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Membership Agreement

PARTIES

ENGAGING COMMUNITIES LIMITED (“Engaging Communities”)

THE PARTY ENTERING INTO AND CONFIRMING ACCEPTANCE OF THIS AGREEMENT BY WAY VIA THE ONLINE PORTAL AT www.shininglightdojo.com (“Member”)

BACKGROUND

  • These terms and conditions represent an agreement between Engaging Communities and the Member.
  • Engaging Communities is a registered New Zealand company and all pricing is in New Zealand Dollars unless otherwise stated.

It is Agreed:

  1. Definitions and interpretation
    • Definitions

In this agreement and its Schedule the following terms will have the following meanings:

Access Period means the period of time from when the Member purchases the opportunity to have access to and contribute towards the Programme until 12 months from that date but subject to any renewal as detailed in this Agreement.

Confidential Information means:

  • all information, know-how and intellectual property rights in relation to Engaging Communities, its website, material produced by it or in course of operating its business and the Programme;
  • all information concerning the business and affairs of Engaging Communities which is obtained or received by the Member as a result of being a member of the Programme;
  • all other information treated by Engaging Communities as confidential, including all trade secrets, process, ideas and inventions,

regardless of its form or if the Member is aware of it before or after the date of this Agreement.

GST means Goods and Services Tax arising pursuant to the Goods and Services Tax Act 1985 and GST Act means the Goods and Services Tax Act 1985.

Intellectual Property means all intellectual property rights in or in relation to Engaging Communities Limited business, website and any content, photographs and videos produced and published by it on its website or online forums (including any online chat group forums such as Facebook) and the Programme including:

  • patents, copy right, moral rights, registered designs, design rights, rights in get up, trade marks and trade secrets, methods and good will;

 

  • database rights, right in inventions, right in computer software code or other industrial rights;

 

  • any application or right to apply for registration of any of the rights referred in paragraphs (a) and (b).

Member’s Content means any written content, photographs or videos submitted by a Member to Engaging Communities in accordance with the Policy to be published on the Engaging Communities website and/or online portal and chat forums (including Facebook) from time to time.

Membership Fees means NZ$35 plus GST per annum but subject to change from time to time.

Policy means the policy attached at Schedule 1 and any other policies notified by Engaging Communities to the Member from time to time either notified by email to the Member’s last known email address and/or available to view on the Engaging Communities website.

Programme means a process for community engagement aimed at enhancing and supporting mental health and wellbeing in the martial arts community through a series of online articles, discussions forums and work groups, which the Member purchases the opportunity to have access to and contribute towards.  

Working Day shall have the meaning ascribed to it in the Property Law Act 2017.

