The Talent Broker Network Membership Terms of Service

Last Updated: August 4, 2025

These The Talent Broker Network Membership Terms of Service (these “Terms“), including any terms referenced herein, sets forth the terms and conditions pursuant to which you may use the Services and the Portal (each, as defined below) provided by The Offor Walker Group, LLC dba Offor (“Offor”).

You must agree to these Terms before you can use the Portal and any Services, and your use of the Portal or any Services will be deemed your consent to these Terms.

You acknowledge and agree that you have read, understood and agreed to these Terms, INCLUDING THE BINDING ARBITRATION PROVISION SET FORTH IN SECTION 16(d) and any terms referenced herein. If you does not agree to any of these Terms, INCLUDING THE BINDING ARBITRATION PROVISION SET FORTH IN SECTION 16(d) and any terms referenced herein, you may not use the Portal or any Services.

THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION REQUIRING ANY AND ALL DISPUTES RELATING TO THESE TERMS OR THE SERVICES TO BE RESOLVED BY MANDATORY BINDING ARBITRATION ON AN INDIVIDUAL BASIS (IF NOT RESOLVED THROUGH INFORMAL DISPUTE RESOLUTION), AND YOU ARE AGREEING TO WAIVE ANY RIGHT TO PARTICIPATE IN A JURY TRIAL, CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If you received an invitation to set up a profile in the Portal or otherwise access or receive any Services on behalf of a company or other organization, you are accepting these Terms, including any Offor terms referenced herein, on behalf of yourself and the company or other organization for which Offor authorized your access to the Services, and any reference to “you” in these Terms shall be deemed a reference to yourself and such company or other organization.

Updates to these Terms. Offor may update or revise these Terms at any time in its sole discretion, without any notice to or consent by you, by updating them online. You should review these Terms regularly. The most current version of these Terms may be found at [URL for ToS] or such successor website provided by Offor. All updates and revisions are effective immediately when Offor posts them. You understand and agree that your continued use of the Portal or the Services after these Terms have been updated constitutes your acceptance of the Terms as revised.
Privacy Notice. By using the Services, you consent and agree to the collection and use of certain personal information about you (and if you are a company or organization, your affiliates, and your and their personnel) and your use of the Service in accordance with Offor’s Privacy Notice (“Privacy Notice”), available at https://www.offor.co/privacy or such successor website provided by Offor, which is hereby incorporated into and made a part of these Terms.
Services.

Definition. “Services” means tier-based membership in The Talent Broker Network and its related benefits for each applicable tier and any service provided by Offor as described on the Portal.
Membership Restriction. You may not use the Portal or any Services if you are below the age of 18, unable to form a binding contract with Offor, barred from receiving Services by applicable law of the United States or other applicable jurisdiction, or located outside of the United States.
Membership Benefits.

Membership benefits are as described on the Portal and may vary for different tiers of membership. Offor may modify its membership benefits at any time, in Offor’s sole discretion.
Membership benefits may include inclusion of Your Content in a member directory, as further described in the Portal. Within the Portal, you will select the category of persons who Your Content in the member directory will be shared with, and you hereby consent for Offor to share Your Content in the member directory with all such persons as selected by you.
Membership benefits may include the opportunity to participate in certain calls or virtual or live events, as further described in the Portal. Offor may, and you hereby consent for Offor to, record, live stream, or otherwise capture such calls, virtual or live events in a Recording and to share such Recording with any persons at Offor’s sole discretion. You acknowledge you may not receive access to such Recordings.

All recordings, live streaming and other audio or video tapings, screen captures or photographs, reproductions and transmittals by you of any calls, virtual or live events, or portion thereof, hosted or provided by Offor are prohibited without Offor’s prior written consent.

