Power and Authority. Such Member, if an Entity, is a legal Entity, duly formed, validly existing, in full compliance with its legal obligations and in good standing under the laws of its jurisdiction of formation. Such Member has the requisite legal capacity, power and authority necessary to enter into, deliver and perform such Member’s obligations under Agreement and the Membership Documents.

Due Authorization. The execution, delivery and performance of this Agreement and any Membership Documents by such Member have been duly authorized, executed and delivered, and no other action or proceeding on the part of such Member or any Affiliate thereof is necessary to authorize or approve the execution, delivery or performance of this Agreement or any Membership Documents. This Agreement and any Membership Documents constitute the legal, valid and binding obligation of such Member, fully enforceable against such Member in accordance with the terms hereof and applicable law.

Non-Contravention. Neither the execution, delivery or performance by such Member of this Agreement or any Membership Documents will (i) conflict with, breach, violate or constitute a default under (or an event that with or without notice, lapse of time or both could conflict with, breach, violate or constitute a default under) any law, governing document, contract, permit or order to which such Member is a party or subject or (ii) require any consent, license, permit, approval, waiver, authorization, order, filing, registration or declaration of or notice to any third party.

Reliance; Access to Information. Such Member (i) has had sufficient opportunity to review the Membership Documents, ask questions and receive answers concerning the terms and conditions hereof and thereof, (ii) has adequate information concerning the Company, including the purpose, governance and business thereof, to make an informed decision in entering into the Membership Documents, independently, without reliance on the Company or other Person, (iii) has consulted with (or has had the opportunity to) such Member’s own legal, tax, financial or other advisors as to matters concerning Membership, and (iv) such Member is not relying on any representations, whether written or oral, express or implied, in acquiring a Membership or entering into or performing any obligations contemplated by the Membership Documents.

Marketing and Publicity.Subject to the Service Terms, the Company may use and publish member information and images, including names, logos, aliases and similar identifying information, in marketing materials and on external facing platforms, including the Company website, GitBooks pages and Social Media channels. The Member shall not use the Company’s tradenames, service marks, logos or any other intellectual property, without the prior, express written consent of the Company.
Service Terms. Membership, access to or use of the Service, registration of an Account or any other matter arising from or in connection with this Agreement is expressly subject to the Service Terms, current copies of which can be accessed at: https://www.intersectmbo.org/privacy-policy.pdf, https://www.intersectmbo.org/cookie-policy.pdf and https://www.intersectmbo.org/terms-of-use.pdf. You expressly consent to the practices described in the Service Terms. The Company reserves the right to modify the Service Terms in its discretion from time to time. Access to or use of the Service after any such changes shall constitute your agreement to such changes.
Confidentiality. From and after the date hereof, the Member shall keep confidential any non-public or proprietary information (“Confidential Information”) that the Member or any Affiliate or Representative of such Member may receive from the Company (or have access to) and shall not disclose such Confidential Information. Confidential Information excludes information that: (i) is released into the public domain by the Company; or (ii) such Member is required to disclose pursuant to court order (provided, that, such Member shall promptly notify the Company of such court order, so that the Company can take legal measures to protect such disclosure).
Miscellaneous.

