WISe Wellness Guild

Membership Terms and Conditions

Updated 01/09/2023

We’re excited that you’re interested in joining WISe Wellness Guild as a member (we’ll refer to WISe members from here on as “Members”)! We look forward to welcoming you to our community, but first, we need to get this legal stuff out of the way.

These terms and conditions are the Membership Terms and Conditions (we’ll refer to them as our “Membership T&Cs” from here on) of WISe Wellness Guild, LLC, doing business as WISe Wellness Guild (“WISe,” the “Company,” “we,” “us,” or “our”). Our Membership T&Cs apply to all membership options with us as well as any Member or guest access to our physical space, any events we conduct, and any interaction between our current or potential Members and us.

Our Membership T&Cs form an important part of the WISe Member Agreement that you sign when you apply for membership with WISe. We may update our Membership T&Cs from time to time. We’ll notify you by email of any updates that result in a material change to the Membership T&Cs; any such change will be effective upon the date that we send you a notice of the same.

As a wellness-centric business and community, these Membership T&Cs, our Wellness Guild Rules (available here), and our policies and procedures more generally are all designed with individual and community wellness in mind: they aim to foster a safe, welcoming, inclusive environment for all Members and potential Members.

Please let us know if you have any questions about our terms or policies. Without further ado, here are our Membership T&Cs:

