LONG BEACH COLLECTIVE ASSOCIATION
By paying dues, submitting your information to Long Beach Collective Association, a California mutual benefit corporation (the “Association”) to become a member pursuant to the Member Registration Form, you (hereinafter referred to as “Member”) agree to the terms herein and these Long Beach Collective Association Member Terms are made effective as of the date of such registration (the “Effective Date”) and are entered into and agreed by and between the Association and you, as a Member individual or organization as you provide in the Member Registration Form (the “Membership”), and subject to the terms and conditions herein, subject to change from time to time as such Membership terms are provided at the following link: https://thelbca.com/member-agreement/ Effective 11/17/2020. The Association and the Member are collectively referred to herein as the “Parties”. To terminate this agreement (this “Agreement”) you must withdraw as a Member of the Association and notify the Association as set forth herein and pursuant to Section 2. The Association reserves the right, in its sole discretion, to change, modify, add or remove portions of these terms, at any time. It is your responsibility to check these terms periodically for changes. Your continued Membership following the posting of changes will mean that you accept and agree to such changes.
WHEREAS, the Association is a mutual benefit corporation, the purpose of which is to act for the mutual benefit and advance the collective purposes of Long Beach cannabis businesses and to help influence related public policy and to engage in any other lawful activities permitted under the California Nonprofit Mutual Benefit Corporation law.
WHEREAS, the Association is open to all organizations and individuals that want to promote and to improve the ecosystem for the Association’s specifications and purpose and provided that such organizations and individual registrants comply with applicable local and state laws in respect to cannabis business as well as comply with all other applicable laws and such members fulfill the terms and qualifications pursuant to this Agreement, the Member Registration Form and Bylaws, in each case as applicable.
WHEREAS, the undersigned hereby agrees to become a Member of the Association and be subject to the rights and obligations of Members set forth in the Association’s Bylaws, the Member Registration Form and in this Agreement.
NOW, THEREFORE, THE ASSOCIATION AND THE MEMBER AGREE AS FOLLOWS:
LEGAL CAPACITY AND AGE: This is an Association for adults. The Association assumes (and by registering for Membership Members represent that) such Member has legal capacity to enter into this Agreement and to agree to the Member Materials (i.e., that Member is of sufficient age and mental capacity and is otherwise entitled to be legally bound in contract). Member represents that it is at least eighteen (18) years of age.
- Term and Termination. From the Effective Date, this Agreement continues in full force and effect for the Membership of the Member and so long as the Member timely pays dues as set forth in the Member Materials and complies with the Member Materials and policies of the Association. This Agreement automatically renews for each successive dues period (“Renewal Terms”) unless terminated by the Member or the Association prior to the Renewal Term, at which point the Member shall pay the applicable dues as set forth by the Association from time to time and in accordance with the timing and dues provisions set forth in the Member Materials. The Membership of any Member shall terminate in accordance with any termination event set forth in the Bylaws, upon the Membership qualifications no longer being met, upon termination of this Agreement upon the Member resigning such Member’s membership or failure to pay dues as set forth herein, or upon Member lack of compliance with applicable laws, including, without limitation, applicable local and California State cannabis laws. For avoidance of doubt, upon termination of a Member’s Membership, this Membership Agreement shall terminate. In the event of termination, paragraphs 3.1-3.9 and 4.6 shall survive and remain in effect and any other provisions shall survive to the extent necessary to give effect to such provisions. The Member shall be obligated to pay all costs, expenses and dues that accrued prior to the effective date of termination.
- Rights and Obligations.
