatically renew at the start of the next Renewal Term. DC may terminate this Agreement immediately upon written notice to Member if: (i) Member breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof; (ii) Member or Member's attendees engage in conduct at an Event that violates Event policies, applicable law, or venue rules, or that threatens the safety, security, or reputation of DC, other members, or Event attendees; (iii) Member disparages or makes any public statement that is materially detrimental to DC's reputation or business; (iv) Member becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar party appointed for its property; (v) Member files for bankruptcy protection or has an involuntary bankruptcy petition filed against it that is not dismissed within sixty (60) days; or (vi) Member violates any data protection or privacy obligations under this Agreement. Upon any termination or expiration of this Agreement: (i) Member's access to all membership benefits shall immediately cease; (ii) all outstanding payment obligations shall become immediately due and payable; (iii) each party shall return or destroy all confidential information of the other party; and (iv) the provisions of this Agreement that by their nature should survive termination (including Intellectual Property Rights, Limitation of Liability, Indemnification, Confidentiality, Governing Law, and this subsection) shall survive termination.

 

INTELLECTUAL PROPERTY RIGHTS: DC reserves the right to use event content for marketing purposes which may include posting names, likenesses, photographs, and biographical information on Our website. Member hereby grants DC a perpetual, non-exclusive, non-transferable, royalty-free, right and license to display any presentations or other content provided by Member for the Events in connection with the foregoing. Both the Member and DC are prohibited from sharing intellectual property or proprietary information without prior written consent from the other party. The parties agree that the DC's IPR and the Member's IPR are and shall remain the property of each respective party. Each party agrees to maintain in confidence any confidential or proprietary information disclosed by the other party in connection with this Agreement and to use such information solely for purposes of performing its obligations hereunder. This confidentiality obligation shall survive termination of this Agreement for a period of three (3) years. For the purposes of this Agreement, "IPR" shall mean any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, trademarks, service marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other rights of a like nature.

 

USE OF MARKS: Member hereby grants DC a non-exclusive, non-transferable right and license to use Member's name, logo and any trademarks provided by Member to DC in writing (collectively, the "Member Marks") in connection with providing the Member benefits during the Term, and otherwise to identify Member as a Private Credit Club member. Member will provide DC with Member Marks as soon as reasonably practical upon execution of the Agreement. Member represents and warrants that it has all necessary rights to grant the foregoing license and that DC's use of the Member Marks as authorized herein will not infringe any third-party rights. Member shall indemnify DC against any claims arising from DC's authorized use of the Member Marks. Member may not use the DC name, logo or trademarks to publicize in any manner that it is a PCC member without DC's prior written consent. Furthermore, Member may not distribute any general communication regarding any Event or regarding Member's participation as a PCC member via email or otherwise without DC's prior written consent. Upon termination or expiration of this Agreement, Member shall immediately cease all use of DC's name, logo, and trademarks, and DC may (but is not obligated to) cease use of the Member Marks.

 

LIMITATION OF LIABILITY: Under no circumstances will DC or Member, or their respective officers, directors or employees be liable for any indirect, special, incidental, punitive, or consequential damages with respect to the performance of their duties and obligations under this Agreement, including, without limitation, lost profits, lost business opportunities, reputational harm, or loss of data, regardless of whether such damages could have been foreseen or prevented by either party. In no event shall DC's total aggregate liability arising out of or related to this Agreement exceed the total amount of membership fees actually paid by Member to DC in the twelve (12) months preceding the event giving rise to liability. Member waives any claim it may have against DC or its officers, directors, employees, members and agents (the "Released Parties") and releases from liability, discharges and covenants not to sue the Released Parties for any injury, loss or damages arising out of or in connection with the participation of Member or its officers, directors, employees, members and agents in any Events.

 

NOTICES: All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth below (or to such other address that may be designated by the receiving party from time to time in accordance with this Section):

If to DC:
DealCatalyst Inc.
228 Park Avenue South, Suite 45875
New York, NY 10003
Attention: Jade Friedensohn, CEO
Email: pcc@dealcatalyst.io

If to Member:
At the address and email provided in the membership form

Notices may be delivered by: (a) personal delivery, (b) nationally recognized overnight courier (with all fees pre-paid), (c) email (with confirmation of transmission), or (d) certified or registered mail (in each case, return receipt requested, postage pre-paid).

A Notice is effective only if: (i) the sending party has complied with this Section, and (ii) the receiving party has received the Notice. A Notice will be deemed received: (a) if delivered personally, on the date of delivery to the address specified in this Section; (b) if sent by overnight courier, on the date of delivery as confirmed by the courier service; (c) if sent by email, on the date of transmission if transmitted before 5:00 p.m. (recipient's local time) on a business day, and otherwise on the next business day; or (d) if sent by certified or registered mail, upon the earlier of five (5) business days after deposit in the mail or the date of actual receipt as shown by the return receipt.

 

REPRESENTATIONS AND WARRANTIES: Member represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) the execution and performance of this Agreement does not violate any agreement, law, or regulation to which Member is subject; (c) all information provided to DC in connection with the membership application is true, accurate, and complete; and (d) it is not subject to any sanctions or export control restrictions that would prohibit its participation in Events. These representations and warranties shall survive termination of this Agreement.

 

DATA PRIVACY: Each party shall comply with all applicable data protection and privacy laws in connection with this Agreement. Member consents to DC's collection, use, and processing of Member's contact information and biographical data for purposes of administering the membership, facilitating introductions, and marketing Events. DC's privacy practices are governed by its Privacy Policy available at https://www.dealcatalyst.io/privacy-and-cookie-policy. Member represents that it has obtained all necessary consents from its representatives for DC to collect and process their personal information in connection with Event attendance and membership administration.

 

MISCELLANEOUS:

1. > Any term of this Agreement may be amended or waived only with the written consent of both parties.
2. > This agreement shall be governed by and constructed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule. Any disputes arising out of this Agreement shall be resolved in the state or federal courts in Delaware, > and each party irrevocably consents to the exclusive jurisdiction and venue of such courts.
3. > This Agreement is personal to the Member, and Member shall not assign or otherwise transfer any of its rights or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement, without prior written consent from DealCatalyst. DC may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement.
4. > This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which will constitute one and the same instrument.
5. > If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
6. > DC shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, labor disputes, or governmental actions.
7. > This Agreement, including the membership form, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings or agreements regarding the subject matter herein.
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