Portal. “Portal” means the online portal where you purchase membership to The Talent Broker Network and access membership benefits and certain other services provided by Offor. The Portal is made available and operated by Outseta, or another third-party provider of Offor, and will be further subject to such Portal provider’s terms and conditions (including such Portal provider’s privacy policy). Offor has no responsibility for the Portal provider’s terms or policies or the operation of the Portal, including its availability, features and functionality, or the acts or omissions of the Portal provider, and disclaims all liability relating to any of the foregoing. The Portal, including its features and functionality, is the property of such third-party provider and may be protected by applicable laws in relevant jurisdiction relating to copyright, trademark, patent, trade secret and other intellectual property rights. You are responsible for complying with all such laws. You acknowledge that the Services and the Portal may use or contain cookies or artificial intelligence technology or similar tools capable of automatically producing various types of content. Additional information relating to cookies or artificial intelligence technology may be found in the Privacy Notice or Ouseta’s or the applicable Portal provider’s (or its or their licensor’s) online terms or privacy policy.
Updates to the Services. Offor may add or modify a Service, or features thereof, at any time without prior notice to you. Offor may also limit, suspend, or discontinue a Service, or features thereof, in Offor’s sole discretion.
Your Personnel. If you are a company or organization, you are liable for your personnel’s (and your affiliates and their personnel’s) compliance with these Terms, and any violation of these Terms or misuse of the Services by your personnel shall be deemed a violation or misuse by you.
Contacting You. Subject to the Privacy Notice, Offor may, and you consent for Offor to, contact you about any of Offor’s executive searches and available positions.

Your Account.

No Sharing. You shall be solely responsible for maintaining the confidentiality and security of your log-in credentials. Log-in credentials and membership may not be shared with any other person and cannot be transferred. Offor may change your log-in credentials at any time and will notify you.
Misuse. You will be responsible for all activity that occurs under your log-in credentials. Any violation of these Terms or misuse of the Services through your account shall be deemed a violation or misuse by you. You must immediately notify Offor if you suspect or become aware of any unauthorized use of your (or your personnel’s) log-in credentials or if you are a company or organization, become aware that any personnel with log-in credentials or a profile in the Portal ceases to be employed or engaged by you.

Fees & Payment.

Fees. You agree to pay Offor the applicable fees for each Service pursuant to the prices and other payment terms provided to you in the Portal in connection with such Service.
Non-Refundable. Except as provided herein, all fees are non-refundable.
Billing. Fees for membership in The Talent Broker Network will be billed annually in advance. Some Services may be billed on a subscription basis. Payment will be charged to your selected payment method at confirmation of purchase. Any subscriptions will automatically renew at the end of each billing cycle unless you terminate such Service through the Portal.
Payment Processor. Offor, through its third-party payment processor, will maintain on file your payment information, such as non-sensitive credit card partial numbers and expiration date. Offor does not access such information, except through provided programmatic methods by its third-party payment processor. You are responsible for keeping your payment details. By providing your payment details, you accept and consent to being charged fees in your selected payment method, and no additional notice or consent is required. When your details change or are due to expire, we may obtain or receive from your payment processor updated payment details, including your card number, expiration date, and CVV (or similar), which enables Offor to continue to provide you access to the Services. You authorize Offor through its third-party payment providers to continue to charge your selected payment method using the updated information.

Acceptable Use. You may only use the Services as permitted in accordance with these Terms. You agree to immediately report any breaches of this Section to Offor. You agree that you will not, and will ensure that your personnel do not, and will not encourage or assist any other person to:

Sell, resell, offer for sale, rent, lease, license, or trade any Offor Content, Recordings, or Services for any purpose or distribute any part of them over any other medium;
Alter, obscure, or remove any copyright, trademark, or any other notices that may be affixed to or contained within any Offor Content, Recordings, Services, or the Portal or that are otherwise provided to you;
Violate any applicable law, rule, or regulation, or any jurisdiction;
Use any Services (including Offor Content) to develop a competing product or service;
Transmit, post, upload, knowingly receive, download, or use any materials which do not comply with these Terms;
Transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar unsolicited messages;
Impersonate or attempt to impersonate any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with such person or entity);
Share your log-in credentials or otherwise allow or enable any other person to access or use any Service using your log-in credentials;
Offer, use, or permit the use of or access to the Services (including Offor Content) to provide services to a third party or make available, commercialize, sell, or offer for sale any products or services derived from or incorporating the Services (including Offor Content), or any part thereof;
Scrape or use any robot, spider or other automatic device, process or means to access the Portal, Services, or any Offor Content or extract information therefrom;
Introduce or transmit any viruses, Trojan horses, worms, malware, logic bombs or other malicious code to Offor, its third-party providers, or any other person or entity;
Attempt to gain unauthorized access to, interfere with, attempt to interfere with, damage or disrupt any parts of the Portal;
Use the Portal or any device, software or routine that in any manner could disable, overburden, damage, or impair the proper working of the Portal or interfere with any other person’s use of the Portal;
Upload, post, submit, store, or transmit any content (including Your Content) that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, invasive of another’s privacy, hateful, or otherwise objectionable;
Solicit, collect, or post the personal information of any other person, or attempt any of the foregoing;
Take any action that is false, misleading, untruthful, or inaccurate;
Use any Services or the Portal in a manner, including uploading, submitting, storing, or transmitting any content (including Your Content) that infringes, misappropriates, or otherwise violates the intellectual property or privacy rights of any person;
Copy, decompile, reverse-engineer, disassemble, attempt to derive the source code, underlying structure, ideas or algorithms of, or modify or create derivative works of, the Portal, Services, or any part thereof, including without limitation using or attempting to use Offor Content or other data received or generated in connection with the Services to create algorithms or models of similar functionality or purpose; or
Otherwise engage in any other conduct that restricts or inhibits any person’s use or enjoyment of the Services or Portal, or which, as determined by Offor, may harm Offor or its licensors or members or expose any of them to liability.

