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HTO General Terms and Policies (the “Agreement”)

The following agreement sets forth the general terms and policies of Harford Trade Organization, LLC (“HTO”) that you have acknowledged and agreed to upon submitting your application to HTO:

1. Application to Become a Member of HTO. Your membership to join an HTO Chapter is conditioned upon HTO’s acceptance of your application form (in HTO’s sole discretion). Prospective members shall complete the application form on the website and if accepted, the member will have access to HTO’s services. Upon HTO’s acceptance of your application, you will become a member of HTO (“Member”). Discretion for category selection is at the sole discretion of HTO.

2. Services that HTO Provides. HTO shall at its sole discretion, and subject to this Agreement, provide the following services to the Member:
a. Regular e-mail communication promoting events and the opportunity to attend events;
b. The opportunity to meet and network with other business owners; and
c. The opportunity to promote your business.

3. Contract Term and Payments. HTO membership is for an initial term of twelve (12) months from the date the membership fee is paid. The term shall automatically renew for additional one (1) year renewal terms unless and until terminated by the Member by providing thirty (30) days' written notice to HTO at any time prior to the term expiring. The membership fee must be paid by credit card and member understands and agrees that his/her/its membership fee will be automatically withdrawn from their credit card for each renewal of the term. Member also understands and agrees that Member’s membership fee provides access to only one HTO Chapter that the Member applied to.

4. Member’s Representations and Warranties.
a. E-mail Marketing. All HTO membership lists are for the purpose of providing referrals only. Before sending any other communication or including the contract information in mass-mailings, Member must obtain each individual’s consent.
b. Professional Behavior. As a Member of HTO, the Member agrees to conduct him/herself in a professional and business-like manner and treat all members with respect.
c. Photographs. Member understands and agrees that HTO may use photographs or videos taken during events (which may feature the Member) for marketing and commercial purposes, including distribution on social media, websites and other promotional materials.
d. Code of Ethics. Member understands and agrees to HTO’s Code of Ethics which may be updated from time to time on HTO’s website.

5. Indemnity. Member agrees to indemnify, defend and hold harmless HTO and its parent, subsidiaries, licensees, and affiliates, and each of their respective officers, directors, employees and agents from and against any and all claims, demands, suits, actions, proceedings, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach by Member of this Agreement.

6. LIMITATION OF LIABILITY. IN NO EVENT SHALL HTO NOR ANY OF ITS OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO THE MEMBER IN CONTRACT, TORT OR OTHER CAUSE OF ACTION OF ANY NATURE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE OR LOST REVENUE, WHETHER OR NOT EITHER PARTY WAS ADVISED, SHOULD HAVE KNOWN OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR EXPENSE, ARISING OUT OF OR IN CONNECTION WITH ANY ACT OR OMISSION OF SUCH PARTY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. HTO’S TOTAL LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE SUM TOTAL OF THE MEMBERSHIP FEE PAID BY THE MEMBER TO HTO HEREUNDER.

7. Revocation of HTO Membership. HTO, in its sole discretion, has the authority to revoke a Member’s membership or open a Member’s classification for failure to comply with this Agreement, or for failure to comply with the code of ethics and HTO will not provide a refund of the membership fees paid.

8. General.
a. Notice. Notice shall be sufficient if sent by registered mail (return receipt requested), delivered by hand, or by overnight courier (signature required), charges prepaid, to the parties at the names and addresses stated above (unless written notice is otherwise provided by the applicable party). Unless otherwise specified herein, the date of such notice shall be determined as of the date of the postmark, or date of receipt if delivered by hand.
b. No Third Party Beneficiaries; Independent Contractors. No person or entity not a party to this Agreement shall be deemed to be a third-party beneficiary hereunder or entitled to any rights herein. Nothing contained herein will be deemed to create a relationship of partnership, joint venture, employment or agency between the parties hereto, and neither party shall have the power to obligate or bind the other party in any manner whatsoever.
c. Assignment. HTO may assign this Agreement to any affiliated, subsidiary or controlling corporation, or to any person owning or acquiring a substantial portion of the stock or assets of HTO. A Member may not assign this Agreement or any of your rights hereunder and any such purported assignment shall be void.
d. Severability. If a court of competent jurisdiction declares any provision hereof invalid, it will be ineffective only to the extent of such invalidity, so that the remainder of the provision and this Agreement will continue in full force and effect.
e. Waiver. A waiver by any party to this Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Agreement.
f. Governing Law. This Agreement is governed by the construed in accordance with the laws of Maryland and the courts of Maryland shall have exclusive jurisdiction concerning any claim arising out of or in connection with this Agreement.
g. Entire Agreement/Modification/Survival. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, or negotiations. Member understands and agrees that this Agreement may be modified by HTO from time to time and such modified Agreement will be posted on its website that Member shall periodically review. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Sections 3, 4, 5, 6 and 7 shall survive the termination or expiration of this Agreement.

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