Date of Last Revision: September 10, 2023

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1. Introduction

 

1.1    This Member Agreement (“Agreement”) governs your relationship with Yes She Invests, LLC (collectively “YSI” or “us” or “our” or “we”) when you register on our Service as a Member and establish a Member account (“Account”). 

 

1.2     By registering as a Member on our Service you agree to be bound by the entirety of this Agreement.  

 

1.3     PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING A MEMBER’S LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. YOU MUST ALSO READ OUR GENERAL TERMS CAREFULLY BECAUSE THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. BY CLICKING “I AGREE” YOU ARE ACCEPTING ALL THE TERMS AND CONDITIONS THAT ARE CONTAINED HEREIN AND THOSE INCLUDED BY REFERENCE. 

 

1.4     A MEMBER IS PROHIBITED FROM OFFERING PROFESSIONAL FINANCIAL SERVICES ADVICE ON OUR SERVICE. FURTHER A MEMBER IS PROHIBITED FROM DISCUSSING FINANCIAL INFORMATION ON OUR SERVICE THAT IS NOT KNOWN PUBLICLY. 

 

1.5     MEMBER IS FURTHER PROHIBITED FROM USING YSI TEMPLATES AT NON YSI SPONSORED EVENTS.

 

1.6     With respect to the acceptance of this Agreement “you” or “Member” means you as an individual unless you are accepting this Agreement on behalf of your employer or other entity, in which case “you” or “Member” means that employer or entity.

 

2.    Account Management

 

2.1    The Account established upon registration on our Service as a Member will be referred to as the Member’s business account (“Business Account”).

 

2.2     Member agrees to assume full responsibility for managing its Business Account, including updating and/or deleting information in the Business Account to maintain its validity. 

 

2.3    Member assumes full responsibility for all the activities that occur on its Account.

 

2.4    Member, during Registration, will create credentials that provide access to our Service.

 

2.5    Member agrees and acknowledges that Member is responsible for keeping said credentials confidential and is prohibited from sharing with other persons or entities.

 

3.    ​Definitions
 

3.1    Content: means digital artifacts to be distributed within our Service (e.g., video, audio, text/document, images, forms, simulation, SMS, or others that are defined by their respective content types) uploaded by the GS, under the license the GS grants YSI herein. The GS retains all current intellectual property rights to the Digital Artifacts uploaded to our Service. YSI claims no ownership in these artifacts and will only use them under license provided for herein.

 

3.2    Credentials:  means the user identifier and password provided by our Service, or selected by the Member, to access its Business Account. 

 

3.3    Distribution: Digital Artifacts may be shared as is or edited/altered/summarized/paraphrased/ previewed on YSI’s Service, on YSI’s social media sites, on video calls, in emails, newsletters, group chats, etc. Any content shared on YSI’s social media sites can be shared with other social media sites and platforms at YSI’s sole discretion.

 

3.4    Draft: means a Digital Artifact  that is under development but has not been Published.

 

3.5    Digital Artifact: means designs, text, graphics, pictures, video, information, applications, software, music, sound, media, and other files, and their selection and arrangement, all of which is the property of YSI or its licensors with all rights reserved, except for User Content submitted by a GS or Member.

 

3.6    License: means a Member’s grant of rights to YSI for use of their Digital Artifacts on our Service, to achieve the objectives of our Service for our Members.

 

3.7    Member: means someone that acquires a YSI Business Account during Registration to use the intellectual property (“IP”) contained in the Service to contribute their respective knowledge or commentary with other Members on our Service and/or on third-party sites consistent with YSI’s copyright license. A Member may pay a Subscription Fee to access our Service, at YSI’s sole discretion.

 

3.8    Payment: means a financial transaction remitted to YSI should YSI require Members to pay a Subscription Fee, course fee, or charge for other goods and services.

 

3.9    Payment Method: means credit card, debit card or other forms of payment accepted by our Payment Processor and/or a payment option made available on our Service. The method selected represents how a Member pays their Subscription Fee on a recurring basis.

 

3.10   Payment Processor: means the third-party entity that our Service uses to process recurring      Payments for Subscription Fees. 

 

3.11   Published: means a Digital Artifact’s status wherein said artifact has been selected for Distribution.

 

3.12   Registration: means the process that our Service provides a Member for establishing a Business Account on our Service.

 

3.13   Registration Date: means the date that the Member completed the Registration process.

 

3.14   Service: means YSI’s products, software, processes, services, website, servers, and third party sites, all of which collectively constitute a community marketplace for discussing financial ideas, methods, products, etc. Our Service may also engage Members pursuant to other subject matter domains at the sole discretion of YSI.

 

3.15   Status: means one of three states that a Digital Artifact may be in (i.e., either a “Draft”, “Trial” or “Published”).

 

3.16   Subscription Fee: means a monthly recurring fee that Members may pay for access to our Service. This Fee is refundable at the sole discretion of YSI.

 

3.17   Trial: means a Digital Artifact’s status wherein said artifact has been selected for temporary release on our Service.