Intellectual Property.

Your Content.

“Your Content” means any information, materials, and content (including your Likeness) that you make available to Offor or other members, including through communications and interactions within the Portal. “Likeness" means name, professional name, pseudonym, nickname and initials (including any variations and derivations thereof); voice; likeness; appearance; quotes; and general biographical or professional information.
You hereby irrevocably grant to Offor (and its subcontractors and third party providers) a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, transferable, fully-sublicensable right, permission, and license to: (a) record and capture your Likeness in any Recording in connection with the Services; (b) use, reproduce, edit, transcribe, dub, subtitle, exploit, modify, adapt, create derivative works from, publicly perform, publicly display or distribute your Likeness in any Recording of a call or virtual or live event as part of the Services, for any purpose; (c) use, copy, display, and distribute Your Content in the member directory in accordance with Section 3(c)(ii); and (d) as permitted by the Privacy Notice, use, copy, modify, publicly perform and display, make publicly available, distribute, create derivative works of and otherwise exploit Your Content (i) as necessary to provide the Services, (ii) to improve the Services or develop new products and services; (iii) for any other purpose, including performing any analysis or benchmarking, provided that Offor will anonymize Your Content and, if applicable, aggregate it with other content for such purposes (such resulting aggregated and/or anonymized information, and any information or analysis derived therefrom, shall be deemed Offor Content). This right in (d) includes the right to use your direct quotes, or paraphrase them, without aggregation, provided that for (d)(ii) and (d)(iii), Offor does not attribute such quote to you.
Offor has the right, but not the obligation, to monitor, screen, verify, modify, and remove any of Your Content from the Portal at any time, with or without notice to you, in Offor’s sole discretion, including if Your Content violates these Terms.
You are solely responsible for any and all of your communications and interactions with other members of The Talent Broker Network, including through the Portal and at any calls or virtual or live events. You acknowledge that Offor has no obligation to monitor, screen, or verify any communication or content provided by other members. Offor shall have no liability to you for any other member’s use or misuse of Your Content or other information provided by you to such member.

Offor Content.

“Offor Content” means the information, content (including any text, articles, newsletters, reports, displays, images, graphics, video and audio, and the design, selection and arrangement thereof), technology and materials developed by Offor or made available to you by Offor in connection with the Services, including through the Portal. Offor may remove Offor Content from the Services or modify Offor Content at any time in its sole discretion.
As between you and Offor, Offor (and/or its licensors) shall retain sole and exclusive ownership of all right, title and interest in and to all of Offor Content, all modifications and derivatives works of the foregoing, and all intellectual property rights in any of the foregoing. For clarity, Offor Content does not include any of Your Content to the extent Your Content is incorporated into any Offor Content. Offor Content may be protected by applicable laws in relevant jurisdiction relating to copyright, trademark, patent, trade secret and other intellectual property rights.
During the term, Offor may provide you access to certain Offor Content or Recordings as part of the Services. Any Offor Content or Recording made available to you is for your personal use only; provided however, subject to your compliance with these Terms, you may share any newsletters provided to you by Offor as part of the Services. Except as expressly provided herein, you may not sell or modify the Offor Content or any Recording or disclose, reproduce, display, publicly perform, distribute, or otherwise use the Offor Content or nay Recording in any way for any non-personal, public, or commercial purpose without the written permission of Offor.
Offor solely and exclusively owns all rights, title and interest in and to any Recordings made by or on behalf of Offor, all modifications and derivatives works of the foregoing, and all intellectual property rights in any of the foregoing. “Recording” means a recording, digitization, or other means of capturing or fixing in a photograph, sound recording, video or other medium created by or on behalf of Offor in connection with the Services, including of its calls and virtual or live events.
Except as provided herein, no rights or licenses are granted to you to any Services, Offor Content, or Recording.
“Offor” and any related logos, and other trademarks, service marks, names, and logos used on the Portal or in connection with the Services are trademarks of Offor or its licensors. You are not granted any right to any trademark, service mark, name, or logo of Offor.

