Membership Agreement

In consideration of the recitals and mutual covenants set forth in this Agreement, REC Philly and Member agree as follows:

  1. Membership Type / Privileges.   The level and nature of the services, available discounts and benefits provided by REC Philly to Member during the Term (defined below) are determined by the Membership Type selected by Member (the “Membership Type”).  Prior to signing this Agreement, Member shall select the desired Membership Type below.  The services, discounts and benefits associated with each Membership Type are fully described on Schedule A attached hereto or as otherwise mutually agreed to by the parties in writing (collectively, the “Privileges”)

    1. Tier Two ($120 one-time fee (3 months) or $180 one-time fee (6 months))

    2. Tier Three ($240 one-time fee (3 months) or $420 one-time fee(6 months))

    3. Member understands that Membership is a 3 or 6-month agreement and automatically renews for consecutive three (3) or six (6) month terms if not terminated.

  2. Fees and Dues

    1. Tier Two & Tier Three (Monthly) Membership Fees.  To establish membership in REC Philly’s Tier Two or Tier 3 Membership Program, Member shall pay a monthly membership fee of $40/month, the first payment of which shall be made at the time this Agreement is signed by Member (“Monthly Membership Dues”).  All Tier Two and Tier 3 members must provide Electronic Funds Transfer information required below. In the event REC Philly is unable to collect payment electronically, Member will be notified and payment must be made by other means, no later than the 20th day of the month in order to maintain membership Privileges. If Member changes financial institutions, he/she agrees to provide REC Philly in writing all information needed for the replacement automatic withdrawal at least ten (10) days before the effective date of the change.  As reflected above, Member agrees to a membership Term of six (6) (and potential renewal terms) and acknowledges that the automatic withdrawals (payments) will continue for that period unless Member terminates their membership as permitted in this Agreement or Member converts to another manner of payment with the consent of REC Philly.

    2. Alliance Partner Fees/Charges.  During the Term, should Member elect to utilize services provided by REC Philly’s Alliance Partners (“Partner Services”), applicable rates for services provided will initially be billed by the Alliance Partner to REC Philly.  In turn, REC Philly shall bill the Member for all services received during each month of the Term and may collect the fees for services electronically at the same time Monthly Membership Dues are collected or, for Tier Two and Tier 3 Members, on the first of every month that Partner Services are utilized.  A current list of Alliance Partners, Partner Services and the discounted rates applicable to REC Philly’s membership is attached as Schedule B hereto.  While REC Philly will assist in facilitating payment to Alliance Partners for services requested by Member, Member acknowledges and agrees that he/she is ultimately responsible for payment of all Partner Services requested.  During the Term hereof, Member shall not directly negotiate rates, prices or payments with REC Philly’s Alliance Partners as all invoicing/billing must be processed through REC Philly.

  3. Use of RECroom / Rules.  During the Term, Member may have access to the RECroom if the Membership Type selected permits Member to do so.  Member acknowledges and agrees that they must comply with all House Rules which REC Philly imposes generally on users of the RECroom.  The House Rules may vary from time to time and may be changed by REC Philly, in its sole discretion, with or without notice.  House Rules will be available at Philly..com and are attached as Schedule C to this Agreement.

  4. Name and Likeness.   During the Term of this Agreement, Member grants REC Philly the non-exclusive right to use the Member’s name, professional name, approved photographs, approved likeness of and approved biographical material concerning Member for use by REC Philly solely in connection with the development, marketing and promotion of Member’s talents.  The parties may include the other party’s name, image and profile in various promotional materials, including, but not limited to, on the parties’ respective websites.

  5. Termination.

    1. EITHER party may terminate this Agreement for any reason. If agreement is terminated from Member, there will be a cancellation penalty of $90 automatically applied to Member’s account.

    2. Either party may terminate this Agreement in the event the other party (i) breaches any of the material terms and conditions of this Agreement and (ii) fails to cure completely any such breach within thirty (30) calendar days of written notice outlining the alleged breach.

