1.Introduction
1.1 The following terms and conditions, together with the application form (the “Application”) to whichthese Membership Terms and Conditions are attached (collectively, this “Agreement”) govern theagreement between the applicant (the “Member”) and ALLINNERS LLC, a limited liabilitycompany, incorporated in Sharjah Media City (Shams) with license number 1803755.01, of Office10, Level 1, Sharjah Media City, Sharjah, United Arab Emirates (“Allinners”), for membership bythe Member in the Lega Delle Fenici (the “Program”). This Agreement is made as of the date ofacceptance of the Member’s application for the Program by Allinners, as set out in the Applicationand will last one year starting on May 1st 2022 (the “Effective Date”).
1.2 The Program is a prestigious program for the purposes of empowering the Applicant’s sales,marketing and entrepreneurial skills to allow the Client to market their products, manage remoteteams and close a sale, that allows its members to closing of a sale, including but not limited to themindset reprogramming and sessions on different dynamics related to human behavioral science forthe Applicant to understand their potential buyer, communicate more efficiently and resultantlyincrease their effectiveness on closing a deal and sale.
1.3 Once the Application is received by Allinners, Allinners may, within thirty (30) days of the date ofreceipt of the completed Application, conduct a vetting process which may require the Member tosubmit documents and undergo an evaluation of their skills. Membership in the Program shall onlybe granted to applicants who meet the qualification requirements.
1. 4 Please read these Membership Terms and Conditions (“Terms”) carefully as they govern ourrelationship with you. The undersigned further agrees that it has been afforded the opportunity toobtain independent legal and other advice with respect to this Agreement and that it has either takensuch independent legal and other advice or dispensed with the necessity of doing so.
2. Membership
2.1 The Member acknowledges that Allinners may, at any time, and from time to time, add, remove,amend, or replace any of the benefits made available to the Member as part of the Program, and theMember agrees that such addition, removal, amendment, or replacement shall not frustrate thisAgreement.
2.2 The Member acknowledges and agrees that membership in the Program and the associatedbenefits (the “Membership Benefits”) are non-transferable.
2.3 Membership Benefits may include the following:
3. Payment
3.1 The Member agrees to pay to Allinners a membership fee (the “Membership Fee”) either in one lump-sum payment or by instalment payments, as the case may be, by way of wire transfer in accordance with the wire transfer details attached hereto under Schedule 2, as follows:
(a)by lump-sum payment, the amount of €25,000, if enrolled as a [Option 1] member, Or€35,000, if enrolled as a [option 2] member (the “Lump-Sum Payment”), payable withinfour (4) days of delivery of the Application to Allinners; Or
(a)by instalment payments, the aggregate amount Of €30,000, if enrolled as a [Option 1]member, or €42,000, if enrolled as a [Option 2] member, as follows:
(i) €7,500, if enrolled as a [Option 1] member, or €10,500, if enrolled as a [Option 2]member, payable within four (4) days of delivery of the Application to Allinners (the“Deposit”); a
(ii)€2,500, if enrolled as a [Option 1] member, or €3,500, if enrolled as a [Option 2]member, per month during the period commencing on the first day of the fourthmonth after the Effective Date and until the termination of this Agreement (the“Monthly Dues”), which Monthly Dues shall be due and payable on the samecalendar day as the Effective Day in each applicable month and shall include allapplicable sales and value added taxes.
(c) by lump-sum payment, the amount of €15,000, if the member qualifies as “FOUNDERMEMBER” payable within (4) days of delivery of the application to Allinners.
The membership will start on May 1st 2022 and will last one year. On May 1st 2023 the member may renew the membership keeping the same rate.
3.2 EXCEPT AS SET OUT IN THIS CLAUSE, THE MEMBER ACKNOWLEDGES AND AGREES THAT ALL PAYMENTS OF THE MEMBERSHIP FEE ARE NON- REFUNDABLE AND NON-TRANSFERABLE.
3.3 The Member further acknowledges and agrees that it is the sole responsibility of the Member to ensure that its payment information is correct and current and to notify Allinners in writing of any errors, deficiencies or changes that require the Member’s payment information to be updated, and that the failure of the Member to do so within an appropriate timeframe may, at the sole discretion of Allinners, result in a suspension or loss by the Member of its Membership Benefits.
