(Rooted Strategy LLC)
WHEREAS, Rooted Strategy LLC provides a variety of subscription-based services, both online via its website, and offline;
WHEREAS, Member wishes to become a subscriber and benefit from the aforesaid subscription-based services on an ongoing basis;
NOW THEREFORE, in consideration of the payment of the Membership fee to Rooted Strategy LLC and receipt of the benefits afforded by access to the subscription-based services to Member, which the parties agree is sufficient consideration, the parties agree to the following terms of this Agreement:
This Membership Agreement (hereinafter referred to as “Agreement”) is effective 8/11/23 by and between the Rooted Strategy LLC, (hereinafter referred to as “Rooted Strategy”) accessed via www.therootedstrategy.com with a business address of 5N756 Ravine Dr, St Charles, Illinois 60175, and all prospective, current and future subscribers of the Rooted Strategy services hereinafter referred to alternatively as "Member" or “Members.” Members shall include not only visitors of the website, but also anyone who signs up for any of the membership plans for offered subscription-based services offered by Rooted Strategy and/or the website. This Agreement shall apply to any and all services provided by Rooted Strategy, whether online via the website, 3rd party platforms or off-line.
1. Nature of the Service
The Rooted Strategy is a subscription-based network facilitating the exchange of business and strategic information and resources between practitioners and business owners. This Membership Service shall include reading the profile pages of other members and possibly even contacting them. The Rooted Strategy provides to its members benefits such as but not exclusive to: monthly marketing resource hub. The Rooted Strategy works like an online, subscription-based community, consisting of holistic health professionals and businesses. The Rooted Strategy Services are provided via its website and linked 3rd party web platforms, as well as offline. The Rooted Strategy Services may be offered or provided on-demand, via live teaching sessions, or by any other means, form or media appropriate for the same. This Agreement shall govern all such services, regardless of the type, form or medium.
2. 3rd Party Platforms
3. Intellectual Property
It is understood and agreed by Member that Rooted Strategy is granting Member a non-exclusive, non-transferable, non-assignable, revocable license to use its content, forms, documents and other creations (hereinafter referred to as “Licensed Materials”) that are offered as part of the subscription-based membership services offered. Whether these Licensed Materials are provided via the Website, Offsite, or via any 3rd Party Platform, the parties agree that Rooted Strategy shall retain title to and all rights in the Rooted Strategy provided content and related services. Including without limitation all intellectual property, know-how, or rights therein , including, without limitation any patent, copyright, trade secret trademark, and other proprietary rights, within the Licensed Materials.
Member’s use of Licensed Materials shall be undertaken with care by Member so as to at all times be lawful and permitted in the said jurisdiction. The Licensed Materials shall not be used in any of the following manners, which shall be grounds for immediate and automatic termination of the license and membership:
a) Use of the Licensed Material to promote violence, sexually explicit materials, and/or discrimination based on race, sex, gender, identity, religion, nationality, disability, sexual orientation or wage.
b) Use of the Licensed Material to promote fraudulent schemes, or other illegitimate services or practices that harm Rooted Strategy’s brand or reputation, or which offer no tangible business value.
c) Use of the Licensed Material to promote any activity or language that we deem inappropriate or undesirable.
d) Use of the Licensed Material in any way that infringes or assists others to infringe on any copyright, trademark, or other intellectual property rights of Rooted Strategy or any 3rd party or to otherwise violate the law.
e) Use of the Licensed Material in any manner intentionally or by implication that could lead customers to believe that Member is an agent or representative of Rooted Strategy.
f) Use of the Licensed Material to create software or code that potentially enables diversions of business from other Rooted Strategy or other members of platform.
g) Use of the Licensed Material for resale to 3rd parties.
h) Use of the Licensed Material in any other way deemed unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwise objectionable to Rooted Strategy, in its sole discretion.
4. Work Product Ownership
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Rooted Strategy in connection with the Subscription-based Services will be the exclusive property of Rooted Strategy, even if such Work Product are created at the request of and for the use of a Member. Upon request, Member will execute all documents necessary to confirm or perfect the exclusive ownership of Rooted Strategy to the Work Product. Said Work Product will be treated as Intellectual Property and/or Licensed Material of Rooted Strategy, as set forth in the preceding section of this Agreement.