Residuals. Offor is free to use any general knowledge, ideas, insights, methodologies, techniques, skills or know-how Offor acquires from providing the Services for any purpose.
Feedback. If you provide to Offor any comments, suggestions, or other feedback regarding any Service (including Offor Content) or the Portal (“Feedback”), you hereby grant a perpetual, irrevocable, non-exclusive, transferable, fully sublicensable, royalty-free, fully paid up, worldwide license to Offor (and any of its subcontractors and providers) to use such Feedback for any purpose without accounting or obligation.

Confidentiality.

You acknowledges that the Services, Offor Content, Recordings, the terms of these Terms and any other Offor terms referenced herein, and any other proprietary or confidential information provided by Offor or its licensors to you constitute valuable proprietary information of Offor or its licensors. You agree not to use or disclose any of the foregoing proprietary or confidential information of Offor for any purpose not expressly authorized by these Terms. You agree to safeguard Offor’s proprietary or confidential information from unauthorized access, use, modification, or disclosure, using at least the degree of care you use to protect your own similar confidential information, and in no event less than a reasonable degree of care. You agree to immediately report any breaches of this Section to Offor.

Representations & Warranties.

Your Representations & Warranties. You represent and warrant that: (i) you are and will remain in compliance with these Terms; (ii) if you received access to or use of the Services on behalf of a company or organization, you have sufficient authority to agree to these Terms on behalf of and bind that company or organization; (iii) you (and Your Content) will comply with all applicable laws, rules, and regulations; (iv) you own or have all necessary rights, licenses, consents, or permissions to provide, distribute, publish and display Your Content and to grant the rights and licenses herein; (v) you are at least 18 years of age and able to form a binding contract with Offor, (vi) you are not barred from receiving Services by applicable law of the United States or other applicable jurisdiction, and (vii) you are located within the United States.
Warranty Disclaimer. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW: OFFOR PROVIDES ALL SERVICES (INCLUDING OFFOR CONTENT) ON AN AS-IS AND AS-AVAILABLE BASIS, AND ANY USE OF THE SERVICES (INCLUDING OFFOR CONTENT) AND THE PORTAL IS AT YOUR SOLE RISK. OFFOR, ITS AFFILIATES, AND EACH OF ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSORS, PROVIDERS, AND SUCCESSORS AND ASSIGNS EXPRESSLY DISCLAIM ALL WARRANTIES AND GUARANTEES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, OFFOR, ITS AFFILIATES, AND EACH OF ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSORS, PROVIDERS, AND SUCCESSORS AND ASSIGNS MAKE NO WARRANTY OR GUARANTEE THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR OBJECTIVES; (B) YOU WILL GAIN ANY EMPLOYMENT OR RECEIVE ANY JOB OFFER OR RECEIVE ANY PARTICULAR COMPENSATION; (C) YOU WILL OBTAIN ANY SPECIFIC RESULTS FROM THE USE THE SERVICES; (D) YOUR USE OF THE SERVICES OR PORTAL WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (E) ANY OFFOR CONTENT OR OTHER INFORMATION YOU OBTAIN AS A RESULT OF THE SERVICES WILL BE ACCURATE, COMPLETE, TIMELY, ERROR-FREE, USEFUL OR RELIABLE.
No Reliance. THE INFORMATION MADE AVAILABLE ON OR THROUGH THE PORTAL OR IN CONNECTION WITH ANY SERVICES, INCLUDING OFFOR CONTENT, IS MADE AVAILABLE FOR GENERAL INFORMATION PURPOSES ONLY, AND SHOULD NOT BE CONSTRUED AS LEGAL, MEDICAL, PSYCHOLOGICAL, OR FINANCIAL ADVICE. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. OFFOR, ITS AFFILIATES, AND EACH OF ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSORS, PROVIDERS, AND SUCCESSORS AND ASSIGNS DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION BY YOU OR ANY OTHER MEMBER. OFFOR HAS NO OBLIGATION TO TAKE ANY ACTION BASED ON ANY INFORMATION PROVIDED, INCLUDING BUT NOT LIMITED TO, REPORTING ANY CONCERNS TO ANY HUMAN RESOURCES DEPARTMENT, LAW ENFORCEMENT, OR ANY REGULATORY AUTHORITIES, OR FILING ANY COMPLAINT OR OTHER CLAIM, ACTION, OR PROCEEDING ON YOUR BEHALF.