3.1 Intellectual Property & Grant of Rights. The Association may from time to time select one or more names, logos, trademarks, certification marks, or service marks (collectively, “Marks”), to be used to promote its purpose or the Association. In such case, the Association may promulgate policies for use of such trademarks or service marks (which may include certification requirements) under a separate policy, as approved by the Board of Directors of the Association. The Association will take such steps as the Board deems necessary and proper to protect its rights under such Marks adopted for use by the Association and the Member agrees to not use any such Marks without the prior written consent of the Association unless otherwise prior authorized by the Board of Directors of the Association. The Association may display the names and logos of the Members on the Association’s membership webpage or in promotional or marketing materials and in connection therewith, the Member grants to the Association a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable trademark license in and to its names and logos”. This provision does not grant the Association any other right to use the trademarks or trade names of any Member unless otherwise consented to by such Member. The use of the corporate name or corporate logo of each Member will inure solely to the benefit of such Member. Subject to the terms and conditions of this Agreement, the Member hereby grants to the Association and to recipients of materials distributed by the Association a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions (defined below) and such derivative works. For purposes of this Section 3.1, “Your” shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with the Association. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. “Contribution” shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Association for use by the Association or for inclusion in, or documentation of, any of the projects or works owned or managed by the Association (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Association or its representatives, including but not limited to communication on electronic mailing lists, or systems that are managed by, or on behalf of, the Association for the purpose of the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.” In connection with any Contribution: Member represents that it is legally entitled to grant the above license and that Your Contributions are Your original creations.3.2 Other Policies. The Member agrees to abide by the other Association policies as may be adopted or amended from time to time by the Association upon reasonable notice and in accordance with the Association’s Member Materials. If the Member does not wish to abide by any policy adopted or amended by the Association, the Member may resign such Member’s membership prior to the effective date of the policy or amendment of policy. The Member shall frequently review the Association’s website for policy updates and the Association will use reasonable efforts to notify members of updates and shall provide notice of such updates as required by applicable law.3.3 Fees, Dues. The Member agrees to pay the fees established for its Membership, as applicable and as set forth pursuant to the Member Registration Form found here:XXXX and as the Association may amend from time to time. Member shall pay dues pursuant to cash, wire transfer or third-party payment provider. Association will not collect, store or maintain credit card or payment information. Upon Member becoming 30 days behind on dues, Member will receive a notice from Association. Upon Member becoming 60 days behind on dues, Member will be subject to suspension by the Association and may not be permitted to attend Member meetings and shall have 15 days to cure such suspension/lack of dues payment. Upon the passage of such 15-day cure period or 75 days without paying Membership dues, Member’s Membership shall be terminated. For the avoidance of doubt, Member may also be terminated for the reasons set forth in the Bylaws or for lack of qualification as set forth in the Member Materials.
3.4. Costs and Expenses. Each Member shall bear all of its own costs and expenses related
to Membership in the Association including, but not limited to, compensation payable to Member’s employees and consultants and all travel and other expenses associated with Member’s participation in the Association’s activities; provided that the Association may reimburse the costs incurred for a Director on the Association’s Board of Directors that is also a Member to travel to and attend Association Board of Director meetings.
3.5 Use of Names, Publicity, No Agency by Members. Any Member may disclose and
publicize such Member’s membership in the Association, within guidelines proposed by the
Association by the Board of Directors, provided, however, that Members may not act as
agents of the Association or speak on behalf of the Association to any third party, including,
without limitation, to press and media, the general public, public officials or other contacts,
unless otherwise approved in writing by the Board of Directors. Only the Officers and Board
members on the Board of Directors of the Association may act as agents and spokespersons
of the Association as approved by the Board of Directors or as set forth in the Bylaws or
authorizing resolutions or minutes. As a new member to the Association, Member agrees to
provide a logo for the Association’s use in recognizing membership.
3.6 Personal Data & Personally Identifiable Information. Member may provide to Association certain Personal Data (as defined below) of its employees, contractors and other personnel in connection with its membership with the Association or of itself, if it is an individual member. “Personal Data” shall mean Member personal data or personally identifiable information as categorized under applicable data protection and privacy laws and regulations. Member represents to the Association that it has all necessary consents, rights, and permissions to provide any Personal Data it chooses to provide to the Association or make available to the Association. This Agreement constitutes Member’s instructions to the Association to process such Personal Data and the consent to the transfer of such Personal Data as necessary for the Association to process memberships and fulfill its obligations under the membership Agreement and the Bylaws. Member shall promptly notify the Association if a data subject makes a request under applicable data protection laws to have access to, amend, or erase that data subject’s Personal Data or any other complaint, allegation and/or objection relating to the processing of Personal Data; and in connection therewith, Member shall cooperate with Association in responding and taking such actions as required by data protection laws, as applicable. Member authorizes the Association to use affiliates and subprocessors to process Personal Data to the extent necessary to process Memberships and perform its obligations under this Agreement, provided such processing by said affiliates and subprocessors is governed by a written contract including terms which offer at least the same level of protection for Personal Data as those set out in this section and meet the requirements of applicable data protection laws. In relation to the Personal Data provided to it by any Member, the Association will implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, encrypting the other party’s Personal Data as appropriate, and implementing the measures required under applicable data protection laws. Member shall defend, indemnify and hold harmless Association against any and all claims, liabilities, losses, penalties and expenses (including attorney’s fees) arising from any processing of Personal Data by Association in accordance with this provision.
- Non-liability of Members and Limits of Liability of Association. No Member shall be liable for the debts, liabilities, or obligations of the Association by reason of being a Member.
Except where prohibited by law, in no event will Association be liable to any Member for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Association has been advised of the possibility of such damages. If, notwithstanding the other provisions of this Agreement or the Member Materials, Association is found to be liable to any Member for any damage or loss which arises out of or is in any way connected with Member’s Membership, Association’s liability shall in no event exceed the greater of (1) the total of any dues with respect to such Member paid in the six months prior to the date of the initial claim made against the Association (not including any initial registration or initiation fees), or (2) US$100.00.