 

4.   Intellectual Property & Confidentiality 

 

4.1    Confidential Information:  means any written information or information that is stored by electronic means which (i) relates to this Agreement, (ii) is received by one of the parties from the other and (iii) is marked "Confidential," "Proprietary" or bears a marking of like import or which the Disclosing Party states in writing at the time of transmittal to, or receipt by, the Receiving Party is to be considered confidential. 

 

4.2    Disclosing Party: means the party providing Confidential Information.

 

4.3    Intellectual Property Rights: means all rights of design and authorship, all copyrights, all trademark and service mark rights, all patent rights, all rights in trade secret and proprietary information, all rights of attribution and integrity and other moral rights, and all other intellectual property rights of any type.

 

4.4    Moral Rights: means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right existing under the law of any country in the world, or under any treaty.  

4.5    Receiving Party: means the party receiving confidential information.

 

4.6    Trade Secret: means any oral, written, or documentary information or information that is stored by electronic means that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

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​5. Term and Duration 

 

5.1    The term of this Agreement shall commence on the date a Member first accepts this Agreement or accepts a modified Agreement. This Agreement will remain in full force and affect until it is terminated by either party as provided for herein.

 

5.2    Member acknowledges and agrees that each Digital Artifact (“Artifact”) uploaded to our Service is a separately enforceable addendum to this Agreement and shall survive the termination of this Agreement to the extent that, via Distribution, YSI has pushed the Artifact to third-party sites, and/or wherein YSI, in its sole discretion, continues to find the Artifact useful to its Members, as part of its Service.

 

5.3    Member acknowledges and agrees that the mutual obligations to maintain Trade Secrets and Confidential Information are in effect in perpetuity or to the extent allowed by applicable law.

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6. Compensation

 

6.1    Member acknowledges and agrees that it will not receive compensation for uploading or creating Artifacts on our Service. 

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6.2    Member acknowledges and agrees that any third-party content that Member includes in the Artifacts uploaded to our Service, must be purchased and/or licensed by Member from said third party prior to making Artifacts available on our Service. YSI will not compensate third parties for licenses acquired by a Member.

 

7. License Granted to YSI

 

​7.1    By submitting Artifacts to our Service, a Member grants YSI a nonexclusive, irrevocable, worldwide, transferable and fully paid license (“License”) to copy, crop, reproduce, reformat, translate, summarize, paraphrase, display, excerpt (in whole or in part) pages on our Service that contain a Member’s Artifacts, and Distribute Member’s Artifacts within our Service and to third-party sites to the extent required to accomplish our Service’s objectives, either directly or indirectly, with the exception that YSI shall not modify a Member’s Artifacts during said operations, other than as provided for herein. 

 

7.2    A Member also grants YSI the right to sublicense a Member’s Artifacts as required for achieving the objectives of our Service. YSI acknowledges and agrees that the sublicense granted by a Member to YSI allows YSI to grant rights within the confines of our Service, and where said sublicense is required for YSI to Distribute Member’s Artifacts to third-party sites. Third-party sites are selected by YSI at its sole discretion.

 

7.3    Member represents, warrants, and guarantees that Member has the full right, ability, and authority to make Artifacts available on our Service and to grant the License contained herein. Member further represents, warrants, and guarantees that by makingArtifacts available on our Service Member is not violating any obligation owed by you to a third party, including without limitation obligations of confidentiality, privacy, attribution, or Intellectual Property Rights including, but not limited to, rights related to patent, trademark, copyright, or trade secrets.

 

7.4    The License to YSI does not expire upon termination of this Agreement.

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​8. Confidentiality

 

8.1     Either party to this Agreement may, while fulfilling its terms, need to disclose information to the other party that is proprietary or confidential. 

 

8.2    The terms Confidential Information and Trade Secrets do not include information that: (i) is already known to the Receiving Party as evidenced by prior documentation thereof; or (ii) is or becomes publicly known through no wrongful act of the Receiving Party; or (iii) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement or any other agreement; or (iv) is approved for release by written authorization of the Disclosing Party.

 

8.3     The Receiving Party shall not disclose to others, or use for any purpose of its own, any Confidential Information, financial or business data, technical data, or other confidential or proprietary information obtained from the Disclosing Party, or from an affiliated entity of the Disclosing Party, as a result of work done pursuant to this Agreement, or generated or developed in the performance of work under this Agreement.  

 

8.4    The Receiving Party agrees not to use for any purpose whatsoever or to disclose Trade Secrets at any time during or after the term of this Agreement or until such Trade Secrets lose their status as such by becoming generally available to the public by independent discovery, development, or publication.

 

8.5     The covenants regarding Confidential Information and Trade Secrets will apply to any Confidential Information or Trade Secrets disclosed to the Receiving Party by the Disclosing Party before or after the date of this Agreement and remain in full force and effect after termination of this Agreement.

 

9. Independent Contractor

 

9.1     Neither party nor any of its personnel shall be considered as an agent or employee of the other party.  It is understood and agreed that YSI is an independent contractor with respect to performing work hereunder and that YSI shall have full control over, and responsibility for, the manner and means by which the objectives of our Service are met.