Indemnification.

You shall indemnify, defend and hold harmless OFFOR, its affiliates, and each of its and their officers, employees, agents, subcontractors, licensors, providers, and successors and assigns (“Indemnified Parties”) from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys', court and expert fees, incurred by an Indemnified Party (collectively, “Losses”) arising out of or in connection with: (a) your (or if you are a company or organization, your affiliates’, and each of your or their personnel’s) breach of these Terms, including any Offor terms referenced herein, or any other terms of a third party; (b) any dispute with a current, former or prospective employer, employee or executive team member; (c) information provided by you, including Your Content, including but not limited to your failure to obtain all necessary rights (including, as applicable, determining or obtaining a lawful basis for processing any personal information, and making all required and appropriate disclosures thereto) to provide your information, including Your Content, to Offor; (d) your (or if you are a company or organization, your affiliates’, and each of your or their personnel’s) violation of applicable law or the rights of any other person; (e) any dispute with another member or prospective or former member or any other person or entity; and (f) any of your (or if you are a company or organization, your affiliates’, and each of your or their personnel’s) acts or omissions (including any actions or decisions), negligence, gross negligence or willful misconduct.

Limitation of Liability.

Consequential Damages Disclaimer. OFFOR AND ITS AFFILIATES, AND EACH OF ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSORS, PROVIDERS, OR SUCCESSORS AND ASSIGNS SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, PRODUCTIVITY, GOODWILL, LOSS OF USE, THE USE OR INABILITY TO USE THE SERVICES, PORTAL, RECORDINGS, OR OFFOR CONTENT, THE UNAUTHORIZED ACCESS TO, OR USE OF, ALTERATION OF, DESTRUCTION OF, CORRUPTION OF, OR INABILITY TO ACCESS OR USE YOUR CONTENT, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF OFFOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability Cap. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OFFOR OR ITS AFFILIATES, AND EACH OF ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSORS, PROVIDERS, OR SUCCESSORS AND ASSIGNS, ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING FOR ANY SERVICES, EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU HEREUNDER FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER CLAIM OR PER INCIDENT. ANY CLAIM RELATING TO THIS AGREEMENT MUST BE BROUGHT OR ASSERTED WITHIN ONE (1) YEAR OF THE EVENT GIVING RISE TO THE CLAIM OR ONE (1) YEAR FOLLOWING THE TERMINATION DATE, WHICHEVER IS EARLIER. YOU ALONE ARE RESPONSIBLE AND ACCOUNTABLE FOR YOUR DECISIONS, ACTIONS AND RESULTS, AND BY YOUR USE OF THE SERVICES, YOU AGREE NOT TO ATTEMPT TO HOLD OFFOR LIABLE FOR ANY SUCH DECISIONS, ACTIONS OR RESULTS.
Consumer Rights. Applicable laws may provide certain rights to consumers in certain jurisdiction that cannot be limited via an agreement. Nothing in these Terms is intended to limit any of those consumer rights you may be entitled to under applicable law in such jurisdiction.

Suspension. Offor may suspend or terminate your access to the Services (including any Offor Content) or the Portal, at any time and for any reason, including but not limited to any breach of these Terms or failure to timely make payment, without notice to you. Offor shall have no liability to you or any third party for any damages that may result or arise out of such suspension of your access.
Termination.