3.4 The Application is subject to acceptance by Allinners, in its sole discretion. If the Application is rejected, the amount of the lump-sum payment or the deposit, as the case may be, paid by the Member to Allinners shall be returned by Allinners to the Member, without interest.
3.5 The Member shall be responsible for all costs, expenses and indebtedness incurred by the Member in connection with the entry into this Agreement and the participation in the Program, including travel and accommodation costs incurred by the Member to attend Program events.
Confidentiality
4.1 During the Term, the Member may have had or shall have access to information and materials (in whatever form and howsoever communicated) that are confidential or proprietary to Allinners or its subsidiaries and affiliates (collectively with Allinners, the “Allinners Group”) or other members (the “Other Members”) of the program (together, the “Confidential Information”). Confidential Information includes the provisions of this Agreement and the information relating to the Allinners Group’s or the Other Members’ product designs and specifications, data, development plans, costs, profits and pricing policies, sales records, business and marketing development plans, educational and program materials, contact information of the Other Members, customer lists, customer requirements, prospects lists and sales lead data, organizational structure, operations, business plans and affairs, technical projects, business costs, financial status, proprietary information, inventions, trade secrets, names of joint venture partners, personal information regarding directors, officers, employees or consultants, or other work produced or developed by or for the Allinners Group or the Other Members. However, Confidential Information excludes information and materials which the Member can demonstrate by written record: (i) were known by the Member prior to Allinners’ or the Other Members’ disclosure to the Member; (ii) property came into the Member’s possession from a third party who was not under any obligation to the Allinners Group or the Other Members to maintain the confidentiality; (iii) had become generally available to the public through no fault of the Member; or (iv) was developed by the Member without the use of the Confidential Information.
4.2 All Confidential Information received from Allinners or the Other Members by the Member during the Term shall be returned by the Member to Allinners or destroyed, upon request by Allinners, upon the termination of this Agreement.
Intellectual Property Rights
5.1 During the Term, Allinners grants to the Member a non-exclusive, non- assignable and non-transferable limited license to use the name and logo of the Program (the “Limited Use IP”) for the limited purpose of conveying notice of the Member’s membership in the Program on the Member’s social media platforms and websites; provided that the Member acknowledges and agrees that the Limited Use IP may not be otherwise used, copied, reproduced or altered in any manner. Nothing in this Agreement or in the Member’s use of the Limited Use IP, shall give the Member any rights whatsoever in the Limited Use IP, or in any other intellectual property of any member of the Allinners Group, beyond the rights granted in this Agreement.
5.2 Subject to clause 5.2, the Member acknowledges and agrees that the participation by the Member in the Program does not provide the Member with any interest or title in, or right to use, either during the Term or upon the termination of this Agreement, any Intellectual Property Rights owned by or licensed to a member of the Allinners Group.
Non-Disparagement
Both the Parties agree and undertake that during the Term and after the termination or expiry of thisAgreement for any reason whatsoever, both Parties will not, directly or indirectly, and, if applicable,it shall use reasonable efforts to ensure that its directors, officers, employees, contractors,consultants, shareholders, subsidiaries, affiliates, agents, advisors, successor and assigns do not:
4.1 say, publish, or otherwise transmit any statements, whether oral or written to any other party whomsoever that may be intended to or that may have the effect of defaming the other Party and its present, former and future representatives, successors and assigns, or be of defamatory nature, or that may disparage, call into disrepute, libel, slander or cause injurious falsehood to the other Party and its present, former and future representatives, successors and assigns; or
4.2 engage in any conduct or pattern of conduct that involves the making or publishing of written or oral statements or remarks, including, without limitation, the repetition or distribution of rumors, allegations, reports or comments, which are disparaging, deleterious or damaging to the integrity, reputation, business or goodwill of the other Party and its present, former and future Representatives, or any of the present, former and future products and services offered thereby.
