Membership Agreement

Hercelium LLC Membership Agreement

This Membership Agreement ("Agreement") is entered into by and between Hercelium LLC ("Hercelium," "we," "us," or "our") and the registered member ("Member," "you," or "your"). By joining Hercelium, you agree to be bound by the terms and conditions of this Agreement.

1. Release of Liability

1.1. General Release: You agree to release, waive, discharge, and hold harmless Hercelium, its officers, directors, employees, agents, and affiliates from any and all claims, demands, damages, liabilities, and causes of action arising out of or related to your membership and participation in any Hercelium activities, programs, workshops, events, or use of any of our platforms and services, regardless of the cause.

1.2. Assumption of Risk: You acknowledge that participation in Hercelium activities involves certain inherent risks and assume full responsibility for any risk of bodily injury, death, or property damage arising out of or related to your participation.

2. Member Conduct

2.1. Code of Conduct: Members are expected to conduct themselves with integrity, respect, and professionalism. This includes, but is not limited to, treating all members, participants, and staff with respect, not engaging in any form of harassment or discrimination, and adhering to the rules and guidelines set forth by Hercelium.

2.2. Confidentiality: You agree to keep confidential any personal information, experiences, and discussions shared by fellow members during any Hercelium activity, program, workshop, or event. This confidentiality obligation extends indefinitely beyond the termination of your membership.

2.3. Content Usage: Any content, materials, or resources provided by Hercelium as part of your membership are for your personal use only. You agree not to share, distribute, reproduce, or otherwise disseminate any such content and program concepts to another member, non-members or any third party without prior written consent from Hercelium.

2.4. Non-Replication: You agree not to replicate, copy, or use Hercelium's business model, content, materials, or resources for any commercial purpose or to create a similar service for a period of three years following the termination of your membership.

2.5. Non-Solicitation: You agree not to dissuade any member from participating in Hercelium or recruit any member to join a competing service during your membership and for a period of three years following the termination of your membership.

3. Termination

3.1. Termination by Member: You may terminate your membership at any time by providing written notice to Hercelium, at least 14 days prior to the end of your current membership period. Termination will be effective at the end of your current membership period. Any unused fees, credits, or remaining benefits will be forfeited upon termination.

3.2. Termination by Hercelium: Hercelium reserves the right to terminate your membership at any time, with or without cause, by providing written notice to you. Upon termination, you must immediately cease all use of Hercelium content, materials, and resources. Any unused fees, credits, or remaining benefits will be forfeited upon termination.

4. Intellectual Property

4.1. Ownership: All content, materials, and resources provided by Hercelium, including but not limited to workshops, courses, documents, videos, and digital content, are the intellectual property of Hercelium and are protected by copyright, trademark, and other applicable laws.

4.2. License: Hercelium grants you a limited, non-transferable, non-exclusive license to access and use the content, materials, and resources for your personal, non-commercial use during the term of your membership. This license does not grant you any ownership rights in the content.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

6. Dispute Resolution

Any disputes arising out of or related to this Agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute through negotiation, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Littleton, Colorado.

7. Miscellaneous

7.1. Entire Agreement: This Agreement constitutes the entire agreement between you and Hercelium regarding your membership and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

7.2. Amendments: Hercelium may amend this Agreement from time to time by providing you with email notice of the amendments, using the email address you have provided. Your continued use of your membership after the effective date of the amendments constitutes your acceptance of the amended Agreement.

7.3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

By completing the membership registration, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.