Purpose Factory Membership Agreement

PURPOSE FACTORY MEMBERSHIP AGREEMENT

Last Updated: January 7, 2024

This Purpose Factory Membership Agreement (“Agreement”) governs your participation as a member (“Member”) in any Purpose Factory group, program, or offering.

By enrolling in a Purpose Factory group or coaching services and checking the box indicating acceptance of this Agreement, you acknowledge that you have read, understand, and agree to be legally bound by its terms.

1. Purpose Factory & Nature of the Relationship

Purpose Factory, Inc. (“Purpose Factory,” “PF,” “we,” or “us”) operates a values-driven leadership and business-group platform providing facilitated group discussions, curriculum, events, and community.

Membership in Purpose Factory is advisory and educational in nature.

Purpose Factory does not provide legal, tax, accounting, investment, medical, or mental-health advice.

You remain solely responsible for all decisions made in your business, personal life, and leadership.

No partnership, fiduciary, employment, agency, or joint-venture relationship is created by this Agreement.

2. Membership Term, Fees & Billing

Membership fees are billed monthly, 30 days in advance, unless otherwise agreed in writing.

Your billing date will be the same calendar day of each month as your original enrollment date.

Membership continues on a month-to-month basis unless cancelled in accordance with this Agreement.

All fees are non-refundable, including but not limited to missed meetings, unused time, or early termination.

3. Cancellation & Termination

3.1 Member & Client Cancellation

Members and clients may cancel membership with ninety (90) days’ written notice.

Written notice must be delivered via email or another official channel designated by Purpose Factory.

Billing will continue during the 90-day notice period.

3.2 Termination by Purpose Factory

Purpose Factory reserves the right to suspend or terminate a Member immediately if the Member:

Breaches confidentiality

Engages in unethical, disruptive, or disrespectful behavior

Harms the integrity, trust, or culture of the group

Fails to meet financial obligations

Termination does not entitle the Member to any refund.

4. Participation Expectations

Members agree to:

Participate respectfully and professionally

Honor the confidentiality of group discussions

Engage in good faith with fellow Members and Mentors

Avoid conduct that undermines trust, safety, or group cohesion

Purpose Factory is not obligated to provide make-up meetings or alternative sessions for missed attendance.

5. Confidentiality

Members acknowledge that Purpose Factory groups involve sensitive personal, business, and leadership discussions.

Members agree to:

Maintain strict confidentiality regarding all group discussions and Member information

Not record meetings without express permission

Not disclose identities, statements, or materials shared within the group

Confidentiality obligations survive termination of membership.

6. Non-Solicitation & Group Integrity

6.1 Non-Solicitation of Members and Mentors

During membership and for twelve (12) months following termination, Members agree not to knowingly:

Solicit other Members or Mentors to leave Purpose Factory

Solicit participation in a competing advisory, coaching, or business-group program

Recruit or hire employees of other Members without prior written consent

6.2 Competing Groups (Aligned Definition)

For purposes of this Agreement, a “Competing Group” means any group-based leadership, mentoring, coaching, or advisory program that would be considered a “Competing Business Group” as defined in the applicable Purpose Factory Mentor Agreement.

This alignment is intentional and designed to preserve consistency across the Purpose Factory platform.

6.3 Preservation of Mentor Obligations (Critical Alignment Clause)

Nothing in this Agreement shall be interpreted or applied in a manner that permits, encourages, or induces a Purpose Factory Mentor to violate any contractual, fiduciary, confidentiality, non-competition, or non-solicitation obligations owed to Purpose Factory.

Members acknowledge that Mentors operate under separate contractual restrictions that govern their conduct both during and after service with Purpose Factory.

6.4 Permitted Commercial Activity

This Agreement does not prohibit:

Voluntary, arm’s-length business transactions entered into independently by both parties

Pre-existing professional relationships

General advertising or non-targeted communications

Nothing in this Agreement restricts a Member’s freedom of choice or independent decision-making.

7. Intellectual Property

All Purpose Factory materials, frameworks, processes, curriculum, recordings, and content (“PF Materials”) are the exclusive intellectual property of Purpose Factory.

Members receive a limited, non-transferable, non-exclusive license to use PF Materials for personal use only.

Members may not reproduce, distribute, or commercialize PF Materials without prior written permission.

8. Assumption of Risk & No Guarantees

Members acknowledge that:

Business and leadership outcomes involve inherent risk

Results vary based on individual circumstances and execution

Purpose Factory makes no guarantees regarding revenue growth, performance, or outcomes

Participation is voluntary and undertaken at the Member’s own risk.

9. Limitation of Liability

To the fullest extent permitted by law:

Purpose Factory’s total liability shall not exceed the total amount paid by the Member in the six (6) months preceding the claim

Purpose Factory shall not be liable for indirect, incidental, consequential, special, or punitive damages

10. Indemnification

Members agree to indemnify and hold harmless Purpose Factory, its officers, directors, employees, contractors, and Mentors from any claims, damages, or liabilities arising from:

The Member’s conduct

Breach of this Agreement

Decisions made based on participation in Purpose Factory

11. Governing Law & Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.

Any legal action shall be brought exclusively in courts located within the State of Delaware, unless otherwise required by applicable arbitration provisions.

12. Electronic Acceptance & Entire Agreement

By checking the acceptance box at enrollment, the Member:

Consents to electronic execution

Acknowledges this Agreement is legally binding

Agrees that this Agreement constitutes the entire agreement between the parties and supersedes all prior understandings

Purpose Factory may update this Agreement periodically. Continued participation following notice of updates constitutes acceptance.