MEMBERSHIP AGREEMENT AND CODE OF CONDUCT
AI Human Connection LLC | DRAFT for Attorney Review
This Membership Agreement and Code of Conduct (this "Agreement") is entered into by and between AI Human Connection LLC, a Delaware limited liability company (the "Company," "we," "us," or "our"), and the individual who registers for and maintains a membership on the Platform (the "Member," "you," or "your"). This Agreement is effective as of the date the Member accepts it electronically by completing registration (the "Effective Date").
Recitals
A. The Company operates a subscription-based professional-networking and referral platform (the "Platform") that uses artificial intelligence ("AI") to match members with other members, including potential customers, referral partners, and connectors, and with vendor or sponsor offers.
B. Members complete an intake questionnaire, participate in daily live online meetings, and may earn a referral fee for introducing new paying members under a separate Referral Fee Agreement.
C. The Member wishes to become a member of the Platform, and the Company is willing to provide membership, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:
1. Membership and Billing
1.1 Membership Fee; Automatic Renewal and Recurring Charge. Membership is a subscription that costs $19.99 per month (the "Membership Fee"), with no annual commitment required. THIS IS A RECURRING SUBSCRIPTION THAT AUTOMATICALLY RENEWS EACH MONTH, AND THE MEMBERSHIP FEE WILL BE CHARGED AUTOMATICALLY TO THE MEMBER'S PAYMENT METHOD EVERY MONTH UNTIL THE MEMBER CANCELS. By providing a payment method and completing registration, the Member authorizes the Company and its third-party payment processor to automatically charge the Membership Fee to the Member's payment method on file each month, on a recurring basis, without obtaining further authorization from the Member and without providing separate notice before each individual charge, and to continue charging month after month until the Member cancels in accordance with Section 1.6. The Member acknowledges and understands that these monthly charges will continue to recur for as long as the membership remains active, and that it is the Member's responsibility — not the Company's — to cancel if the Member no longer wishes to be charged. The Member agrees to keep the payment method on file current and valid.
1.2 Billing Date. The monthly fee is charged to the payment method on file on the Member's sign-up anniversary date each month (for example, a Member who joins on the 10th is billed on the 10th of each month), and not on a fixed calendar date.
1.3 Active Status. Membership and participation in the referral program are active only while payment is current.
1.4 Late or Missed Payment. If a monthly payment fails, the Member has a fifteen (15) day grace period from the billing date to bring the account current with no penalty. If the balance remains unpaid thirty (30) days after the billing date, the account will be restricted and access suspended. To reactivate a restricted account, the Member must pay a one-time reactivation fee of $25.00 plus the outstanding balance.
1.5 Price Changes. The Company may change the membership fee upon thirty (30) days' prior notice to the Member.
1.6 Cancellation. The Member may cancel at any time, effective at the end of the month already paid for. No refunds are provided for partial months. The Member may cancel online, at any time, directly from the Member's profile, without having to call, chat, or complete any additional steps designed to discourage or delay cancellation; cancellation is processed promptly upon the Member's request.
1.7 After Cancellation. Following cancellation, the Member's profile is retained in deactivated form so that the Member may rejoin easily, and is deleted upon the Member's request.
1.8 Acknowledgment and Reminders. Before the Member is first charged, the Company discloses the recurring nature of the charge and obtains the Member's separate acknowledgment of the recurring charge at the point where the Member provides payment information. The Company provides the Member with confirmation of the membership terms — including the recurring price, the monthly billing frequency, and how to cancel — in a form the Member can retain, and will send the Member periodic reminders of the recurring membership and how to cancel where, and as often as, required by applicable law.
1.9 Promotional Offers. From time to time, the Company may offer promotions, discounts, credits, bonuses, or other incentives that provide a financial benefit to members, including to members who refer others. Any such offer is optional, is governed by the specific terms the Company communicates for that offer at the time it is made, and may be limited in time, modified, or discontinued by the Company at any time, except as those specific terms or applicable law provide. A promotional offer does not change the terms of this Agreement except as expressly stated in the offer.
2. Member Representations and Consent
2.1 Honest Participation. The Member agrees to answer the intake questionnaire honestly and as themselves.
2.2 Consent to AI Analysis. The Member consents to their questionnaire answers, introduction video, and live-meeting participation being analyzed by AI to build and maintain the Member's matching profile.
2.3 Use of Member Information. The Member's information is used to connect the Member with (a) other members for business, referrals, and networking; and (b) relevant vendor or sponsor offers. For offers under clause (b), the vendor does not receive the Member's name or personal information; the matching is performed by the Platform on the back end.
2.4 Referral Disclosure. The Member acknowledges being informed at signup that the member who referred them may earn a referral fee, and that the same earning opportunity is open to every member.
2.5 Eligibility. The Member represents and warrants that the Member is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement. The Platform is intended solely for adults, and membership is not available to, and may not be used by, anyone under eighteen (18) years of age.