 

9.2    Member acknowledges and agrees that it is likewise an independent contractor vis-à-vis its relationship with YSI as provided for herein.

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10. YSI’S Rights

 

10.1    Member acknowledges and agrees that YSI owns all right, title and interest, including without limitation, all Intellectual Property Rights and Moral Rights, in and to our Service  (excluding intellectual property licensed from Member), and that Member shall not acquire any right, title, or interest in, or to, same.  

 

10.2    A Member shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any YSI intellectual property including, but not limited to, YSI’s content, software, and/or documentation.  

 

10.3    A Member shall not create or attempt to create a substitute or similar Service through use of, or access to, YSI’s proprietary information. A Member shall not remove, obscure, or alter YSI copyright notices or other proprietary rights notices affixed to or contained within any YSI content, software, or documentation.

 

10.4    YSI may retain and use, subject to the terms of YSI’s Privacy Policy, and what is contained in this Agreement, all information a Member submits to our Service including, but not limited to, all information provided by a Member during Registration.

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11.   Force Majeure

 

Neither party shall be responsible for (or be deemed in breach or default hereof as a result of) delays or failures in performance hereunder to the extent that such party was hindered in its performance by any act of God, war, terrorism, civil commotion, application of any law or regulation or other act of any governmental officer or personnel, labor dispute, or any other occurrence beyond the reasonable control of such party.

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12. Notices

 

All notices hereunder (other than Payments) shall be in writing and delivered personally or sent via facsimile, by certified mail, return receipt requested, email (confirmation requested) or by a reputable courier service to the address of the principal place of business of the party to be notified or to the address provided to our Service during registration, if no principal place of business can be determined.

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13. Governing Law 

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13.1      The laws of the State of Missouri, United States of America shall govern this Agreement, as well as YSI’s Privacy Policy, notwithstanding any principles of conflicts of law. 

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13.2     You agree that any action at law or in equity arising out of or relating to this Agreement or YSI’s Privacy Policy, other than those disputes or claims subject to Arbitration as enumerated below, shall be filed only in state or federal court located in the State of Missouri, in a venue most proximate to Buchanan County, Missouri, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such action.

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14. Resolution of Conflict.

 

Both parties agree during a thirty (30) day period after notice is given to the other party of a dispute under the terms of this Agreement, to use its best efforts to resolve any dispute through good faith negotiations, prior to invoking the remedies provided for herein, unless the Intellectual Property Rights of either party are threatened, or Member is in violation of our User Conduct Restrictions.

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15. Arbitration

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15.1     Any claim or controversy arising among or between the parties hereto pertaining to our Service, or any claim or controversy arising out of, or with respect to, any matter contained in this Agreement, or any differences as to the interpretation or performance of this Agreement, other than those wherein either party has infringed or threatened to infringe the other party’s intellectual property rights, or wherein you have violated our User Conduct Restrictions, shall be settled by arbitration in the State of Missouri. Such arbitration shall be before three arbitrators of the American Arbitration Association (the “AAA”) under its then prevailing rules. 

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15.2     Intellectual property rights, as defined herein, include patent, copyright, trademark, or trade secrets. You and YSI jointly acknowledge that arbitration is not an adequate remedy at law for actual or threatened infringement of either party’s intellectual property rights. Therefore, it is agreed that injunctive or other appropriate relief may be sought under these circumstances. 

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15.3     In any arbitration involving this Agreement, the arbitrators shall not make any award that will alter, change, cancel or rescind any provision in this Agreement, and their award shall be consistent with the provisions of this Agreement. Any such arbitration must be commenced no later than one (1) year from the date such claim or controversy arose, or the claim is waived. 

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15.4     The award of the arbitrators shall be final, and binding. Judgment may be entered thereon in any court of competent jurisdiction.

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16. Severance and Waiver

 

16. 1    Member acknowledges and agrees that if any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Furthermore, if any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision.

 

16.2    YSI’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by YSI.

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17. Termination 

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17.1     Either you or YSI may terminate this Agreement. You may terminate this Agreement by destroying all materials obtained from our Service and by providing a termination notice to YSI at admin@yessheinvests.com. YSI may terminate this Agreement immediately, without notice for any reason, or no reason, and reserves the right to block or prevent your future access to our Service. 

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17.2     Should you or YSI decide to terminate this Agreement then YSI will prevent access to your Business Account on our Service. YSI agrees to make a good faith effort to resolve an outstanding dispute between YSI and a Member, if any exist, prior to termination. YSI, at its sole discretion, may restore access to your Business Account if the dispute has been resolved to its satisfaction.

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17.3     You acknowledge and agree that termination of this Agreement by either party pertains solely to your use of our Service and has no effect on other contractual obligations that may exist between the parties, which remain in full force and effect.

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18. Entire Agreement 

 

This Agreement contains all of the terms and conditions agreed to by you and YSI with respect to your use of our Service. It supersedes all prior agreements, arrangements and communications between the parties dealing with same, whether oral or written.

 

19. Definitions and Constructions

 

Unless otherwise specified, the terms, "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter.