Member Terms Agreement

1. Acceptance

By clicking “I accept” (or any similar indicia of acceptance), you (“Member”.) agree to comply with the terms of service set forth in this Agreement between Proof Of Lightwork FZ LLE (“POL”) and Member (“Member”) for use of the Service on Conscious Crypto Circle (“CCC”) the (“Agreement”). If you subscribe to the member services for a term (the Initial Term”), then the Terms will be automatically renewed for additional periods of the same duration as the Initial Term at CCC’s then-current fee for such member services unless you opt-out of the auto-renewal or decline to renew your subscription in accordance with section 1 below “subscriptions”.

2. Terms of Service

This Agreement is incorporated by reference into the CCC Terms of Service for the Service (“Terms”). Capitalized terms used but not defined in this Agreement have the meanings given in the Terms or in context, as applicable, and all other terms defined in this Agreement have the meanings provided in context. To the extent there is a conflict between the Terms and this Agreement, this Agreement will govern solely to the extent of the conflict.

3. Service

Member will have the option to use CCC’s Member Services described at (the “Member Services”) and Mentor Services (defined below) described on the Service. Member acknowledges and agrees that Mentors may change at any time without prior notice to Members and that Mentors are providing general financial advice, which Member relies on completely at its own risk. Member waives any claims against POL and Mentors with respect to the foregoing.

4. General Payment Terms

Member agrees to pay all fees for the Member Services and Mentor Services (if applicable) in accordance with the fees and billing terms in effect at the time a fee is due and payable by any payment method agreed to by POL (e.g., credit card or PayPal and/or such other payment methods we may make available to you from time to time through our Service) (“Payment Methods”). If Member pays by credit card, Member must provide POL with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Member’s Payment Provider agreement governs its use of the designated credit card and it must refer to that agreement and not this Agreement to determine its rights and liabilities. By providing POL with payment information for the applicable Payment Method, Member agrees that POL is authorized to immediately charge Member’s Account for all fees due and payable to POL in connection with the Member Services and that no additional notice or consent is required. Member agrees to immediately notify POL of any change in Member’s billing address or the credit card account used for payment hereunder. POL reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Service or by e-mail delivery to Member. The foregoing payment obligations in this Section 4 will not apply to Members who have been granted access to the Service through special invitations by POL.

POL may, in its sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. POL may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (i) if you attempt to use the Service in breach of any applicable law or regulation, including the card network rules or regulations; (ii) if you use the Service in breach of these Terms; (iii) if we suspect fraudulent, unlawful or improper activity regarding a payment; (iv) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (v) failure to cooperate in an investigation or provide additional information when requested.

5. Member Services Fees

Member will be responsible for payment of the applicable fee for (i) any Member Service (the “Service Subscription Fee”) at the time it creates its Account and select its annual package (i.e., the Service Subscription Fee will be due in advance) and (ii) any add-on Member Services that it purchases from time to time. For clarity, such add-on Member Services do not include Mentor Services. All fees for the Member Services are non-refundable. No contract will exist between Member and POL for any Member Service until POL accepts Member’s order by a confirmatory e-mail or other appropriate means of communication.

6. Availability and Pricing

Though we try to honor all purchase requests, availability cannot always be guaranteed. When an item is not available and cannot be replenished (e.g. if we offer a limited promotion), we will attempt to remove the item from the Service in a timely manner but make no guarantees in this regard. We may occasionally make errors in the stated prices on the Service. If a product’s correct price is higher than the published price, we will either, in our sole and absolute discretion, confirm that we will provide the item at the price listed or cancel your order and notify you of such cancellation. If a product’s correct price is lower than the published price, we will reimburse you the additional amount paid, subject to any terms and conditions set out separately, including without limitation in the event of a coupon for a discounted price.

7. Mentor Fees

The Service may also provide you with an opportunity to purchase services and features offered by Mentors (“Mentor Services”). The prices for Mentor Services will be set forth on the Service. All fees for the Mentor Services are non-refundable. No contract will exist between Member and POL for any Mentor Service. If you purchase Mentor Services through the Service, then any problems or support issues must be resolved with the applicable Mentor, unless otherwise set forth on the Service.