3. Intellectual Property and Content License
3.1 Company Intellectual Property. All intellectual property and proprietary materials relating to the Platform are and remain the sole and exclusive property of the Company, including the Platform software and source code, matching and recommendation algorithms, artificial-intelligence and machine-learning models, databases, trademarks, service marks, trade names, trade secrets, know-how, and all user-interface and graphic designs. Nothing in this Agreement, and no use of the Platform, grants the Member any ownership of or license to the Company's intellectual property, except the limited right to use the Platform as expressly permitted in this Agreement.
3.2 License to Member Content. The Member may submit or generate content on the Platform, including introduction videos, photographs, questionnaire responses, messages, and participation in recorded live meetings ("Member Content"). As between the parties, the Member retains ownership of the Member Content the Member creates. The Member grants the Company a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to host, store, use, reproduce, modify, adapt, translate, create derivative works from, publicly display, distribute, transcribe, and analyze the Member Content for the purposes of operating, providing, promoting, and improving the Platform and the Company's products and services, including training and improving the Company's artificial-intelligence and matching models. This license survives termination of the Member's membership with respect to Member Content already created and to recordings of live meetings in which the Member participated.
4. Privacy and Data Protection
4.1 Privacy Policy. The Company's collection, use, storage, processing, sale, and disclosure of Member information, including personal data, questionnaire responses, video recordings, and live-meeting transcriptions, are governed by the Company's Privacy Policy, which is incorporated into this Agreement by reference and available at https://aihumanconnection.ai/legal/privacy-policy. By using the Platform, the Member acknowledges and agrees to the Privacy Policy. In the event of a conflict between this Agreement and the Privacy Policy regarding the handling of personal data, the Privacy Policy controls.
4.2 Data Security. The Company implements commercially reasonable administrative, technical, and physical safeguards designed to protect Member information. However, no method of transmission or storage is completely secure, and the Company does not and cannot guarantee the absolute security of Member information, personal data, or recordings. The Member provides information and content at the Member's own risk.
4.3 Advertising; Sale of Personal Information. Separately from, and in addition to, the back-end vendor and sponsor matching described in Section 2.3 (in which the vendor does not receive the Member's name or personal information), and as further described in the Privacy Policy, the Member acknowledges and agrees that the Company may sell or share certain personal information — such as the Member's contact and profile information — with advertising partners for advertising purposes. The Company does not sell, lease, trade, or otherwise profit from the Member's Biometric Data, and does not sell the Member's sensitive personal information except to the extent permitted by applicable law and the Privacy Policy. The Member may exercise the opt-out rights and other privacy choices described in the Privacy Policy.
5. Artificial Intelligence and Biometric Data
5.1 Automated Matching; No Guarantee of Results. The Platform uses automated systems and artificial intelligence to build Member profiles and to suggest matches and connections. These systems are automated and may contain errors, biases, or inaccuracies, and results may vary. The Company does not warrant that any match, profile, recommendation, or connection will be accurate, compatible, satisfactory, or suitable, and the Company is not liable for any unsatisfactory, incompatible, or incorrect matches, profiles, or connections generated by its systems. Matching and profiling are provided on an "as is" basis.
5.2 Consent to Voice and Facial (Biometric) Data. The Member understands that the Platform records live meetings and may process the Member's video and audio, which can include analysis of facial geometry and voiceprints ("Biometric Data"). To the extent the Company's systems collect or analyze Biometric Data, the Member expressly consents to such collection, storage, use, and processing for the purposes described in this Agreement and the Privacy Policy. The Company does not sell, lease, trade, or otherwise profit from Biometric Data, and it maintains a written retention-and-destruction schedule for Biometric Data as described in the Privacy Policy.
6. Code of Conduct
6.1 Members are expected to treat one another with respect regardless of differences in values, beliefs, religion, or politics; to engage with one another in good faith; and to use the connections and referrals made through the Platform to grow their business. Openly promoting the members one connects with is encouraged.
7. Prohibited Conduct
7.1 The following conduct is prohibited and may result in warning, suspension, or removal without refund:
(a) sexual harassment (zero tolerance), or harassment, discrimination, or abuse of another member;
(b) misrepresentation of who the Member is or what the Member does;
(c) copying the Platform's business concept, matching method, or techniques to build a competing product;
(d) fraud, scams, or illegal activity, or threats or violence;
(e) gaming the referral or attribution system, or hacking, scraping, or abusing the Platform or its AI; and
(f) downloading, sharing, or misusing another member's introduction video or personal information outside the Platform.
8. Enforcement
8.1 Grounds and Process. Grounds for suspension or removal include non-payment or any violation of the Code of Conduct or the prohibited-conduct provisions. For lesser issues, the process is a warning, then temporary suspension, then removal. Serious violations, including harassment, threats, fraud, or hacking, may result in immediate suspension or removal.
8.2 Immediate Freeze. The Company reserves the right to freeze an account immediately, pausing the Member's access to the network and live meetings, while it reviews a possible removal, or if it determines the Member is not a good fit for the community. While an account is frozen, no membership payment is charged, and billing is paused for the duration of the freeze.
8.3 Appeals. To appeal a freeze, suspension, or removal, a Member must submit a written appeal by registered mail to the Company at AI Human Connection LLC, 3911 Concord Pike, #8030 SMB 116443, Wilmington, Delaware 19803, so that the appeal is reliably received and on record; the Member may also send a copy by email to appeals@aihumanconnection.ai. Removal for cause forfeits the remainder of the current paid month with no refund.