Our Core Values. First, and most importantly, we are creating a community of caring. We value kindness, respect, openness, and growth. Our Members share the same values. In service of our values, we observe a standard of conduct that requires compassion and prohibits hostility.
1. Conduct we Promote: Building a Community of Wellness. Members are invited to make full use of Membership in any way that helps them live a more fulfilling, balanced life. This may mean social media high fives all the way up to daily attendance at the Guild and all of our events. We’re more than a Members-only platform, we’re here for you, and we’re creating a community together. As Jane Howard more aptly put it, “Call it a clan, call it a network, call it a tribe, call it a family. Whatever you call it, whoever you are, you need one.” That. We’re the “[w]hatever you call it.” And we look forward to you joining us. Welcome.
2. Prohibited Conduct. Members and/or their guests are prohibited from using our platforms, spaces, and/or events to conduct or pursue any activities prohibited by law or for which Members or your guests are not authorized. Discrimination, hate speech, sexual harassment, or any other form of harassment are prohibited. Violating any such prohibitions will result in termination of Membership without refund and you may be liable for further damages. While attending our physical spaces or an event, you agree not to conduct any activity that may be hazardous or dangerous. Members and their guests are prohibited from engaging in any activities that may be considered disruptive to other Members.
Membership: The Basics.
1. Applying for Membership. We are a private entity. We limit Membership to those potential Members that will contribute to and support a common objective of creating an inclusive, positive environment to advance wellness for themselves, our Membership community, and the community at large. For that reason, we conduct an application process that aims to ensure we’re a good fit for potential Members.
2. Anti-Discrimination Policy. We have a strict anti-discrimination policy. We welcome all who are interested in Membership to apply for Membership. We comply with applicable Federal civil rights laws and do not discriminate on the basis of race, color, national origin, age, disability, or sex.
3. Membership Benefits. All paying Members have access to our online Member portal. Additional benefits attach for upgraded Memberships as more fully described on our Membership menu, available on request.
4. Membership Fees. Our membership fees are payable in an annual installment as described on our Membership menu. For members that joined prior to 2022, if you chose a monthly plan, your Membership will continue for as long as your account is up to date and paid, with all monthly Membership paid one calendar month in advance. All other members, your Membership will continue for a full calendar year from the date you first sign up with us.
5. Terminating your Membership.
  1. Annual Membership. Your annual Membership will terminate automatically on the anniversary of your first day of your annual Membership. You may cancel your annual Membership before the anniversary of your sign-up, but you will not receive any part of your payment back—whether as a credit or refund.
    1. Exception for Extenuating Circumstances. We’re a wellness community. Not a ruthless gym operator with impossible-to-break contracts. For that reason, we provide a number of exceptions to our “no cancellation” policy when it comes to our annual plan, which we’ll honor at our sole discretion:
      1. Loss of Employment (your own or your significant other’s). If the cost of Membership is prohibitive due to the loss of employment, we will refund the unused balance of your Membership, prorated over the remaining full calendar months. For example, if you pay for a full year and, after 5.5 months, need to cancel under this section, we will provide a refund of 6/12 months, for 50% of the amount you pre-paid. Additionally, we will make a good faith effort to provide support in such a challenging time to help make your transition smoother;
      2. Serious Illness. If you or a direct family member suffers a serious, long-term illness, we will refund the unused balance of your Membership, prorated over the remaining full calendar months. For example, if you pay for a full year and, after 8.75 months, need to cancel under this section, we will provide a refund of 3/12 months, for 25% of the amount you pre-paid;
      3. Other Major Life Changes. Your business closes, having your first child (or your fifth!), or any other major life change, just let us know and we’ll figure out a fair and helpful solution.
  2. Members prior to 2022 who opted to join a monthly membership: You may terminate your monthly membership by providing us five (5) business days notice in writing, by emailing hello@wisewellnessguild.com.
6. Membership Fees.
  1. Paying for Your Membership.
    1. Annually. For an annual membership, you will be charged at sign-up. To renew, you will be presented with a renewal option at least thirty (30) days before the beginning of a new year of Membership.
    2. Members prior to 2022 on a monthly membership plan. For a monthly Membership, you will provide a card at sign-up and your card will automatically be charged in advance for each additional Membership month. (Remember: you may cancel a monthly Membership at any time by providing us five (5) business days notice in writing, by emailing hello@wisewellnessguild.com). Non-payment. If you don’t timely pay for your Membership, it will be terminated and you will lose access to your Membership benefits immediately.
7. Additional Fees. Many benefits are included in our membership. Some benefits or services carry additional fees and charges; any such fees or charges will be clearly described and presented to you for your agreement before you may incur them. You agree to pay such additional fees on the terms presented at the time of service.
8. Refunds of Membership. Membership fees are non-refundable and are deemed earned once paid in connection with your sign-up. There are very limited exceptions to this, with any refunds provided under such exceptions at the sole discretion of Wise.
9. WISe’s Right to Terminate Membership at Sole Discretion. We reserve the right to terminate Membership of a Member at our sole discretion, for a breach of Wellness Guild Rules, the Wise code of conduct, these Membership T&Cs, or otherwise.
Details with Respect to The Guild (our physical space)
1. Community Code of Conduct. We have created a beautiful and welcoming space. As a condition to your being permitted to access our Guild and/or any Wise communication forum, you agree to adhere to our Community Code of Conduct, available upon request.
2. Hours. The Guild’s opening hours will be made available on our home page. Our hours may be adjusted to account for holidays, seasonal events, and/or Membership demand. Should our hours change, we will provide written notice by email and by posting the adjusted hours at the Guild.
3. Access. While we will make as much of the Guild open for access as possible, certain areas are reserved for private use by Members at higher Membership levels and/or for Members with dedicated office spaces. Additionally, on select occasions, areas may be reserved for private meetings and/or functions. Your rights to access are defined and clearly set out in your Membership agreement, depending on the level of Membership that you sign up for.
4. Guests. The Guild is first and foremost for our Members. Subject to space availability and any Members-only functions that may be scheduled, Members may be permitted to bring guests, subject to our guest pass policies and procedures. Guests or their Member hosts must complete our drop-in Membership form and pay any daily drop-in rate that must be paid for temporary Membership at the time of proposed entry. Any guests must be attended to at all times by the hosting Member. Guests must not disrupt other Members or their guests and must operate at all times in strict compliance with the Wise Code of Conduct. By bringing a guest, the hosting Member thereby assumes full responsibility for the actions of their guest. Members are not permitted to grant access to the Guild or its digital properties to any individual whom they do not know. Access to the Guild by guests on a temporary Membership is limited to select areas, with the balance of the space limited to Members.
5. Maintenance. We will maintain the Guild in good order. We will do our best to ensure it’s always “Instagrammable,” but we will count on you to make sure there’s not a random Starbucks cup in the background of that epic shot for your IG Story. As a community of Members, we will rely on all Members to conduct themselves with due regard and respect for the Guild to ensure the environment remains welcoming and hospitable. All Members are responsible for cleaning up after themselves if and when they use common spaces. For private spaces, Members are required to preserve such spaces in good condition. We will provide consistent property maintenance and cleaning services to ensure the space remains hospitable and inviting. Members and their guests will be responsible for disposing of their own trash in marked receptacles and generally treating the Guild with respect.
6. Valuables and Personal Property. If you decide to bring valuables or personal property to our spaces or events, please keep eyes on your valuables and personal property at all times. We can’t assume, and we therefore waiver any liability for, the loss, damage, or theft of your valuables and/or personal property.
Miscellaneous.
1. ESIGN Act of 2000 Notice. Our communications and agreements with you are in an electronic format. You acknowledge and agree that these Membership T&Cs as well as any further agreement you may enter into with us may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.
2. Warranties Disclaimer. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, MEMBERSHIP AGREEMENT, AND/OR MEMBERSHIP T&CS OR OTHERWISE, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR OTHERWISE.
3. Entire Agreement. This Agreement contains the entire understanding of the Parties hereto relating to the subject matter herein contained. No waiver of either Party of any breach by the other of any representation, warranty, covenant or obligation set forth herein shall be regarded as a waiver of any breach of any other representation, warranty, covenant or obligation. This Agreement shall not be amended or modified except by a writing signed by each of the parties hereto.
4. No Agency Relationship. The parties are independent. Nothing contained herein shall constitute a partnership, joint venture, association or principal and agent relationship or be construed to evidence the intention of the parties to create such a relationship.
5. Assumption of Risk. You voluntarily agree to assume all risks associated with the use of your Membership, attending the Guild, and/or attending any event, including the risk of physical injury or death, property damage or other loss, and waive all claims for personal injury or death against Wise, the event’s venue, and all affiliated employees and agents of Wise and the venue.
6. Indemnification. You agree to defend, indemnify, and hold harmless Wise, our affiliates and ours and their respective officers, directors, employees, consultants, contractors, and agents (collectively, the “Indemnitees”) from and against any and all actions, suits, proceedings, claims and demands brought or made by any third party (including, but not by way of limitation, any of your respective officers, directors, employees, contractors, guests, invitees and/or agents as well as any employees, contractors or agents of Wise, and any of Wise’s other members) (“Third Party Claims”). You further agree to pay any settlements, awards, costs, and expenses (including reasonable attorneys’ fees of attorneys of Wise’s selection) in connection with such Third Party Claims (collectively, “Losses”) to the extent any such Third Party Claim arises out of or relates to: (i) any breach by you of an agreement with us (including, but not by way of limitation, these Membership T&Cs, the Member Agreement, or any other agreement with Wise), (ii) any violation of an agreement with us or a policy of Wise by any of your invitees or guests, or (iii) any other conduct, act, or omission by you or any of your invitees or guests in connection with your Membership or any of your or their respective use of our services or space, including, but not limited to, any violation of applicable laws or regulations, negligence, or misconduct by you or by any of your invitees or guests.
7. Waiver of Liability for Acts of Third Parties. Wise may make the goods or services of third parties available to you as a benefit of your Membership, whether for free or for an additional fee. Wise does not guarantee or warrant the quality of any such goods or services, and does not guarantee that any such goods or services will remain available. Wise hereby disclaims and you hereby agree to waive any liability on Wise’s behalf for your use of, or inability to use, any such goods or services.
8. Limitation of Liability.
  1. Exclusion of Liability. YOU AGREE THAT IN NO EVENT SHALL WISE AND/OR WISE’S AFFILIATES, PARTNERS, OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, OR USE OF WISE’S PLATFORM, ACCESS TO WISE SPACES, ATTENDING WISE EVENTS, OR OTHERWISE, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WISE AND/OR WISE’S RESPECTIVE AFFILIATES, PARTNERS, OR ASSIGNS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. If, despite the limitation above, WISe or our respective partners, affiliates, or assigns are found liable for any loss or damage cause to you and/or your guest(s) or invitee(s), then the liability will in no event exceed, in the aggregate, the greater of (a) the money you paid to WISe, or (b) One-Hundred Dollars (US$100.00) or the equivalent in local currency.
  3. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed its essential purpose. The limitations of liability provided in these terms inure to the benefit of WISe, WISe’s agents and affiliates, and/or Wise’s partners.
9. Dispute Resolution. If a dispute arises between us with respect to your Membership or otherwise, you agree to first contact us in writing by email to hello@wisewellnessguild.com before commencing any further action. We will respond to any such email within five (5) business days. If we are unable to come to a mutual agreement to resolve any dispute, we will mutually submit any such dispute to mediation. Failing a resolution through mediation, either party may submit the dispute to the forum and venue noted below.
10. Transfer and Assignment. You may not transfer or assign this agreement or your rights hereunder, including, but not by way of limitation, your Membership. Wise may freely transfer or assign this agreement and its rights hereunder.
11. Choice of Law and Forum. Your Membership and all agreements with us, including these Membership T&Cs, shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to the choice of laws thereof. Venue for any dispute as between you and Wise shall lie in Hamilton County, Ohio. You agree to waive any claim of inconvenient forum.
12. An inherent risk of exposure to COVID-19 exists in any public place where people are present.
  We encourage people to get vaccinated and to follow all current CDC guidelines, including with respect to wearing face coverings.
  