5. User Registration and Information
Member shall fill in the correct information requested in the User Registration form on the site. Member shall be required to promptly update the User Information on the site. Member shall select a username and password during the User Registration process. Member shall be responsible for: a) all use of the Site made by the Members username and password, b) maintaining the confidentiality of the Members username and password, and c) maintaining the confidentiality, and intellectual property of Rooted Strategy content, and ensuring that your use is in accord with the Terms and Conditions and this Agreement. Membership account shall be for the sole and exclusive use of said Member and shall not be permitted to be used by any other party, and password sharing by Members is strictly prohibited. This membership is not transferable, and Member may not sell, assign or transfer this agreement, his/her membership in Rooted Strategy, and any such attempted sale, assignment or transfer shall be null and void. Member may not loan his/her membership access to anyone. Anyone not complying with any of the above rules will automatically lose membership privileges.
Member agrees to timely make any and all payments of membership dues when due. The Rooted Strategy reserves the right to terminate any Member’s membership for failure to pay dues and may do so at any time after such dues are delinquent, and if such delinquency is not cured or remedied within 7 calendar days, including in the case of declined credit card payments.
Provided that Member is not in default of this Agreement and subject to the terms and conditions hereof, the membership will automatically renew on a monthly or annual basis, dependent upon the initial choice when registering for enrollment as a Member. Member shall keep a valid credit card or other payment method on file with Rooted Strategy for the purpose of honoring Member’s membership dues and other payment obligations. Member irrevocably authorizes and instructs Rooted Strategy to charge the registered payment method specified by Member the required monthly or annual payments to Rooted Strategy on members behalf. Automatic renewal occurs on the first day after the expiration date.
In the event of early termination of the Membership for any reason, Member shall not be entitled to any refund of unused portions of the Membership. After such termination Member shall retain the use of the subscription-based services for the duration of any pre-paid period that has not elapsed or expired, except in the case of termination for misuse, under Section 2 hereunder.
If the Member has a dispute with one or more other Members, both Members shall release, hold harmless and indemnify Rachel Murphy, the Rooted Strategy (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Member shall indemnify and hold Rachel Murphy, the Rooted Strategy (and its officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Members breach of this Agreement, or Members violation of any law or the rights of a third party.
10. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
11. Terminating Membership
Member shall choose to retire or delete the published content from the Rooted Strategy’s site and it shall be no longer available or visible to other visitors. Terms regarding the status of the uploaded content shall remain applicable when the Member chooses to terminate the membership. Content posted to the site, other than the published content, shall not be deleted or retired as a result of the Members termination.
12. Digital Millenium Copyright Act Notice
Since we respect artist and content owner rights, it is Rooted Strategy’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Website or and Membership Service, please notify the Rooted Strategy copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Liftoff! to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Rachel Murphy, Rooted Strategy LLC
5N756 Ravine Dr
St Charles, Illinois 60175
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
13. General Disclaimer of Warranties
MEMBER UNDERSTANDS AND AGREES THAT THE LICENSED MATERIALS AND OTHER SUBSCRIPTION-BASED MATERIALS ARE PROVIDED BY ROOTED STRATEGY ON AN “AS-IS” BASIS AND THAT ROOTED STRATEGY MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE LICENSED MATERIALS OR OTHER SUBSCRIPTION-BASED SERVICES, OR ANY RESULTS TO BE ACHIEVED THROUGH THE USE OF THEM. MEMBER FURTHER UNDERSTANDS AND AGREES THAT ROOTED STRATEGY DISCLAIMS ANY AND ALL WARRANTEIS, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTIBILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMNET AND TITLE, AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR THAT THE LICENSED MATERIALS OR OTHER SUBSCRIPTION-BASED SERVICES WILL MEET THE MEMBER’S REQUIREMENTS.
14. Governing Law
This Agreement shall be construed under and governed in accordance with the laws of the Illinois.
Any dispute arising under this contract shall be resolved under the commercial arbitration rules of the American Arbitration Association.
16. Limitation of Liability
Member shall not hold Rooted Strategy responsible for other user Members content, actions or inactions. In the case of breach of this Agreement by Rooted Strategy, the parties agree that Member’s damages shall be limited to a refund of the membership dues for the currently enrolled membership period. Member agrees that Rooted Strategy’s liability for any reason and upon any cause of action or indemnification whatsoever shall not exceed the membership fees paid by member. Member agrees that Rooted Strate3gy shall have no liability hereunder or otherwise for special, incidental, consequential, punitive or exemplary damages.
Effective August 01, 2023