Membership Agreement

This Membership Agreement (“Agreement”) is entered into by and between:

WakeUp Business Club LLC, a Delaware limited liability company operating in New York City (“Club” or “Company”),

and

and the individual admitted to the Club under the process described below (“Member”),

collectively referred to as the “Parties.”

This Agreement takes effect on the date the candidate is admitted to the Club and the applicable fees are paid (the “Effective Date”).

1. DEFINITIONS

1.1. “Club” means WakeUp Business Club LLC and the business community it operates, including all events, services, platforms, and resources provided to Members.

1.2. “Member” means an individual who has been accepted into the Club through the Admission process and has paid all applicable fees.

1.3. “Admission” means the process of evaluating a candidate’s eligibility for Club membership, including verification of business credentials, background check, and approval by existing Members and/or Club administration.

1.4. “Registration Fee” means the one-time, non-refundable fee paid by the Member upon acceptance into the Club, covering the cost of Admission, onboarding, and integration into the Club community.

1.5. “Membership Fee” means the annual fee paid by the Member for access to Club services, events, and resources.

1.6. “Events” means all meetings, networking sessions, masterclasses, workshops, retreats, and other activities organized by the Club for its Members.

1.7. “Confidential Information” has the meaning set forth in Section 10.

1.8. “Club Platform” means the Club’s digital infrastructure, including but not limited to the mobile application, website, Telegram groups, and any other digital tools or channels used by the Club.

2. MEMBERSHIP ELIGIBILITY AND ADMISSION

2.1. Membership in the Club is available to individuals who meet the following minimum criteria:

• (a) Ownership of a business generating minimum annual revenue of $1,000,000; OR

• (b) Senior executive (C-level, VP, Director) of a company generating minimum annual revenue of $1,000,000.

2.2. All prospective Members must complete the Admission process, which includes:

• (a) Submission of an application through the Club’s website or designated channels;

• (b) Verification interview with a Club representative;

• (c) Background and reputation check;

• (d) Approval by Club administration and/or existing Members.

2.3. The Club reserves the right to deny membership to any applicant without providing a reason.

2.4. Upon successful completion of Admission and payment of the Registration Fee and Membership Fee, the applicant becomes a Member of the Club.

3. TERM AND RENEWAL

3.1. This Agreement shall be effective for a period of one (1) year from the Effective Date (“Initial Term”).

3.2. This Agreement shall automatically renew for successive one-year periods (“Renewal Terms”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

3.3. The Club reserves the right to decline renewal of any Member’s membership without cause, provided that written notice is given at least thirty (30) days prior to the end of the current term.

3.4. Upon renewal, the Membership Fee for the Renewal Term shall be the then-current fee as published by the Club.

4. FEES AND PAYMENT

4.1. No Registration Fee. There is no separate registration or admission fee to join the Club.

4.2. Membership Fee. The Member shall pay an annual Membership Fee based on the membership tier selected:

4.2.1. Resident Membership: $2,000 (two thousand U.S. dollars) per year.

4.2.2. Alliance Resident Membership: $5,000 (five thousand U.S. dollars) per year, which includes enhanced access, priority participation in Events, and additional networking benefits as determined by the Club.

4.2.3. Partner Referral Discount: If a prospective Member is referred by an existing Club Partner, the Membership Fee for the Resident tier shall be reduced by 30% (thirty percent) for the first year.

4.3. Payment Methods. All fees shall be paid in U.S. dollars via wire transfer, ACH, credit card, or such other methods as the Club may designate.

4.4. Payment Terms. The Membership Fee is due within seven (7) calendar days of the invoice date.

4.5. Late Payment. If any payment is not received within ten (10) business days of the due date, the Club may suspend the Member’s access to Club services and Events until payment is received in full.

4.6. Installment Plans. The Club may, at its sole discretion, offer installment payment plans. Installment plans may be subject to an additional surcharge as specified in the applicable invoice.

4.7. Refund Policy. The Membership Fee may be refunded on a pro-rata basis only in the event of termination by the Club without cause pursuant to Section 9.2. No refund shall be provided for voluntary termination by the Member after thirty (30) days from the Effective Date.