  COVID-19 Warning
  An inherent risk of exposure to COVID-19 exists in any public place where people are present. COVID-19 is an extremely contagious disease that can lead to severe illness and death. According to the Centers for Disease Control and Prevention, senior citizens and Guests with underlying medical conditions are especially vulnerable.
  By attending an event that may be advertised or promoted by WISe (each an "Event"), you voluntarily assume all risks related to exposure to COVID-19. Help keep each other healthy.
  Health Acknowledgement: Please make sure that you have reviewed any advisories or restrictions that may be in place for public events and gatherings. By attending any Event, you are confirming that you and all people in your party:
  - are not experiencing any of the following symptoms of COVID-19 identified by the Centers for Disease Control and Prevention at CDC.gov, including:
    - Fever or chills
    - Cough
    - Shortness of breath or difficulty breathing
    - Fatigue
    - Muscle or body aches
    - Headache
    - New loss of taste or smell
    - Sore throat
    - Congestion or runny nose
    - Nausea or vomiting
    - Diarrhea
  - have not been in contact with someone with confirmed or suspected COVID-19 symptoms without completing a 14-day quarantine
  - are not under any self-quarantine orders
  Individuals who cannot confirm all of the above criteria must not attend an Event. If at any point an attendee does not meet all of the above criteria, the attendee and their party will be required to isolate and may be required to leave the Event.
  If you need to cancel your Event admission, please contact us.
  By purchasing attendance to and/or attending an Event, you acknowledge that you understand and will abide by the above health-and-safety requirements at all times.
  Important Information
  In the interest of caution, Events may be modified, limited in capacity, and subject to limited availability or cancellation. WISe and our advertisers reserve the right to cancel any reservations and provide applicable refunds.

