Welcome to Dog Club ("DC "), a private and exclusive membership affiliation program of Noble Manes Clinic & Laboratory, a wholly owned subsidiary of The NM Group, LLC ("NMG ") of 5716 Vahan Ct, Lancaster, California 93536. In exchange for membership in and access to; the discounts and services of DC: I
MEMBER ") who's position is
TITLE ") for, and on behalf of
ORGANIZATION ")
Located at
AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:
(please confirm by initialing each provision)
1.
MEMBERSHIP: I acknowledge that membership in DC is a privilege and not a right and is extended by invitation to those Organizations who uphold the highest standards in character and corporate ethics. Members may nominate entities for inclusion with whom they have a close personal working relationship, such as their affiliates or sister chapters; with the understanding that any violation of the terms herein or unauthorized action or disclosure by the recommended member will result in the revocation of both parties from DC.
2.
ASSUMPTION OF THE RISK AND RELEASE: I recognize that there are certain inherent risks associated with working with animals in general, and I assume full responsibility for personal injury to myself and my employees, and further release and discharge NMG for injury, loss or damage arising out of my or my organizations’ use of any product or service provided by NMG.
3.
INDEMNIFICATION: I agree to indemnify and defend NMG against all claims, causes of action, damages, judgements, costs or expenses, including attorney fees and other litigation cost, which may in any way arise from my or my employees use of, or presence upon the facilities of NMG.
4.
FEES/COSTS/PRICING: I acknowledge that membership in DC does not have an annual or member fee. I further acknowledge that as DC provides me, as a member, special pricing that I am ineligible to use discount coupons published or otherwise made available to the general public.
5.
PROPRIETARY INFORMATION: "Proprietary Information" shall mean membership affiliation, confidential information, data, or any other proprietary information of NMG. "Proprietary Information" includes but is not limited to: (a) the existence of DC, ways to access DC, affiliation benefits of DC, exclusive product lines of DC, discounts or special pricing included within DC (hereinafter collectively referred to as "Benefits"); (b) information regarding names of individuals, kennels, or organizations that are members of DC, your membership and affiliation with DC (hereinafter collectively referred to as "Membership"); (c) information regarding plans for research, development, new products, vendor contacts, acquisitions, marketing and selling, business plans, budgets and unpublished financial statements, prices and costs, suppliers and customers; (d) information relating to personnel, investors and capital structure; and (e) information relating to clients, their animals, or their veterinary/medical records.
a.
I agree to keep NMG’s Proprietary Information in strict confidence. I will not disclose, discuss with any third-party, use, lecture upon, or publish any of NMG’s Proprietary Information, without written authorization from NMG. I agree to abide by these restrictions with respect to any Proprietary Information of any third party to the extent I receive such information in the course of my involvement with NMG.
b.
I acknowledge that under the terms of this agreement I will be subject to a fine in the amount of ten thousand ($10,000.00) for each unauthorized disclosure I make; weather in writing or by oral communication; to any third party. I further acknowledge that this fine is compounding in nature for each item I disclose to a specific individual, and compounded again by the number of third party individuals I have disclosed too.
6.
APPLICABLE LAW: Any legal or equitable claim that may arise from participation in the above shall be resolved under laws of the County of Los Angeles, State of California.
7.
NO DURESS: I agree and acknowledge that I am under no pressure or duress to sign this Agreement and that I have been given a reasonable opportunity to review it before signing. I further agree and acknowledge that I am free to have my own legal counsel review this Agreement if I so desire.
8.
ARM'S LENGTH AGREEMENT: This Agreement and each of its terms are the product of an arm's length negotiation between the Parties. In the event any ambiguity is found to extend in the interpretation of the Agreement, or any of its provisions, the Parties, and each of them, explicitly reject the application of any legal or equitable rule of interpretation which would lead to a construction either "for" or "against" a particular party based upon their status as the drafter of a specific term, language, or provision giving rise to such ambiguity. Accordingly, the Parties specifically reject the application of Cal. Civ Code §1654 to this Agreement, as well as any other statute or common law principles of similar effect.
9.
ENFORCEABILITY: The invalidity or unenforceability of any provision of this Agreement, whether standing alone or as applied to a particular occurrence or circumstance, shall not affect the validity or enforceability of any other provision of this Agreement or of any other applications of such provision, as the case may be, and such invalid or unenforceable provision shall be deemed not to be a part of this Agreement.
10.
DISPUTE RESOLUTION: The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
a.
The parties agree that any and all disputes, claims or controversies arising out of or relating to this Membership Agreement & NDA that are not resolved by their mutual agreement and/or mediation shall be submitted to final and binding arbitration before the Judicial Arbitration and Mediation Services ("JAMS"), or its successor, pursuant to Title 9, Arbitration Sections 1280 through 1295 of the California Code of Civil Procedure.
11.
REVOCATION: Your affiliation with and membership in DC; is governed by the Term & Conditions and Non-Disclosure Provisions outlined in this Membership Agreement and my be irreversibly revoked by NMG's Director of Operations, Daniel Fradkin in his sole and final decision. If membership is revoked, your access to any product or service provided by NMG or either of its subsidiaries (Noble Manes Cattery & Rescue or Noble Manes Clinic & Laboratory) shall be suspended; and you will be ineligible to purchase any product or service, even at public retail pricing.
This Membership Agreement & NDA is executed electronically in conformance with U.S. E-SIGN Act {Pub.L. 106–229}, UETA, GDPR and other laws in Europe.
Any questions or concerns arising out of this Membership Agreement & NDA should be address to the law firm of Cannon & Associates; Tristan Cannon, esq. at (661) 254-6792 or by email to
[email protected] .
I HAVE READ THIS DOCUMENT AND UNDERSTAND IT. I FURTHER UNDERSTAND THAT BY SIGNING THIS RELEASE, I VOLUNTARILY SURRENDER CERTAIN LEGAL RIGHTS.