For Material Breach. Either party may terminate these Terms, or any Service or portion thereof, if the other party breaches any material term of these Terms and the breach is not remedied within thirty (30) days of a written notice detailing the breach; provided that, if you terminate a Service, you also terminate the applicable Service through the Portal.
For Convenience. Each party may terminate these Terms, or any Service or portion thereof, for convenience upon written notice to the other party; provided that, if you terminate a Service, you also terminate the applicable Service through the Portal. If Offor terminates these Terms for convenience, Offor may offer you a prorated refund for any prepaid fees for Services not yet rendered (i.e., prorated in accordance with Offor’s good faith determination of the percentage of Services rendered) as of the effective date of termination.
Effect of Termination. Upon termination of these Terms, all Services shall automatically terminate. Upon termination of these Terms or an applicable Services, you will (i) immediately cease all access to and use of the applicable Services and the Portal, (ii) pay any outstanding fees owed to Offor, and (iii) return or, at Offor’s option, destroy, any confidential information of Offor within your possession or control, unless otherwise permitted by Offor in writing.
Survival. The following sections of these Terms shall survive termination: preamble, Sections 1 (Updates to these Terms), 2 (Privacy Notice), 3(b) (Membership Restriction), 3(c)(iii)-(iv) (Membership Benefits), 4 (Your Account), 5 (Fees & Payment), 6 (Acceptable Use), 7 (Intellectual Property), 8 (Confidentiality), 9 (Representations & Warranties), 10 (Indemnification), 11 (Limitation of Liability), 12 (Suspension), 13(c) (Effect of Termination), 13(d) Survival), 14 (Additional Terms), 15 (Operation of Portal and Services), and 16 (Miscellaneous).

Additional Terms.

Offor Additional Terms. Your use of any Services may be subject to additional terms and conditions of Offor. Offor’s additional terms for a particular Service will be provided online via the Portal, and upon your use of the applicable Service, will be deemed incorporated into and made a part of these Terms.
Third-Party Content. Your use of the Portal or any Services may be subject to additional terms and conditions of third parties. It is your responsibility to review and understand such terms and conditions. To the extent a third party may access or use your personal information, additional information can be found in the Privacy Notice. Certain content made available to you through the Portal or in connection with the Services may include information or materials from third parties or links to certain third-party websites. Any statements and/or opinions expressed in such third-party content are solely the opinions and the responsibility of the person providing such content and do not necessarily reflect the opinion of Offor. Offor has no responsibility to you or any other person, and disclaims all liability, for such third-party content, information, materials and links.
Payment Processor Terms. Offor uses a third-party payment processor (currently, Stripe) to process your payment for the Services. By purchasing a Service, you agree to be bound by Stripe’s (or the applicable third-party payment processor’s) terms and conditions, including its privacy policy, and you hereby consent and authorize Offor and its third-party payment processor to share any information and payment instructions you provide with such third-party payment processor to the extent required to complete your transactions. Offor and its third-party payment processor may change, add, or remove payment processing options without notice to you.

Operation of Portal and Services. Offor is operated within the United States. Any access to and use of the Portal and Services is only intended for persons located in the United States. The Portal and Services are not directed to children under the age of 13, and Offor does not knowingly collect or maintain personal information from a child under the age of 13.
Miscellaneous.