_____

WISe Wellness Guild

Business Membership Terms and Conditions

These terms and conditions are the Membership Terms and Conditions (we’ll refer to them as our “Membership T&Cs” from here on) of WISe Wellness Guild, LLC, doing business as WISe Wellness Guild (“Wise,” the “Company,” “we,” “us,” or “our”). Our Membership T&Cs apply to all membership options with us as well as any Member or guest access to our physical space, any events we conduct, and any interaction between our current or potential Members and us.

Please let us know if you have any questions about our terms or policies. Without further ado, here are our Membership T&Cs:

1. Our Core Values. First, and most importantly, we are creating a community of caring. We value kindness, respect, openness, and growth. Our Members share the same values. In service of our values, we observe a standard of conduct that requires compassion and prohibits hostility.

a. Conduct we Promote: Building a Community of Wellness. Members are invited to make full use of Membership in any way that helps them live a more fulfilling, balanced life. This may mean social media high fives all the way up to daily attendance at the Guild and all of our events. We’re more than a Members-only platform, we’re here for you, and we’re creating a community together. As Jane Howard more aptly put it, “Call it a clan, call it a network, call it a tribe, call it a family. Whatever you call it, whoever you are, you need one.” That. We’re the “[w]hatever you call it.” And we look forward to you joining us. Welcome.