  1. Application to Join
    • The Member seeks to enrol in the Programme offered by Engaging Communities and agrees to be bound by the terms and conditions in this Agreement in respect of the Programme for the Access Period.
  2. Confirmation of Purchase
    • On completing and submitting this online form, Engaging Communities accepts the Member’s application and the Member’s purchase is deemed confirmed.
    • The Member agrees that they are irrevocably liable for the payment of all Membership Fees.
    • The Member agrees their total Access Period for the Programme shall be a period of 12 months from the date of payment of the Membership Fees. Upon the expiry of the Access Period, the membership shall automatically renew and the Member will continue to be billed unless the Member provides written notice of cancellation. 
    • The Member authorises its financial provider (the details of which have been completed in this form) to pay Membership Fees on the Member’s behalf to Engaging Communities (or its designee). These payments will continue until the Member submits a written notice of cancellation of its membership to Engaging Communities as instructed in this Agreement. The Member agrees to be bound by the terms of this Agreement.
    • A Member may cancel the membership by giving written notice to Engaging Communities. The notice will be effective on the last day of the month which is at least 30 days from the date of the notice and will be required to pay all fees up until that date and any outstanding fees for any other services provided by Engaging Communities including but not limited to purchase of any merchandise or products.
    • From time to time, Engaging Communities may need to increase the price of the Membership Fees. Engaging Communities will give at least 30 days’ notice of any incoming price increase, and will make it very clear when the price increase will take effect and how much the membership will cost after the increase. During this period, the Member will have the usual right to terminate the membership in accordance with this Agreement. If the Member does not terminate the membership by the prescribed date then the Membership Fee will be increased in accordance with the notice provided.
  3. Cool Off Period
    • If the Member wishes to request withdrawal from the Programme, the Member may do so by writing to Engaging Communities and such notice must specify that the Member wishes to not to be bound by this Agreement and must be delivered before midnight on the fourteenth day from the Agreement date. Engaging Communities will refund the full Membership Fee.  Refunds will be made no later than 14 days after the day on which Engaging Communities is informed about the Members Decision to cancel. 
  4. Default
    • If the Member defaults in payment of any fees under this Agreement and fails to rectify the default within 14 days, Engaging Communities reserves the right to appoint an external collection agency for recovery of outstanding fees. In the event Engaging Communities appoints an external collection agency, the Member agrees the Member will be liable for any fees and/or charges of the external agency relating to the collection of the outstanding fees or any enforcement proceedings.
    • Should the Member be in default of their payment obligations (directly or indirectly) to Engaging Communities then Engaging Communities may, at its sole and absolute discretion, exit the Member from the Programme with immediate effect. Any such exit of the Member initiated by Engaging Communities will not affect Engaging Communities’ ability or entitlement to enforce its right to payment by the Member of the full Membership Fees and any other fees owing and payable by the Member as provided for under this Agreement.
    • The Member agrees to indemnify Engaging Communities against any losses, liabilities, costs, charges or expenses including any consequential loss and all interest, penalties and legal costs (calculated on a full indemnity basis) and all professional costs and expenses suffered or incurred by Engaging Communities arising from or in connection with any breach or negligent or non-performance of this Agreement or any claim against Engaging Communities by a third party for death, personal injury or damage to property resulting from any content submitted to Engaging Communities by the Member for publicising on the online portal or otherwise.
  5. Privacy of Information
    • Engaging Communities will collect, use, disclose, store and otherwise handle any personal information provided by the Member in accordance with its Privacy Statement available on request to Engaging Communities and located on the its website at [insert link] and in accordance with its obligations under the Privacy Act 1993 as in force from time to time.
  6. Assignment
    • Engaging Communities may assign or transfer its rights and obligations under this Agreement to an assignee or transferee at its discretion, and any such assignee or transferee shall be entitled to the full benefit of this Agreement to the same extent as if it were an original party in respect of the rights assigned or transferred to it.
  7. Programme access and use
    • The Member agrees that Engaging Communities at its sole and absolute discretion, may change the number/frequency, topic/type, scheduling, location, presenter or any other variable relating to the Programme during the Access Period.
    • Engaging Communities may, at its sole and absolute discretion, terminate the Programme at any time during the Access Period. Where Engaging Communities terminates the programme, Engaging Communities will refund the Member on a pro-rata basis fees paid using the proportion of the Access Period that is not being delivered under this agreement calculated as at the termination date.
    • Engaging Communities may, at its sole and absolute discretion, vary the content, mechanise and material being offered as part of the Programme or on it’s website at any time as it sees fit including but not limited to ceasing delivery of such content, merchandise or materials, replacing it with another or, adding/removing elements.
    • From time to time Engaging Communities may collect content (such as pictures, video, audio and so on) within the Programme environment from Members. The Member acknowledges and gives permission for Engaging Communities to use and collect such content and use it in marketing material and promotional material in an ethical and honest way to promote the company and the Programme. The Member agrees that they give this permission without forgoing their rights and Engaging Communities’ responsibilities under the Privacy Act 1993.
    • The Member agrees to be bound by the following terms and conditions:
      • The Member will engage in all sessions in good faith and maintain confidentiality and privacy of all information given and/or received in sessions and/or through their involvement in the Programme and not to copy or disclosure any such information given, received or publicises by Engaging Communities or other members on the online portal;
      • The Member acknowledges that in purchasing the Programme they have purchased one right of membership and agrees not to disclose or share any access information including but not limited to passwords to access the online portal;
      • The Member agrees that it shall adhere with the Policy and any other policies notified by Engaging Communities to the Member from time to time; and
      • The Member authorises and grants Engaging Communities an exclusive, non-transferable and irrevocable, royalty free licence to use and publish the Member’s Content both for the purpose of the Programme and for any marketing and promotional purposes.
  1. Conduct
    • The Member will participate in online forums (including any Facebook group or similar) in a manner that is conducive to a positive experience for all Members. Furthermore, the Member agrees to be bound by the following terms and conditions:
      • If, in the sole and absolute opinion of the presenter/host/facilitator, the Member’s behaviour is considered disruptive the Member accepts he/she/it can be withdrawn from the learning environment and/or the entire Programme at Engaging Communities’ sole and absolute discretion without being entitled in any way to a fee refund. Engaging Communities shall not be responsible for the Member’s actions outside of the Programme;
      • The Member will submit any Member’s Content as the Member’s genuine own work and experience, and not plagiarize from another Member or another person’s language thoughts ideas or expressions and otherwise in accordance with the Policy; and
      • The Member will abide by the directions given by the Engaging Communities at all times whatever form those directions take.
      • The Member acknowledges that the Programme is not in substitution of medical or mental health care and furthermore that the Client shall contact emergency services or health care services if in need of medical attention.
  1. Confidentiality
    • Subject to the provisions in clause 8.5(d) and any rights available to the Member under the Privacy Act 1993 in respect of personal information, each party shall keep and maintain information as confidential, all Confidential Information disclosed by one party to the other and will not at any time directly or indirectly disclose or permit any such Confidential Information to be disclose to any person or use such Confidential Information other than for the purpose for which it was provided except:
      • To the extent required by law; or
      • Where the Confidential Information is already public knowledge without a breach of this clause by the party seeking to disclose or use such Confidential Information; or
      • As is authorised in writing by the disclosing party.
  1. Intellectual Property Rights
    • The Member acknowledges the Engaging Communities is the exclusive owner and/or licensee of the Intellectual Property existing at the date of this Agreement. The Member agrees that nothing in this Agreement confers upon the Member any right, title or interest in the Intellectual Property Rights of Engaging Communities.
    • Title to any modifications, developments, innovations or adaptation of the Intellectual Property including new inventions, discoveries and creations under or in connection with this Agreement and the business of Engaging Communities will vest in Engaging Communities on invention, discovery or creation or be deemed to be assigned to Engaging Communities immediately afterwards and will comprise the Intellectual Property.
    • The Member indemnifies Engaging Communities for damages in respect of any third party’s claim against Engaging Communities as a result of use of its Intellectual Property provided or made available by or on behalf of the Member infringes the Intellectual Property. The Member shall give such information and assistance as reasonably requested (at the Members costs) to dispute, resist, appeal, compromise, defend, remedy or mitigate the claim.
  2. Acceptance
    • Upon completing this purchase the Member acknowledges their understanding of the Agreement entered into with Engaging Communities and agrees that:
      • the Member warrants that the information provided by the Member when completion the online application form is correct;
      • the Members commitments and obligations are understood and accepted and will be met by the Member; and
      • the Member has declared any and all support needs to Engaging Communities at the time of enrolment and accepts that, if the Member’s enrolment is confirmed by Engaging Communities, Engaging Communities will operate within its policies to meet any needs the Member has declared.
  1. General
    • No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this agreement unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver. Words or conduct referred to in Clause 1 include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.
    • If the whole or any part of a provision of this agreement is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not. The severance of any provision or provisions in whole or in part under clause 12.2 will not affect the validity or enforceability of the remaining terms of this agreement.
    • Clauses 5, 6, 8.5(d), 10 and 11 shall survive termination or expiry of this Agreement together with any other term which by its nature is intended to do so.
    • This agreement states all the express terms agreed by the parties about its subject matter. It supersedes all prior agreements, deeds, understandings, negotiations and discussions in respect of its subject matter.
    • This agreement is governed by the law in force in New Zealand.

EXECUTED as an Agreement