9. Live Meetings
9.1 Attendance at live meetings is not required but is incentivized, in that members who attend more are ranked higher in matching. Live meetings are recorded and transcribed so that the AI can keep each member's profile current. The Member consents to such recording and transcription at signup.
10. Limitation of Liability; Disclaimers
10.1 The Company provides a platform to facilitate introductions and connections between members. The Company does not guarantee any particular business outcome, referral, revenue, or result, and is not responsible for the conduct, statements, or performance of any member. THE PLATFORM AND ITS SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO A MEMBER'S MEMBERSHIP OR USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL FEES THE MEMBER PAID TO THE COMPANY IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, AND THE COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
11. Force Majeure
11.1 The Company is not liable for any delay, interruption, or failure to provide the Platform or services caused by events beyond its reasonable control, including internet or telecommunications failures, cloud-hosting or third-party service outages, power failures, natural disasters, epidemics or pandemics, labor disputes, acts of government, or other events of force majeure.
12. Governing Law; Dispute Resolution
12.1 Governing Law. The Company is a limited liability company registered in the State of Delaware. This Agreement, and any dispute arising out of it or out of a Member's use of the Platform, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
12.2 Binding Arbitration. Any dispute that cannot first be resolved informally will be settled by binding arbitration seated in Delaware, administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect, before a single arbitrator. The allocation of filing, administrative, and arbitrator fees is governed by the AAA Consumer Arbitration Rules, which cap the consumer's share and place the remainder on the Company; each party otherwise bears its own attorneys' fees unless a statute or the arbitrator provides otherwise.
12.3 Class-Action Waiver. To the fullest extent permitted by law, all disputes must be brought in the parties' individual capacities and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding.
12.4 Carve-Out for Equitable Relief. Notwithstanding the arbitration requirement, either party may bring an action in a court of competent jurisdiction for a temporary restraining order, preliminary or permanent injunction, or other equitable relief, including to protect intellectual property or to stop unauthorized access, hacking, scraping, or misuse of the Platform, without waiving the arbitration requirement for other claims.
12.5 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
12.6 No Mass Arbitration; Coordinated Filings. If twenty-five (25) or more similar arbitration demands are filed by, or with the coordination or assistance of, the same or coordinated counsel, the demands will be administered together as a single coordinated proceeding using a batching or bellwether process, in which a limited number of representative cases are arbitrated first and their outcomes guide resolution of the remaining cases, and filing and arbitrator fees and arbitrator appointments will be handled on that batched basis rather than case-by-case, consistent with the AAA mass-arbitration rules then in effect.
12.7 Small-Claims Option. Notwithstanding the agreement to arbitrate, either party may instead bring a qualifying dispute in a small-claims court that has jurisdiction, so long as the matter remains in that court and proceeds only on an individual (non-class) basis.
For counsel: please recommend the arbitration administrator (AAA or JAMS), the number of arbitrators, and the allocation of arbitration costs in Section 12.2; the Company defers to your recommendation.
13. Assignment; Change of Control
13.1 The Company may assign this Agreement and transfer its rights and obligations, including member accounts and member data, to a successor in connection with a merger, acquisition, sale of assets, financing, or other change of control. Members will be notified of any such transfer as required by law.
14. General
14.1 Entire Agreement. This Agreement, together with the Referral Fee Agreement (where applicable), the Privacy Policy, and any other policies referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings.
14.2 Amendment. The Company may modify this Agreement upon thirty (30) days' prior notice; a Member's continued use of the Platform after the notice period constitutes acceptance of the modified terms.
14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.
14.4 Notices. Notices to the Company shall be sent to AI Human Connection LLC, 3911 Concord Pike, #8030 SMB 116443, Wilmington, Delaware 19803; notices to the Member shall be sent to the email address on file for the Member's account.
14.5 Rule of Construction; Joint Drafting. This Agreement is deemed to have been drafted jointly by the parties. Any ambiguity will not be construed against any party on the basis of authorship, and no rule of strict construction will be applied against the Company.
15. Electronic Acceptance and Signature
15.1 This Agreement is executed electronically; no handwritten signature is required. During registration, the Member accepts this Agreement by (a) checking a box confirming that the Member has read and understood this Agreement; (b) checking a box confirming that the Member agrees to be bound by this Agreement, including the Code of Conduct, the Limitation of Liability in Section 10, and the agreement to resolve disputes by binding arbitration in Section 12; and (c) typing the Member's full legal name in the signature field, which serves as the Member's electronic signature.
15.2 By completing these steps, the Member adopts the typed name as their electronic signature and agrees that it has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law. The Company's platform records the date and time of acceptance, together with information identifying the Member's account, as evidence of execution.
Electronic acceptance (completed at registration):
[ ] I have read and understood this Membership Agreement and Code of Conduct.
[ ] I agree to be bound by this Agreement, including the binding-arbitration provision in Section 12.
Electronic signature (type full legal name): ___________________________________
Date and time: automatically recorded by the platform.