b. Prohibited Conduct. Members and/or their guests are prohibited from using our platforms, spaces, and/or events to conduct or pursue any activities prohibited by law or for which Members or your guests are not authorized. Discrimination, hate speech, sexual harassment, or any other form of harassment are prohibited. Violating any such prohibitions will result in termination of Membership without refund and you may be liable for further damages. While attending our physical spaces or an event, you agree not to conduct any activity that may be hazardous or dangerous. Members and their guests are prohibited from engaging in any activities that may be considered disruptive to other Members.

c. Here are some guidelines for our respective roles throughout our partnership:

i. Your Role

a) Be committed to the process in attitude and effort

b) Take the lead to schedule meetings

c) Be open to feedback and be honest with your coach

d) Take action toward your development

e) Review development plans with relevant third parties

ii. Our Role

a) Facilitate the business advocacy process

b) Maintain confidentiality

c) Help interpret data

d) “Push the envelope”- help you to a point of discomfort, which means real change is occurring

e) Help you understand the self-directed change process

f) Serve as a sounding board when needed

2. Membership: The Basics.

a. Applying for Membership. We are a private entity. We limit Membership to those potential Members that will contribute to and support a common objective of creating an inclusive, positive environment to advance wellness for themselves, our Membership community, and the community at large. For that reason, we conduct an application process that aims to ensure we’re a good fit for potential Members.

b. Anti-Discrimination Policy. We have a strict anti-discrimination policy. We welcome all who are interested in Membership to apply for Membership. We comply with applicable Federal civil rights laws and do not discriminate on the basis of race, color, national origin, age, disability, or sex.

c. Membership Benefits. All paying Members have access to our online Member portal. Additional benefits for each membership are provided during the sign up process found on our Membership menu, available on request and at https://wisewellnessguild.spaces.nexudus.com/en. All restrictions and requirements for each benefit are set more fully in the Membership portal. The benefit terms are governed by the descriptions, restrictions, and requirements found on the Membership portal.

d. Membership Fees. Our membership fees are payable in an annual installment as described on our Membership menu. For members prior to 2022: if you choose a monthly plan, your Membership will continue for as long as your account is up to date and paid, with all monthly Membership paid one calendar month in advance. If you choose an annual plan, your Membership will continue for a full calendar year from the date you first sign up with us.

e. E-Commerce Convenience Fees. For any goods or services sold a five percent (5%) convenience fee and a tax rate of seven point 8 percent) (7.8%) will be applied to each transaction.

f. Upgrading your Membership. All Members must have, at a minimum, our Small Business Membership. We know you’ll definitely want to enjoy the full benefits we offer. Subject to space availability at the desired Membership level, you may upgrade your Membership at any time to Small Business Premium Membership by connecting with us and paying the applicable, higher fee on a forward-looking basis.

g. Terminating your Membership.

h. Annual Membership. Your annual Membership will terminate automatically on the anniversary of your first day of your annual Membership. You may cancel your annual Membership before the anniversary of your sign-up, but you will not receive any part of your payment back—whether as a credit or refund.

i. Exception for Extenuating Circumstances. We’re a wellness community. Not a ruthless gym operator with impossible-to-break contracts. For that reason, we provide a number of exceptions to our “no cancellation” policy when it comes to our annual plan, which we’ll honor at our sole discretion:

j. Loss of Employment (your own or your significant other’s). If the cost of Membership is prohibitive due to the loss of employment, we will refund the unused balance of your Membership, prorated over the remaining full calendar months. For example, if you pay for a full year and, after 5.5 months, need to cancel under this section, we will provide a refund of 6/12 months, for 50% of the amount you pre-paid. Additionally, we will make a good faith effort to provide support in such a challenging time to help make your transition smoother;

k. Serious Illness. If you or a direct family member suffers a serious, long-term illness, we will refund the unused balance of your Membership, prorated over the remaining full calendar months. For example, if you pay for a full year and, after 8.75 months, need to cancel under this section, we will provide a refund of 3/12 months, for 25% of the amount you pre-paid;

l. Other Major Life Changes. Your business closes, having your first child (or your fifth!), or any other major life change, just let us know and we’ll figure out a fair and helpful solution.

ii. Monthly Membership. You may terminate your monthly membership by providing us five (5) business days notice in writing, by emailing hello@wisewellnessguild.com.

iii. Changes in Benefits. No reduction to benefits will be made without prior notice to you. If we reduce any benefits, you will have the right to downgrade or cancel within thirty (30) days of the notice.

i. Membership Fees.

i. Paying for Your Membership.