    3. Sections 6, 7, 10 and 12 of this Agreement shall survive the termination of this Agreement for any reason.

  6. Default / Remedies.   If any payment due to REC Philly is made more than ten (10) days after the due date, Member shall be subject to a late charge of the greater of twenty percent (20%) of the amount due, for the added administrative costs associated with same. Any payment that remains unpaid for thirty (30) days shall entitle REC Philly to terminate this Agreement, to suspend some or all membership Privileges, and/or to take other actions permitted by law or in equity.  Closing of account, insufficient funds or any other action which prevents the automatic charge for Member’s Monthly Membership Dues and Partner Services, if applicable, will be a material breach of this Agreement.  Member agrees to pay reasonable attorney fees, legal expenses, and other lawful collection costs and expenses of collection incurred after a material breach of this Agreement.

  7. Non-Exclusive Services.  During the term of this Agreement, REC Philly shall devote such time, energy and skill as reasonably necessary for the performance of its duties under this Agreement.  The parties recognize and agree that REC Philly’s services and Privileges will be non-exclusive in that REC Philly may provide the same or similar services to other third parties.

  8. No Guarantee of Results.  Member acknowledges and agrees that REC Philly cannot guarantee that Member’s entertainment career goals will be met.  REC Philly makes no representation as to the commercial utility of its advice, recommendations or Privileges.  Member shall be solely responsible for making all decisions and taking actions related to their career or business, including compliance with all applicable laws and regulations, and Member hereby waives and covenants not to sue REC Philly or its employees, agents, contractors, or other representatives for any claim related to such matters.

  9. Limitation of Liability.  Neither party shall be liable to the other for indirect, incidental, consequential, or special damages, including but not limited to lost profits arising from or related to any breach of this Agreement, regardless of any notice of the possibility of such damages.

  10. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of the Member, nor shall this Agreement grant REC Philly  any rights in or to Member’s master recordings or Confidential Information, except the limited right to use the Confidential Information as provided herein.

  11. Assignment of Intellectual Property. To the extent that REC Philly jointly or solely conceives, develops or reduces to practice any new inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws or other intellectual property which would be deemed to be Confidential Information of the Member (collectively, “Intellectual Property”) which clearly relates to the Member’s entertainment career or business or technology and has been created by REC Philly solely in the course of providing the Privileges such as in correspondence, e-mails, meetings or meetings relating to the Member, REC Philly hereby acknowledges that it is “work made for hire” for the benefit of the Member and hereby assigns all rights, and interest to such Intellectual Property to Member.titles

  12. No Third-Party Rights.  None of the provisions of this Agreement or any of the Schedules attached hereto shall be for the benefit of or enforceable by any third party, including, without limitation, any creditor of either party.

  13. Amendments and Waivers.  The provisions of this Agreement may be modified or amended only by a written agreement entered into and signed by the parties to this Agreement, and may be waived only by a written waiver signed by the parties.  No waiver, modification or amendments shall extend or affect any obligation not expressly waived, modified or amended, or impair any right related to such obligation.

  14. Entire Agreement.  This Agreement and Schedules A, B and C constitute the entire agreement between REC Philly and Member, and there are no other agreements, promises, representations or warranties made or given in connection with any of the foregoing or concerning the subject matter of any of the foregoing that are not contained herein or therein.

  15. Relationship of Parties.  Neither party is, nor shall be deemed to be, an employee, agent, partner, member or legal representative of the other party for any purpose.  Neither party shall be entitled to enter into any contracts in the name of or on behalf of the other party, nor shall either party be entitled to pledge the credit of the other party in any way or hold themselves out as having the authority to do so.

  16. Invalidity.  If any provision of this Agreement shall for any reason by held to be invalid or unenforceable, any such invalidity or unenforceability shall not affect any other provision hereof or thereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein or therein.

  17. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective affiliates, parents, subsidiaries, divisions and all other related entities, and their directors, officers, agents, employees, representatives, servants, attorneys, predecessors, successors and assigns.

  18. Governing Law.  The Agreement shall be governed by, and construed and enforced (as to both validity and performance) in accordance with, the laws of the Commonwealth of Pennsylvania.

  19. Counterparts.  The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.  This Agreement may be executed and delivered via electronic mail or facsimile transmission with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.

IN WITNESS WHEREOF, the parties have read and agree to be bound by the above terms and conditions and have entered into this Agreement effective as of the Effective Date set forth above.


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