LIABILITY AND INDEMNITY
7.1 The Member hereby agrees to indemnify and hold harmless Allinners and all its directors, officers, employees, contractors, consultants, shareholders, subsidiaries, affiliates, agents, advisors or representatives (together with Allinners and its successors and assigns, each an “Indemnified Party“) from and against any and all losses, claims, damages, liabilities, actions, demands and expense (including any and all legal fees and other expenses incurred in investigating or defending against any claim, action, lawsuit, demand, administrative proceeding or investigation, whether commenced or threatened) (collectively, the “Losses“) to which an Indemnified Party may become subject in connection with the provision of the Agreement, including Losses for breaches by the Member of any representation, warranty, covenant or obligation of the Member contained in this Agreement and Losses for loss of life, personal injury and damage to property; provided that the indemnity in this Section 7.1 shall not be available to any Indemnified Party in respect of Losses arising out of the fraud, willful misconduct or gross negligence of the Indemnified Party. For the purposes of this Section 7.1 “gross negligence” shall not include any act or omission of the Indemnified Party done or omitted to be done, if such act or omission was done in compliance with the express direction or agreement of the Member or in good faith by the Indemnified Party to protect property.
7.2 Neither Allinners nor any of its representatives makes any guarantees, representations or warranties of any kind or nature, express or implied with respect to the Program, including, without limitation, any express or implied warranty of merchantability, fitness for any particular purpose, or future business success, income, or sales of the Member to be obtained as a result of the Membership. The Member acknowledges and agrees that it was not induced to enter into this Agreement as result of any such claims.
7.3 In no event shall Alliners or any of its representatives be liable to the Member for any indirect or consequential loss, loss of profits, decline in earnings, decline in production, loss of opportunities, loss of goodwill or any other indirect damages or loss related to the provision of the Program, howsoever arising (notwithstanding the provisions of any applicable law or legislation or otherwise and whether or not advised of the possibility of those damages) and whether arising in contract, tort or otherwise. If, despite any other provision of this Agreement, a court of competent jurisdiction in a final and non-appealable judgement determines there is liability of Allinners or its representatives to the Member or any other third party that arises out of or is in any way connected to this Agreement, then Allinners and its representative’s aggregate liability for all damages, losses and causes of action whether in contract, tort (including negligence) or otherwise, either jointly or severally, shall not exceed more than half the amount of the Membership Fee for the Term.
Term and Termination
8.1 The initial term of this Agreement shall be for a period of one year (the “Initial Term”) commencingon the Effective Date, subject to the earlier termination as set out in this clause. At the end of theInitial Term, this Agreement shall be automatically renewed for successive one-month terms (theInitial Term together with any renewals thereof, the “Term”), unless either Allinners or the Memberprovides notice of its intention not to renew the then current Term at least thirty (30) days prior tothe expiry of the then current Term. All notices pursuant to this clause by the Member to Allinnersshall be delivered in writing to support@mgdigitalschool.com. FOR GREATER CERTAINTY ANDSUBJECT TO THIS CLAUSE, THIS AGREEMENT, AND THE OBLIGATION TO PAY THEMEMBERSHIP FEE IS NON-CANCELLABLE BY THE MEMBER UNTIL THE COMPLETION OFTHE INITIAL TERM.
8.2 Allinners may terminate this Agreement, at its sole discretion, without notice and without liability byAllinners to the Member, on any of the following grounds:
(a) any breach of this Agreement by the Member;
(b) if the Member fails to pay any of the Membership Fees when due and such failure continuesfor thirty (30) days after the due date of such payment;
(c) if the Member ceases to be a member in good standing of any program offered by Allinners;
(d) material violation by the Member of applicable laws, provided that where such violation is ofsuch a nature that it can be cured, such violation shall not constitute cause if it is curedwithin ten (10) days of the Member becoming aware of its occurrence; and
(e) any conduct of the Member which, in the opinion of Allinners, is detrimental or embarrassingto Allinners.
8.3 This Agreement shall terminate upon the death Of the Member.
9. Miscellaneous Provisions
9.1 Entire Agreement
This Agreement constitutes the entire understanding of the Parties and supersedes, cancels andreplaces all prior agreements between the Parties.
9.2 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed anddelivered shall be an original, but all the counterparts together shall constitute one and the sameinstrument.