1. Monthly. For a monthly Membership, you will provide a card at sign-up and your card will automatically be charged in advance for each additional Membership month. (Remember: you may cancel a monthly Membership at any time by providing us thirty (30) business days notice in writing, by emailing hello@wisewellnessguild.com.)

2. Annually. For an annual Membership, you will be charged at sign-up. To renew, you will be presented with a renewal option at least thirty (30) days before the beginning of a new year of Membership.

ii. Non-payment. If you don’t timely pay for your Membership, it will be terminated and you will lose access to your Membership benefits immediately.

j. Additional Fees. Many benefits are included in our upgraded plans. Some benefits or services carry additional fees and charges; any such fees or charges will be clearly described and presented to you for your agreement before you may incur them. You agree to pay such additional fees on the terms presented at the time of service.

k. Refunds of Membership. Membership fees are non-refundable and are deemed earned once paid in connection with your sign-up. There are very limited exceptions to this, with any refunds provided under such exceptions at the sole discretion of Wise.

l. Wise’s Right to Terminate Membership at Sole Discretion. We reserve the right to terminate Membership of a Member at our sole discretion, for a breach of Wellness Guild Rules, the Wise code of conduct, these Membership T&Cs, or otherwise.

3. Membership Options

We offer 2 Membership options, Corporate and Small Business, with a range of benefits as more fully described on our Membership menu, available on request and at www.wisewellnessguildpartners.com/partnerships. Memberships may include access to third-party goods or services as described on our Membership menu, available at our website or by request. Members acknowledge, recognize, and agree that the use of such third-party goods or services is at the Member’s discretion and is subject to a waiver of liability for acts of third parties as described in Section 4.g. of these Membership T&Cs. All benefit terms, here and on the Membership Portal, are generalized and benefits of each Membership level may be revisited from time to time.

a. Small Business Membership. This monthly membership is the basic level required of all Members to access Membership Benefits. Benefits include:

• Access to e-commerce portal

• Access to cohort onboarding;

• Access to online member portal;

• Access to content intake portal for advertising/ promotional purposes;

• Unlimited online library for ongoing learning;

• 6x annual programs and networking opportunities;

• Access to The Christ Hospital ezCare Healthcare Concierge;

• Access to self-improvement portal, powered by Cloverleaf; and

• Access to WISe Referral Rewards

b. Small Business Premium Membership. This monthly membership is the premium level membership that provides all the benefits of a Small Business Membership including:

• Access to priority placement on e-commerce portal;

• Access to 2-Hour concierge onboarding;

• Access to 4x annual 1:1 Coaching Sessions with WISe Business Coaches (:60 each)

• Active introductions to strategic partners with relevant identified parties (investors, corporations, B2B resources etc.)

c. Thrive Founding Members. This annual membership is the highest WISe membership and includes all the benefits of a Premium Membership in addition to many other benefits, including:

• Advisory Board Seat

• Quarterly Founder-Only Events

• Founding Member Features and Promotions

4. Miscellaneous.

a. ESIGN Act of 2000 Notice. Our communications and agreements with you are in an electronic format. You acknowledge and agree that these Membership T&Cs as well as any further agreement you may enter into with us may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.

b. Warranties Disclaimer. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, MEMBERSHIP AGREEMENT, AND/OR MEMBERSHIP T&CS OR OTHERWISE, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR OTHERWISE.

c. Entire Agreement. This Agreement contains the entire understanding of the Parties hereto relating to the subject matter herein contained. No waiver of either Party of any breach by the other of any representation, warranty, covenant or obligation set forth herein shall be regarded as a waiver of any breach of any other representation, warranty, covenant or obligation. This Agreement shall not be amended or modified except by a writing signed by each of the parties hereto.

d. No Agency Relationship. The parties are independent. Nothing contained herein shall constitute a partnership, joint venture, association or principal and agent relationship or be construed to evidence the intention of the parties to create such a relationship.

e. Assumption of Risk. You voluntarily agree to assume all risks associated with the use of your Membership, attending the Guild, and/or attending any event, including the risk of physical injury or death, property damage or other loss, and waive all claims for personal injury or death against Wise, the event’s venue, and all affiliated employees and agents of Wise and the venue.

f. Indemnification. You agree to defend, indemnify, and hold harmless Wise, our affiliates and ours and their respective officers, directors, employees, consultants, contractors, and agents (collectively, the “Indemnitees”) from and against any and all actions, suits, proceedings, claims and demands brought or made by any third party (including, but not by way of limitation, any of your respective officers, directors, employees, contractors, guests, invitees and/or agents as well as any employees, contractors or agents of Wise, and any of Wise’s other members) (“Third Party Claims”). You further agree to pay any settlements, awards, costs, and expenses (including reasonable attorneys’ fees of attorneys of Wise’s selection) in connection with such Third Party Claims (collectively, “Losses”) to the extent any such Third Party Claim arises out of or relates to: (i) any breach by you of an agreement with us (including, but not by way of limitation, these Membership T&Cs, the Member Agreement, or any other agreement with Wise), (ii) any violation of an agreement with us or a policy of Wise by any of your invitees or guests, or (iii) any other conduct, act, or omission by you or any of your invitees or guests in connection with your Membership or any of your or their respective use of our services or space, including, but not limited to, any violation of applicable laws or regulations, negligence, or misconduct by you or by any of your invitees or guests.

g. Waiver of Liability for Acts of Third Parties. Wise may make the goods or services of third parties available to you as a benefit of your Membership, whether for free or for an additional fee. Wise does not guarantee or warrant the quality of any such goods or services, and does not guarantee that any such goods or services will remain available. Wise hereby disclaims and you hereby agree to waive any liability on Wise’s behalf for your use of, or inability to use, any such goods or services.

h. Limitation of Liability.

i. Exclusion of Liability. YOU AGREE THAT IN NO EVENT SHALL WISE AND/OR WISE’S AFFILIATES, PARTNERS, OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, OR USE OF WISE’S PLATFORM, ACCESS TO WISE SPACES, ATTENDING WISE EVENTS, OR OTHERWISE, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WISE AND/OR WISE’S RESPECTIVE AFFILIATES, PARTNERS, OR ASSIGNS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ii. If, despite the limitation above, Wise or our respective partners, affiliates, or assigns are found liable for any loss or damage cause to you and/or your guest(s) or invitee(s), then the liability will in no event exceed, in the aggregate, the greater of (a) the money you paid to Wise, or (b) One-Hundred Dollars (US$100.00) or the equivalent in local currency.

iii. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed its essential purpose. The limitations of liability provided in these terms inure to the benefit of Wise, Wise’s agents and affiliates, and/or Wise’s partners.

i. Dispute Resolution. If a dispute arises between us with respect to your Membership or otherwise, you agree to first contact us in writing by email to Hello@WiseWellnessGuild.com before commencing any further action. We will respond to any such email within five (5) business days. If we are unable to come to a mutual agreement to resolve any dispute, we will mutually submit any such dispute to mediation. Failing a resolution through mediation, either party may submit the dispute to the forum and venue noted below.

j. Transfer and Assignment. You may not transfer or assign this agreement or your rights hereunder, including, but not by way of limitation, your Membership. Wise may freely transfer or assign this agreement and its rights hereunder.

k. Choice of Law and Forum. Your Membership and all agreements with us, including these Membership T&Cs, shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to the choice of laws thereof. Venue for any dispute as between you and Wise shall lie in Hamilton County, Ohio. You agree to waive any claim of inconvenient forum.

l. Severability; Enforcement. Each of the sections of this Agreement shall stand independently and severally, and the invalidity of any one section or portion thereof shall not affect the validity of any other provision. In the event any provision shall be construed to be invalid, no other provision of this Agreement shall be affected thereby. Furthermore, it is agreed that any period of restriction or covenant hereinabove stated shall not include any period of violation or period of time required for litigation or arbitration to enforce such restrictions or covenants.

WISe Wellness Guild

Membership Terms and Conditions

Updated 01/09/2023

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