- Confidential Information of the Association shall be used by the Member solely for the purpose of serving the Association in furtherance of the purpose and mission of the Association as authorized by the Board of Directors in writing and shall not be used for any other purpose. The Member shall hold the Association’s and any other Member’s Confidential Information, as applicable, in strictest confidence at all times in perpetuity and shall not disclose the other party’s Confidential Information without the prior written consent of such other party, which consent may be withheld at such other party’s sole discretion and such Confidential Information shall not be used in any case for personal gain or personal benefit of any Member or contrary to the Association’s purpose. A Member may disclose the Association’s Confidential Information to such party’s representatives only on a need-to-know basis provided that such party shall have executed appropriate written agreements with its representatives to ensure compliance with all the provisions of this Agreement. Each party agrees to take all reasonable measures to protect the Confidential Information of the Association or any other members of the Association, as applicable, from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. Nothing in this Agreement shall prohibit either party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure. “Confidential Information” means any proprietary information that is disclosed by the Association or another member in the course of the Association’s business (the “Disclosing Party”) to the Member (“Receiving Party”) which relates to the Disclosing Party’s business (including without limitation, business plans, financial data, customer information, marketing plans, etc., policy plans, board discussions, Association meetings content), trade secrets, technology, products, services, know-how, formulas, processes, ideas, and inventions (whether or not patentable) and other information or sensitive information which should be reasonably understood by the Receiving Party as the confidential or proprietary information of the Disclosing Party. Confidential Information shall not include any information that: (i) is or falls into the public domain without fault of the Receiving Party; (ii) the Receiving Party can show by written documentation was in its possession without any obligation of confidentiality prior to receipt thereof from the Disclosing Party; (iii) is independently developed by the Receiving Party without the benefit of any Confidential Information of the Disclosing Party; or (iv) is obtained by the Receiving Party from a third party without any obligation of confidentiality to the Disclosing Party.
- Indemnity. Member agrees to indemnify and hold Association, its officers, directors, members, predecessors, successors in interest, employees, agents, and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Association by any third party due to or arising out of or in connection with Member’s Membership or in connection with utilization of Membership resources.
- Miscellaneous Provisions.
4.1 Authority to Enter into Agreement. Member hereby represents and warrants to the Association that Member has the full right, power and authority to enter into this Agreement, and that Member has taken all actions necessary to authorize it to enter into and perform its obligations under this Agreement.
4.2 Entire Agreement. This Agreement, and the documents and information referred to herein, constitute the entire agreement between the Parties, and supersede all prior agreements, understandings and negotiations, with respect to the subject matter hereof.
4.3 Amendment. The Association may from time to time modify the terms of this Agreement. Amendments shall be prospective only unless agreed to otherwise by the Parties.
4.4 Assignment. Neither this Agreement nor any rights hereof, in whole or in part, are assignable by Member without the prior written consent of the Association, except upon a change of control or a sale of all or substantially all assets involving Member, or by operation of law.
4.5 Relationship of Parties. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the Parties. Nothing in this Agreement shall be construed to prohibit or restrain the entry by any Member into any separate contract or agreement with other Members or third parties on any terms.
4.6 Governing Law; Dispute Resolution. This Agreement and the Member Materials and all matters relating any Member’s Membership, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of law provisions. Member agrees to the personal jurisdiction by and venue in the state and federal courts in Los Angeles County, California, and waive any objection to such jurisdiction or venue. Any claim under these terms or the Member Materials must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees subject to legal limits on liability hereunder. In the event of any controversy or dispute between the Association and any Member arising out of or in connection with Member’s Membership, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue rights or remedies available under applicable law.
4.7 Antitrust Policy. The Member agrees to comply with all applicable antitrust laws pertaining to the Member’s participation in the Association. Nothing in this Agreement shall be construed to require or permit conduct that violates any applicable antitrust law.
4.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect; and a substitute, valid, and enforceable provision most nearly reflecting the original intent shall be developed in place of the invalid provision.
4.9 Compliance with Laws. The obligations of the parties hereto shall be subject to all laws, present and future, of any government having jurisdiction over the parties hereto, pertaining to the Member’s participation in the Association.
4.10 No Joint Venture. Nothing contained in this Agreement and no action taken by the Member shall be deemed to render the Member or its affiliates an employee, agent or representative of the Association or any other Member or their affiliates, or shall be deemed to create a partnership, joint venture or syndicate among or between any of the Members or their affiliates or with the Association.
4.11 How to Contact Association. Please forward any comments or complaints about Association
4.12 Void Where Prohibited. Association administers and operates from the City of Long Beach, California, USA. Although Association’s website is accessible outside of California, not all membership products referenced, provided or offered through or the website are available to all persons or in all geographic locations, or appropriate or available for use outside of the State of California or the USA. Association reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Association’s website is void where prohibited. If an individual chooses to access Association’s website from outside the United States or the jurisdiction of the State of California, such individual does so on its own initiative and is solely responsible for complying with applicable local laws.