9.3 Confidentiality
(a) Each Party undertakes that it shall not at any time disclose to any person any ConfidentialInformation except as permitted under the Agreement. For the purposes of this clause,“Confidential Information” means information in whatever form (including, withoutlimitation, in written, oral, visual or electronic form or on any magnetic or optical disk ormemory and wherever located) relating to the business, clients, customers, products, affairsand finances of a Party and its group companies for the time being confidential to that Partyand its group companies and trade secrets including, without limitation, technical data andknow-how relating to the business of that Party and its group companies or any of itssuppliers, clients, customers, agents, distributors, shareholders or management whether ornot such information (if in anything other than oral form) is marked confidential;
(b) Each Party may disclose the other Party’s Confidential Information:
(i) to its employees, officers, representatives or advisers who need to know suchinformation for the purposes of carrying out the Party’s obligations under thisagreement. Each Party shall ensure that its employees, officers, representatives oradvisers to whom it discloses the other Party’s Confidential Information comply withthe confidentiality obligations as set out in this clause;
(ii) as may be required by law, a court of competent jurisdiction or any governmental orregulatory authority; or
(iii) to any third party with the written consent of the Party to whom the informationrelates to
(c) Neither Party shall use the other Party’s Confidential Information for any purpose other thanto perform its obligations under this Agreement.
(d) The provisions of this shall survive for a period of two (2) years from the expiry or earliertermination of this Agreement.
9.4 Non-Competition
Italian speaking Members specifically agree that during their Membership under this Agreement and for a period of two (2) years after termination of their Membership, they shall not engage, directly or indirectly, either as proprietor, stockholder, partner, officer, clients of Allinners, employee, other members or otherwise, in the same or similar products as part of Membership Benefits under the Agreement in any business which engages to provides services similar to the Membership Benefits.
Is prohibited to pitch any product or services to the members of the program directly or indirectly.
9.5 Amendments
No modification, amendments or other variation to this Agreement shall be binding on any Party unless agreed in writing by both Parties.
9.6 Severability
The illegality or invalidity of any part of this Agreement shall not prejudice the enforceability of any other part, which shall be severable there from.
9.7 Waiver
(a) The failure on the part of either Party to exercise or enforce any right conferred upon it by thisAgreement shall not be deemed to be a waiver of any such right or operate so as to bar theexercise or enforcement thereof at any time or times thereafter.
(b) A waiver of any right under this Agreement is only effective if it is in writing and shall applyonly to the circumstances for which it is given.
(c) Unless specifically provided to the contrary, rights arising under this Agreement are cumulativeand do not exclude rights provided by law.
9.8 Rights of Third Parties
Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under Article 252 of Federal Law No. 5 of 1985 regarding civil transactions (as amended from time to time) to enforce or to enjoy the benefit of any term of this Agreement.
9.9 Further Assurance
Each Party agrees, at its own cost, to execute and deliver to the other such additional documents and take such additional actions as may be reasonably necessary in order to implement and give full legal effect to this Agreement.
9.10 Independent Contractors
Nothing set out in or done in accordance with the terms of this Agreement shall be interpreted as creating joint and/or several liability, a partnership, a principal and agent relationship or an employer and employee relationship between the Parties or make this Agreement a joint venture
9.10 Survival of Obligations
Provisions of this Agreement that, by their term, require performance after the termination or expiration of this Agreement shall survive. More specifically, clause 9.3 i.e. confidentiality shall survive two (2) years from the date of expiry of membership/termination, as the case may be.
9.10 Extra bonus: consulting service
Allinners will provide to the member one (1) strategic consulting session with Fabio Gallerani of the duration of sixty (60) minutes via zoom platform according to Allinners’ availability as an extra bonus for the member. The member can redeem this bonus by May 31st 2022. The consulting session must be scheduled at least 5 days in advance and cannot be rescheduled unless agreed between Allinners and the member. This consulting session will be unlocked as soon the funds of the full membership are received by Allinners.
advance and cannot be rescheduled unless agreed between Allinners and the member
(e) APPLICABLE LAW AND JURISDICTION
10.1 The existence of a dispute of any form does not in any way excuse a Party from performance of this Agreement, including, but not limited to, the payment of any undisputed sums or the undisputed portion of any sum due and payable under this Agreement.
10.2 This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Sharjah and the applicable federal laws of the United Arab Emirates.
10.3 The Parties agree to submit to the exclusive jurisdiction of the Sharjah Courts in case of any dispute or difference arising out of or in connection with the formation, performance, interpretation, nullification, termination or invalidation of this Agreement