Entire Agreement; Amendment. There Terms, together with any Offor terms referenced herein, constitute the entire agreement between you and Offor, and no other prior or contemporaneous agreements, oral or otherwise, regarding the subject matter of these Terms shall be deemed to exist or bind either you or Offor, or to vary any of the terms contained herein. These Terms may be amended by Offor at any time. You may not amend these Terms.
Governing Law. You agree that any Disputes and the meaning, effect, enforceability and validity of these Terms will be governed by the laws of the State of New York without regard to the conflict of law provisions thereof. You and Offor expressly agree to exclude the application of (i) the U.N. Convention on Contracts for the International Sale of Goods (1980) and (ii) Uniform Computer Information Transaction Act or any version thereof adopted by any state in any form, to these Terms and the performance of the parties contemplated herein, to the extent that such convention or act might otherwise be applicable. This Section 16(b) shall not apply to Offor’s right to seek equitable or injunctive relief in any court of competent jurisdiction.
Informal Dispute Resolution. In the event of a dispute, controversy or claim arising out of or relating to any Services or these Terms (“Dispute”), the party raising the Dispute will send written notice of Dispute stating its contact information, the facts relating to the Dispute, and the relief requested (“Dispute Notice”) to the other party. You will send any Dispute Notice to Offor to: [________]. Offor will send any Dispute Notice to you at the email address or mailing address provided by you, if any. Upon a party’s receipt of a Dispute Notice, you and Offor agree to attempt to resolve such Dispute through informal meetings and negotiation within 30 days of receipt of the Dispute Notice. After the end of that 30-day period and not before, each party may commence an arbitration proceeding as set forth in Section 16(d). This Section 16(c) shall not apply to Offor’s right to seek equitable or injunctive relief in any court of competent jurisdiction.
Arbitration. Any dispute, controversy or claim arising out of or relating to any Services or these Terms will be settled by binding arbitration, on an individual basis, pursuant to the Commercial Rules (or Consumer Rules, to the extent applicable) of the American Arbitration Association (“Rules”) then in effect. Notwithstanding those Rules, the following provisions will apply to such arbitration: (i) New York law shall apply, (ii) the arbitration will be conducted by a single arbitrator; however, upon mutual agreement, a panel of three arbitrators will conduct the arbitration, with one arbitrator chosen by each of the parties and the third appointed by the other two arbitrators, (iii) the fees of the arbitrator(s) shall be equally borne (50/50) by you and Offor, and (iv) the proceedings shall be in the English language and shall take place in New York or another location selected by Offor. The arbitrator(s) shall reach a binding decision regarding the issues presented as it deems fair, reasonable and appropriate, and such decision shall have the full force and effect of a binding judgment, which may be entered in any court having proper jurisdiction. You and Offor agree to resolve any dispute in arbitration individually, not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. You and Offor each hereby waive any right to participate in a jury trial, class-action lawsuit or class-wide arbitration. If any court or arbitrator determines that the foregoing waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the entirety of this Section 16(d) shall be deemed null and void, and you and Offor will be deemed to have not agreed to arbitrate Disputes. This Section 16(d) shall not apply to Offor’s right to seek equitable or injunctive relief in any court of competent jurisdiction.
Force Majeure. Offor’s failure to perform, or delay in performing, its obligations under these Terms, or any Offor terms referenced herein, or to meet certain timelines for any deliverables or obligations, shall be excused to the extent that Offor’s non-performance or delay in performance is caused by or attributable to your failure to perform, or your delay in performing, your obligations under these Terms or any Offor terms referenced herein. Offor shall not be liable or responsible to you, or considered in default or breach of these Terms or any Offor terms referenced herein for any cancellation or failure to perform any obligation under these Terms, where the cancellation or failure to perform results from any cause beyond Offor’s control, including but not limited to, acts of God, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, epidemics, pandemics, quarantines, or orders of the government, accidents, illnesses, or injuries, or failure or delay in performance by a third-party provider (each, a “Force Majeure Event”).
Irreparable Harm. You agree that a breach of the confidentiality provisions of these Terms or restrictions set forth in these Terms would cause irreparable injury to Offor for which monetary damages alone would not be an adequate remedy, and therefore Offor shall be entitled to equitable or injunctive relief in addition to any other remedies it may have under these Terms or at law, without the requirement of posting bond or proving actual damages.
Non-disparagement. You shall not make any statements, or take any other actions whatsoever, to disparage, defame, compromise or adversely affect the goodwill, name, brand or reputation of Offor, its personnel, or its products and services.
Independent Contractor. The Services are rendered by Offor as an independent contractor only, and nothing contained in these Terms shall be construed to authorize you to create or assume any liability or obligation of any kind on behalf of Offor.
Assignment. You shall not assign any of your rights or obligations under these Terms to any other person without the prior written consent of Offor. Offor may assign its rights and obligations to any person without your consent or notice to you, provided that Offor may use commercially reasonable efforts to provide notice to you after such assignment. Any assignment in violation of this clause shall be null and void.
Waiver. The failure of either party to enforce at any time the provisions of these Terms, or the failure to require at any time performance by the other party of any of the provisions of these Terms, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Severability. Should any provision of these Terms be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and the illegal or invalid part, term or provision shall not be deemed to be a part of these Terms.
Notices. All notices to Offor required or permitted under these Terms will be in writing and delivered by confirmed email transmission, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. Except for Dispute Notices, all communications to Offor will be sent to: Offor, Attn: Kelly Haywood, memberships@offor.co. Notices and communications to you may be provided to the email provided with your login or posted within the Portal and will be deemed given upon sending of such email or upon posting. You consent to receive communications from Offor electronically.
Third Party Beneficiaries. There are no third-party beneficiaries to these Terms.