TASSONE HEALTH INNOVATIONS INC. MEMBERSHIP AGREEMENT
THIS MEMBERSHIP AGREEMENT (hereinafter the “Agreement”) is made as of the date of execution (the “Effective Date”) by Member.
B E T W E E N:
TASSONE HEALTH INNOVATIONS INC., a corporation incorporated under the laws of Canada,
(hereinafter called “THI”)
OF THE FIRST PART
The “Member” and includes its owners, directors, officers, employees
OF THE SECOND PART
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE AS PART OF THE MEMBERSHIP SUBSCRIPTION PROCESS YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF THE SERVICES (AS DEFINED IN SECTION 1 BELOW) AND ALL MATERIALS ON uruhealth.com WHICH ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE. THIS AGREEMENT, WHICH INCORPORATES BY REFERENCE THE MASTER SUBSCRIPTION AGREEMENT FOR URU HEALTH GUIDES BY REFERENCE, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND THI WITH RESPECT TO YOUR USE OF THE SERVICE.
- THI provides specific services known as URU HEALTH GUIDES using various trademarks, tradenames and logos, including the trade-mark URU (the “Marks”), developed, operated, and maintained by THI, and accessible via https://uruhealth.com or another designated web site or IP address, for the delivery of the URU Health Guides, and such offline products and services provided to by THI, to which the Member is granted pursuant to the terms of this Membership Agreement and the Master Subscription Agreement For URU Health Guides (the “Services”); and
- Member has submitted an application to become a member of THI and participate in, and benefit from, the Services provided by THI to its Members.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED.THE PARTIES PROMISE AND AGREE AS FOLLOWS:
- Entitlement to Services. Conditional upon the fulfillment by Member of the terms and conditions of this Membership Agreement, including the payment by Member of the monthly payment required herein for the duration of the Designated Term, Member is entitled to receive:
- an unlimited number of URU Health Guides per month and such other Services as THI may from time to time provide, it being understood that THI is not obligated to provide any such Services; and
- the non-exclusive right and license to:
i) advertise, promote, market and provide the Services; and
ii) use the Marks in connection therewith;
for the Designated Term, unless earlier terminated as provided herein. The Designated Term shall commence on the execution of this Membership Agreement. This license is solely for the use of the Marks for the use by the Member of the Services and the grant of such license is subject to the terms and conditions contained in this Membership Agreement and as set forth in Schedule “1(b)”.
- Member acknowledges that:
- THI shall use reasonable commercial efforts to support the Services;
- Member must comply with THI’s terms and conditions contained in THI’s Master Subscription Agreement for the URU Program which is found at https://uruhealth.com.
- Other than the Services set forth in section 1, THI is not under any obligation to provide other goods or services.
- Membership Fees
|In consideration of the benefits set forth in section 1, Member shall pay a monthly membership fee (the “Membership Fees”) payable on the first (1st) day of each and every calendar month for a term chosen by Member as agreed to by the parties.|
*Membership Fees and other amounts payable under this Agreement (Taxes) are to be paid in Canadian dollars. US Members do not need to pay any Taxes on their Membership Fees.
All Membership Fees are for THI’s sole benefit. Member will also pay to THI all “Taxes” (which mean any harmonized, goods and services, sales or other taxes exigible on the Membership Fees payable to THI by a Member) in addition to the Membership Fees owing at the time of the payment of the Membership Fees.
Member will cooperate fully and comply at its own cost with any system implemented by THI for the transfer of Membership Fees and Taxes, or other amounts due, directly from the bank account of the Member to the bank account of the THI, including the execution of any pre-authorized payment forms required by the Member’s bankers or by credit card. The Member hereby directs THI to pre-authorize the total Membership Fees and Taxes owing by the Member for the Designated Term such amount to be reduced for each month of the Designated Term for which THI receives payment of the Membership Fee and Taxes from the Member.
If any payment made to THI is returned or not honoured, Member will pay to THI for any applicable bank charges and a fee of One Hundred and Twenty Five Dollars ($125.00).
All Membership Fees and Taxes owing from time to time by Member to THI pursuant to this Agreement bear interest after the due date until paid in full at a rate of interest equal to 0.28767% per week, such amount calculated and payable weekly, not in advance, both before and after default, with interest on overdue interest at the same rate.
- Termination of Membership. This Membership Agreement (save and except for those provisions which by their nature survive termination) and the rights conferred upon Member hereunder shall automatically terminate:
- upon Member’s failure to pay Membership Fees or Taxes;
- if applicable, upon Member ceasing to be a licensed practitioner of TCM (as defined in subsection 6(a) below) in the jurisdiction in which the Member carries on his, her or its business; and
- without cause or penalty at any time after the Designated Term, upon either party providing the other with thirty (30) days’ advance written notice.