5. SERVICES AND EVENTS

5.1. The Club shall provide the following services during the term of this Agreement:

• (a) Access to the Club Platform, including mobile application, website, and communication channels;

• (b) Participation in Club Events, including but not limited to: monthly forum meetings, business seminars, masterclasses, networking events, and special Club-within-Club programs;

• (c) Access to the Club’s knowledge base, including recordings of past events, materials, and resources;

• (d) Integration into the Club’s business community and networking opportunities.

5.2. The Club shall publish the schedule of Events on the Club Platform at least seven (7) calendar days prior to each Event.

5.3. The Club reserves the right to modify the schedule, format, location, or content of Events at its sole discretion.

5.4. The Club may offer additional services or events for separate fees (“Additional Services”). Members will be informed of such services and their costs in advance.

5.5. The Club may engage subcontractors, speakers, consultants, or other third parties to deliver services without the prior written consent of the Member.

6. MEMBER OBLIGATIONS

6.1. The Member shall:

• (a) Pay all fees in a timely manner as set forth in Section 4;

• (b) Comply with all Club rules, policies, and codes of conduct as communicated by the Club;

• (c) Treat all other Members, Club staff, speakers, and guests with respect and professionalism;

• (d) Not engage in aggressive marketing, solicitation, or sales pitches to other Members without prior approval from the Club administration;

• (e) Not engage in any political, religious, or discriminatory propaganda within the Club;

• (f) Maintain the confidentiality of all Club Confidential Information as set forth in Section 10;

• (g) Notify the Club of any changes in contact information or business status within ten (10) business days;

• (h) Not transfer, assign, or share membership rights with any third party.

6.2. The Member acknowledges that failure to comply with these obligations may result in suspension or termination of membership.

7. CLUB OBLIGATIONS

7.1. The Club shall:

• (a) Organize and deliver Events and services as described in Section 5;

• (b) Provide access to the Club Platform and communication channels;

• (c) Maintain reasonable security and confidentiality of Member information;

• (d) Notify Members of any material changes to Club services, fees, or policies at least fourteen (14) calendar days in advance;

• (e) Provide reasonable support and consultation to Members regarding Club activities.

8. ATTENDANCE AND PARTICIPATION

8.1. Members are expected to attend Events they have registered for. If a Member cannot attend a registered Event, they must cancel their registration at least twenty-four (24) hours before the Event.

8.2. If a Member fails to attend a registered Event without cancellation (“No-Show”), the Event shall be deemed consumed and no credit or refund shall be provided.

8.3. The Club may establish minimum attendance requirements for certain programs (e.g., forum groups). Failure to meet minimum attendance may result in removal from the program.

9. TERMINATION

9.1. Termination by Member. The Member may terminate this Agreement at any time by providing written notice to the Club. Upon termination by the Member:

• (a) The Registration Fee is non-refundable;

• (b) The Membership Fee shall be refunded on a pro-rata basis for the remaining unused portion of the term, less any outstanding amounts owed to the Club and any applicable processing fees.

9.2. Termination by Club Without Cause. The Club may terminate this Agreement without cause by providing thirty (30) days’ written notice to the Member. Upon such termination: - (a) The Membership Fee shall be refunded on a pro-rata basis for the remaining unused portion of the term.

9.3. Termination by Club for Cause. The Club may terminate this Agreement immediately upon written notice if the Member:

• (a) Breaches any material provision of this Agreement;

• (b) Violates the Club’s rules, policies, or code of conduct;

• (c) Fails to pay any fees within the time specified;

• (d) Engages in conduct that is harmful to the Club’s reputation, other Members, or the Club’s mission;

• (e) Provides false or misleading information during the Admission process;

• (f) Shares Club Confidential Information in violation of Section 10.

9.4. Upon termination for cause by the Club, no refund of any fees shall be provided.

9.5. Effect of Termination. Upon termination of this Agreement:

• (a) The Member’s access to the Club Platform, Events, and communication channels shall be revoked;

• (b) The Member’s obligations under Section 10 (Confidentiality and NDA) and Section 11 (Intellectual Property) shall survive termination;

• (c) The Member shall immediately cease using any Club trademarks, logos, or identifiers.