Notices. Except as explicitly stated in this Agreement, legal notices shall be served, in the case of the Company, via email or any other alternative address designated by the Company from time to time or, in the case of the Member, to the contact information the Member provides in the Membership Portal. Notice to the Member shall be deemed given 24 hours after the e-mail is sent by the Company or posted on the Company’s website.
Entire Agreement. This Agreement, together with the Membership Documents, sets forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, whether written or oral, concerning the subject matter hereof are superseded by this Agreement.
Amendments.No amendment, modification or waiver of this Agreement (or any provision hereof) will be effective unless specifically made in writing and duly signed by each Party. No waiver by the Company shall operate as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No course of dealing or failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Successors and Assigns. No Person that is not a Party will have any right or obligation pursuant to this Agreement. This Agreement will bind and inure to the benefit of the successors and permitted assigns of the Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred by the Member (whether by operation of law or otherwise), without the prior written consent of the Company. Any assignment in violation of this Section 10(d) will be void, ab initio, and upon any such attempt, the Company may terminate Membership with no obligation to refund any fees paid up to and including the date of such termination.
Governing Law; Dispute Resolution.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to any choice of law or conflict provision or rule (whether of such State or any other jurisdiction) that would cause the laws of any other jurisdiction to be applied.
Dispute Resolution. If you have a dispute with the Company, the Member shall contact the Company to attempt to resolve the issue informally first. If the Company is not able to resolve the dispute informally, then this Section 10(e) will govern any dispute, claim, action, proceeding or controversy (collectively, “Disputes”) that arises out of or in connection with or relates or is incident to this Agreement or the Membership Documents or the execution, delivery or performance hereof or thereof, including Membership or the Service.
Binding Arbitration. Each Party agrees that any Dispute will be settled by binding arbitration, except that each Party retains the right to seek certain non-monetary relief in accordance with Section 10(f).
Class Action Waiver. Each Party agrees (A) that any Dispute shall be conducted on an individual basis and not in a class, consolidated, or representative action and (B) to waive the right to participate as a plaintiff as a class member in any class action or proceeding. Unless each Party mutually agrees otherwise in writing, the arbitrator in any Dispute may not consolidate more than one Person’s claims and may not preside over any form of class action or proceeding.
Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (if you use the Products as a consumer) or Commercial Arbitration Rules (if you are a professional, vendor, seller or other business), as applicable and then in effect (the “AAA Rules”), except as expressly modified by this Section 10(e). (The AAA Rules are available at http://www.adr.org).
Arbitration Process. A Party who desires to initiate arbitration to resolve a Dispute must provide the other Party with a written “Demand for Arbitration” as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the Parties from the AAA’s roster of arbitrators with relevant experience. If the Parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA shall appoint an arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. The seat of the arbitration shall be in New York, New York, unless the Parties mutually agree or the AAA Rules or AAA Consumer Due Process Protocol, as applicable, provide otherwise. If the amount in Dispute does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents each Party submits to the arbitrator, unless a Party requests a hearing and the arbitrator then determines that a hearing is necessary. If the amount in Dispute exceeds $10,000, then the right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the Parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and mutually agreed to by the Parties.
Arbitrator’s Decision. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the "Disclaimers and Limitations of Liability" section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim. g. Fees. Each party's responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
Opt-Out. You have the right to opt out of the arbitration provisions of this Section 10(e) by sending a written notice of your decision to opt out to the Company in accordance with Section 10(a). The notice must be postmarked within thirty (30) days of the Effective Date and must include all of the following: (1) the Member’s name and mailing address; (2) the email address associated with the Member’s Account; and (3) a clear statement that the Member wants to opt out of this Agreement’s arbitration provision (i.e., this Section 10(e)).
Third Party Disputes. If the Member has a dispute, claim, demand or damage of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, with another member or any other third party arising out of or in any way arising from or relating to Membership or the Service (a “Third Party Claim”), such Member agrees that the Company is under no obligation to become involved. The Member hereby releases and forever discharges, irrevocably and unconditionally, each Indemnified Party, of and from any such Third Party Claim. As part of this release, the Member expressly waives any protections (whether statutory or otherwise) that would otherwise limit this release to only include those claims that such Member may know or suspect to exist in such Member’s favor at the time of agreeing to this release, including under California Civil Code section 1542, which reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MEMBERSHIP DOCUMENTS, INCLUDING THE SERVICE.

Specific Performance. The Member acknowledges and agrees that (i) irreparable loss will occur in the event of a breach of this Agreement by such Member, money damages will be inadequate and the Company will have no adequate remedy at law and (ii) the Company shall have the right, in addition to any other rights and remedies, to enforce the provisions of this Agreement or prevent violations hereof, including to prevent the actual or threatened infringement, misappropriation or violation of the Company’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, not only by an action for losses but also by an action for specific performance, injunctive or other equitable relief.If any such action is brought to enforce this Agreement, the Member hereby waives the defense that there is an adequate remedy at law. Any injunction shall be available without the posting of any bond or other security.
Severability.

If, at the time of enforcement of this Agreement, a court of competent jurisdiction holds in a final, non-appealable judgment that the restrictions stated herein are illegal, invalid or unenforceable, the Parties agree that the court making such determination shall have the power to reduce the duration, scope or geographical area of the restriction or to substitute a duration or scope that is legal, valid and enforceable and that comes closest to expressing the intention of the illegal, invalid or unenforceable restriction for the stated period or scope.
If any provision of this Agreement is illegal, invalid or unenforceable for any reason whatsoever after giving effect to Section 10(g)(i) above, such provision will be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision were not a part of this Agreement with the remaining provisions of this Agreement remaining in full force and effect and unaffected by the illegal, invalid or unenforceable provision or by its severance from this Agreement so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

Joint Negotiation.The Parties have participated jointly in the negotiation and drafting of this Agreement.In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
Cumulative Remedies. All rights and remedies of any Party are cumulative of each other and of every other right or remedy such Party may otherwise have at law or in equity, and the exercise of one or more such rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.
Notice for California Users. Under California Civil Code Section 1789.3, California users of the Service may be entitled to the following specific consumer rights notice: The services are provided by Intersect, 1920 Thomas Avenue, Suite 610, Cheyenne, WY 82001, USA. If you have a question or complaint regarding the Services, please contact the Company at membership@intersectmbo.org or by writing to our mailing address. California residents contact the Consumer Assistance Unit of the Consumer Information Division of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or hearing impaired persons may dial 711, 1-800-735-2929 (TTY), or 1-800-735-2922 (Voice) for California Relay Service.
Construction. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include” and “including,” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation.” Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean the conjunctive “and/or”.
Counterparts. Each Party may execute this Agreement in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument. Each Party may deliver an executed copy of this Agreement by electronic transmission (e.g., Docusign, PDF, click-through acceptance on the Company’s website or Member Portal or similar format) to the other Party, and such delivery will have the same force and effect as any other delivery of a manually signed copy.

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