In the event of the early termination of this Membership Agreement under subsection (a) or (b) above prior to the end of the Designated Term, THI shall be entitled to claim and recover damages from the Member based on the benefit of THI’s bargain hereunder. In computing such damages, it is acknowledged and agreed that the benefit of THI’s bargain hereunder shall include the Membership Fees and Taxes which THI would have expected to receive for the balance of the Designated Term.
- Member Release. Member releases THI from any and all claims, demands, liabilities, costs and expenses (including lawyer’s fees and cost) whatsoever, related to or arising out of the Services provided by THI pursuant to the terms of this Membership Agreement.
- Representations and Warranties of Member. Member hereby represents and warrants to THI as follows:
- That the Member, or if the Member is a corporation the principal of the Member, is a licensed practitioner of Traditional Chinese Medicine (“TCM”), in good standing in the jurisdiction in which the Member carries on his, her or its business, if applicable;
- That the Member has been fully trained in the four (4) TCM diagnostic methods being Questioning/Patient History/Inspection (including tongue diagnosis); Listening/Smelling; and Palpation (including pulse diagnosis); and
- That the Member has sufficient professional liability insurance.
- “Confidential Information” means all proprietary, secret or confidential information or data relating to Member or THI and their respective operations, employees, services, products or customers and includes the Patient Data. Member and THI acknowledge that Member and THI may disclose Confidential Information to each other in connection with this Agreement. Each party shall: (i) maintain the Confidential Information in strict confidence; (ii) use at least the same degree of care in maintaining the secrecy of the Confidential Information as it uses in maintaining the secrecy of its own proprietary, secret, or confidential information, but in no event less than a reasonable degree of care; (iii) use Confidential Information only to fulfill its obligations under this Agreement; and (iv) return or destroy all documents, copies, notes, or other materials containing any portion of the Confidential Information upon request by Member or THI.
- THI hereby grants to Member a non-exclusive license to use Confidential Information and such trade secrets for the limited purpose of allowing THI to provide the benefits under this Agreement to Member.
- All information and data generated or otherwise made available to Member as a result of the participation of Members under this Agreement (“Member Data”) is proprietary to and owned exclusively by THI. Member Data shall be deemed Confidential Information of THI.
- Agreement Subject to Change. This Agreement including the Membership Fees to be paid by Member, may be amended, modified, or changed at any time at the sole discretion of THI. Member can decline these changes but will cease to be a Member.
- Not Assignable. Member cannot assign this Agreement without THI’s express written consent. This Agreement, subject to the restrictions on assignment herein, shall be binding upon and inure to the benefit of the successors and assigns of each party hereto.
- Entire Agreement. This Agreement, together with the member application form filled out by Member and delivered to THI of which this Agreement is made a part, constitutes the entire agreement between the parties.
- Member shall indemnify, save and hold harmless THI and their respective directors, officers, employees, agents and customers from and against any and all third party claims, demands, actions, losses, expenses, damages, liabilities, costs (including, without limitation, interest, penalties and reasonable experts’ and lawyers’ fees) and judgments arising out of this Agreement.
- All notices given hereunder shall be in writing. Notices shall be effective when delivered, if delivered personally or by electronic mail.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
- Sections 3, 7, 11 and 13, shall survive the termination of this Agreement.
- THI hereby grants to Member a non-exclusive right to use the Marks in association with the Services.
- Licensee warrants that the Marks will be used only in association with the Services which conform in character and quality to the standards set by THI. THI, or its authorized agents, will have the right to inspect the performance of the Services of Member bearing the Marks and to receive samples of advertising and promotional materials used in association with such Services for the purpose of determining compliance with the aforesaid standards of quality.
- In its use of the Marks, Member will at all time comply with the requirements of THI as to the form and manner in which the Marks are displayed or used, and Licensee will promptly effect any changes which THI may require respecting Member’s display and usage of the Marks upon receipt of written notification from THI. Without limiting the foregoing, Licensee shall display with the Marks, such notice or legend as THI shall from time to time prescribe to identify THI as the owner of the Marks, Member as a licensee of the Marks and the use as a licensed use;
- Member will not advertise, exploit, promote or otherwise deal in or with the Services in any manner which, in the opinion of THI, might adversely affect the goodwill attaching to and symbolized by the Marks and Member will not use any other trade-marks, trade name or corporate name that would, in the opinion of THI, be confusing with the Marks.
- Nothing herein contained shall give to Member any right, title or interest in the Marks (except the right to use the Marks in accordance with the terms hereof), that the Marks are the sole property of THI and that any use and all use display, advertisement by Member of the Marks or any incorporation of the Marks into a trade name shall enure to the benefit of THI.
- Member agrees not to raise or cause to be raised any question concerning or objection to the validity of the Marks or to the right of THI thereto on any ground whatsoever.