10. CONFIDENTIALITY AND NON-DISCLOSURE (NDA)

10.1. Definition. “Confidential Information” means all non-public information disclosed by or on behalf of the Club, any Member, or any speaker or guest at Club Events, whether disclosed orally, in writing, electronically, or by any other means, including but not limited to:

• (a) Business strategies, plans, financial information, and projections of any Member;

• (b) Trade secrets, proprietary information, and intellectual property;

• (c) Personal information, contacts, and business relationships of Members;

• (d) Discussions, presentations, and materials shared during Club Events;

• (e) The identity and membership status of Club Members;

• (f) Any information designated as confidential by the disclosing party.

10.2. Obligations. The Member agrees to:

• (a) Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the disclosing party;

• (b) Use Confidential Information solely for the purpose of participating in Club activities;

• (c) Take reasonable measures to protect the confidentiality of Confidential Information, using at least the same degree of care used to protect their own confidential information;

• (d) Not copy, reproduce, or distribute any Confidential Information without prior written consent;

• (e) Immediately notify the Club of any unauthorized disclosure or use of Confidential Information.

10.3. Exceptions. The obligations in Section 10.2 shall not apply to information that:

• (a) Is or becomes publicly available through no fault of the Member;

• (b) Was already known to the Member prior to disclosure by the Club or another Member;

• (c) Is independently developed by the Member without use of Confidential Information;

• (d) Is required to be disclosed by law, regulation, or court order, provided that the Member gives reasonable prior notice to the disclosing party.

10.4. Duration. The Member’s obligations under this Section 10 shall survive termination of this Agreement and shall continue for a period of three (3) years following termination.

10.5. Remedies. The Member acknowledges that any breach of this Section 10 may cause irreparable harm to the Club and/or other Members, and that the Club shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

10.6. Penalty. In addition to any other remedies, the Member agrees to pay a fixed penalty equal to one annual Membership Fee for each proven breach of this Section 10, without the need for the Club to prove actual damages.

11. INTELLECTUAL PROPERTY

11.1. All materials, content, recordings, photographs, and other works created by or on behalf of the Club in connection with Events and services are the exclusive property of the Club.

11.2. The Member shall not record, photograph, or capture any content at Club Events without the prior written consent of the Club.

11.3. The Member shall not use the Club’s name, logo, trademarks, or other identifiers for commercial purposes without the prior written consent of the Club.

11.4. Members may identify themselves as a “Member of WakeUp Business Club” in their personal bios, social media profiles, and business cards, provided such identification is accurate and the Member is in good standing.

12. LIMITATION OF LIABILITY

12.1. The Club shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, regardless of the form of action.

12.2. The Club’s total aggregate liability under this Agreement shall not exceed the total amount of fees paid by the Member in the twelve (12) months preceding the event giving rise to the claim.

12.3. The Club shall not be liable for any loss or damage resulting from the Member’s failure to attend Events or utilize Club services.

13. DISPUTE RESOLUTION

13.1. The Parties shall first attempt to resolve any dispute arising out of or related to this Agreement through good-faith negotiation.

13.2. If the dispute cannot be resolved through negotiation within thirty (30) days, either Party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules.

13.3. The arbitration shall take place in New York, New York. The arbitration shall be conducted by a single arbitrator.

13.4. The arbitrator’s decision shall be final and binding on both Parties, and judgment on the award may be entered in any court of competent jurisdiction.

13.5. Each Party shall bear its own costs and expenses of arbitration, except that the costs of the arbitrator and AAA fees shall be shared equally.

14. GOVERNING LAW

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

15. MISCELLANEOUS

15.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications.

15.2. Amendments. The Club may amend this Agreement by providing thirty (30) days’ written notice to the Member. If the Member does not agree with the amendments, the Member may terminate this Agreement in accordance with Section 9.1.

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

15.4. Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s right to enforce such provision in the future.

15.5. Assignment. The Member may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Club.

15.6. Notices. All notices under this Agreement shall be in writing and delivered by email to the addresses specified below, or to such other addresses as either Party may designate in writing.

15.7. Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, or other force majeure events.

16. SIGNATURES

The Agreement is signed separately, upon admission to the Club. The version published here is for reference.