8. Taxes

The payments required under this Agreement do not include any Sales Tax (defined below) that may be due in connection with the Member Services or Mentor Services. If POL determines it has a legal obligation to collect a Sales Tax from Member in connection with this Agreement, POL shall collect such Sales Tax in addition to the payments required under this Agreement. If any fees under the Agreement are subject to any Sales Tax in any jurisdiction and Member has not remitted the applicable Sales Tax to POL, Member will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and Member will indemnify POL for any liability or expense POL may incur in connection with such Sales Taxes. Upon POL’s request, Member will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

9. Withholding Taxes

Member agrees to make all payments of fees to POL and free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to POL will be Member’s sole responsibility.

10. Price Changes

POL may change the price for the Service subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes.

Price changes for the Service subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Service prior to the price change going into effect.

11. Subscriptions

11.1 Automatic Renewal. Member’s subscription for Member Services will continue indefinitely until terminated in accordance with this Agreement or the Terms. After Member’s initial subscription period, and again after any subsequent subscription period, Member’s subscription for the Member Services will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at POL’s then-current price for such subscription.

We may change the price for the Service Subscription Fee from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes.

11.2 Cancelation. Member agrees that its subscription will be subject to this automatic renewal feature unless it cancels its subscription at least 30 days prior to the Renewal Commencement Date. If Member cancels its subscription, Member may use its subscription until the end of Member’s then-current subscription term; its subscription will not be renewed after Member’s then-current term expires. If you wish to cancel your subscription, you may send us an email with "Cancellation Request" in the subject line to [email protected] from the registered email address. In order to process such request sent by email, we may ask you to provide the following information: a brief comment explaining why you would like to cancel your subscription, your billing information (name, transaction ID, last four digits of the credit card associated with the account, billing date, etc.), email address, login name, and other identity verification and/or authentication information.

11.3 Refund. Member will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, Member authorizes POL to charge Member via the applicable Payment Method now, and again at the beginning of any subsequent subscription period. Upon renewal of Member’s subscription, if POL does not receive payment from Member via the Payment Method, (a) Member agrees to pay all amounts due on its Account upon demand; and/or (b) Member agrees that POL may either terminate or suspend its subscription and continue to attempt to charge Member via the applicable Payment Method until payment is received (upon receipt of payment, Member’s Account will be activated and for purposes of automatic renewal, Member’s new subscription commitment period will begin as of the day payment was received).

12. Effects of Termination

Sections 3 (last sentence only) through 13, and any liabilities or payment obligations that have accrued prior to termination will survive such termination.

13. Changes

Changes to this Agreement will be binding upon a party who confirms such change in writing, including via electronic mail if such writing specifically refers to this Agreement.

14. Limitation of liability

To the maximum extent permitted by law, in no event will the Mentor or POL be liable to Member or to any third person for any direct, consequential, incidental, special, punitive, or other indirect damages, including any lost profits or opportunities or lost data, arising from your use of the Member Services and Mentor Service or other materials on, accessed through or downloaded from the Member Services and Mentor Service, whether based on warranty, contract, tort, or any other legal theory, and whether or not Mentor or POL has been advised of the possibility of these damages. Notwithstanding the foregoing, in the event the Mentor or POL is found to be liable for losses, Mentor or POL shall not be liable to Member for more than the amount Member has paid to us in accordance with these Terms in the three (3) months immediately preceding the date on which you first assert a claim. The limitations and disclaimers in these Terms do not purport to limit liability or alter rights that cannot be excluded under applicable law. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above disclaimers and limitations may not apply to you. In these jurisdictions, Mentor’s or POL’s liability will be limited to the greatest extent permitted by law.

15. Miscellaneous

(a) Excepting the arbitration provisions in the Terms, which are governed by DIFC-LCIA Arbitration Centre in Dubai, this Agreement will be governed by United Arab Emirates Law, and all disputes will be heard only in Dubai International Financial Center (DIFC) Courts, Dubai, United Arab Emirates. Any legal fees and expenses relating thereto will be awarded to the successful party;

(b) This Agreement, together with any CCC rules or policies (including the Terms) referred to herein, represents the complete agreement between Member and POL concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter;

(c) Any notice hereunder must be given in writing by electronic mail to POL at [email protected] (if made by Member to CCC) or to the Member email provided to POL or updated in the Service (if made by CCC to Member);

(d) This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties;

(e) The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed, if reasonably possible, only to the extent necessary to make it enforceable;

(f) The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party and do not alter any terms of this Agreement; and

(g) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement.