TERMS AND CONDITIONS

As of January 2022

1. MEMBERSHIP RIGHTS AND OBLIGATIONS

1.1 Compliance with Terms and Conditions. Member, including its employees, officers and directors, agrees to abide by these Terms and Conditions of the Membership Agreement. RHLLC may change the Terms and Conditions at any time and once a notice of changes is posted to RHLLC website Member’s continued participation in the membership shall be considered acceptance of such changes. Failure to comply with RHLLC Terms and Conditions may result in the suspension or termination of membership, as provided in Provision 4., 4.2, 4.2.2, in the sole and absolute discretion of RHLLC.

1.2 Member Application Registration and Information. Member shall fill in accurate and correct information requested in the Member Application Registration form on the RHLLC website. Member shall be required to promptly update the Member information, as and when changes to Member information occur. Member shall select a username and password during the Member Application Registration process. Member shall be responsible for: (i) all use of the RHLLC website and accesses by way of the Member portal made available by use of the Member username and password, (ii) maintaining the confidentiality of the Member username and password.

1.3 Member Network. RHLLC memberships include access by way of the Member portal to a private directory that may include Member executive level contacts that have opted to offer discussion time on DEIS strategies or processes. The availability of the contact is not a set requirement and is not guaranteed by RHLLC.

1.4 Use of Member Name and Logo. Unless otherwise agreed, RHLLC may use Member’s company name and logo anywhere where, and in a consistent manner as, similar Member’s names and logos are displayed. Any use of Member's logo shall be subject to the then current logo and trademark usage guidelines of Member. RHLLC may decline to display Member’s company logo if it, in its sole discretion, determines that it cannot reasonably meet the requirements of Member’s logo and trademark usage guidelines.

1.5 Use of RHLLC Names, Logos, and Trademarks. Member agrees to comply with the then current RHLLC Member Badge Usage Terms & Conditions and the Business Member Brand Guidelines in its use of any RHLLC names, logos, or trademarks.

1.6 Privacy. RHLLC shall not sell or rent Member personal information to third parties without Member explicit consent. RHLLC shall store and process Member information securely. RHLLC is permitted to access and modify Member information as needed.

1.7 Third-Party Services and Resources. Certain Membership Program services or resources may be provided in connection with third-party websites, services, content, and/or materials. RHLLC does not control any third-party services or resources. Unless otherwise agreed or specified in writing, (i) RHLLC makes no claim or representation regarding the third-party services or resources and accepts no responsibility for, the quality, content, nature, or reliability of third-party services or resources accessible from RHLLC website or any other element of the Membership Programs; (ii) RHLLC has no implied affiliation, endorsement, or adoption by RHLLC of these third-party services or resources; (iii) and RHLLC shall not be responsible for any content provided on or through these third-party services or resources.

1.8 Restrictions. Member is prohibited from, and expressly agrees that Member will not, without RHLLC express written permission, (i) circumvent or disable any content protection system used; (ii) remove identification, copyright, or other proprietary notices; (iii) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any RHLLC proprietary information or any part thereof; (iv) introduce a virus or other harmful component, or otherwise tamper with, impair, or cause damage, or interfere with any Member or participating third-party; (v) sell, resell, or make commercial use of any RHLLC proprietary information or any part thereof; by any automated means or manual process, within the RHLLC website, accesses by way of Member portal, or any Membership Program services or resources.

2. MEMBERSHIP PROGRAMS

2.1 Multiple Programs. There shall be multiple membership programs as specified on the RHLLC website and within the Member Agreement.

3. MEMBERSHIP FEE

3.1 Annual Fee. Member agrees to abide by the requirements to pay the annual Membership Fee established for the Membership Program, if any, as set forth in the Membership Agreement, as may be amended from time to time. Fees are yearly and initial payment is required upon signing the Membership Agreement, to activate the membership, and upon the renewal date, as detailed in the Membership Agreement. RHLLC will bill Member for the annual fee at the time of renewal.

4. TERM, TERMINATION AND SUSPENSION

4.1 Term. The term of the Membership Agreement shall begin on the Effective Date and shall continue indefinitely with annual renewals until terminated by either Party, subject to the rights of termination set forth in Section 4.2 of these Terms and Conditions.

4.2 Termination and Suspension. Member may terminate its membership or be removed there from in accordance with the following. Upon termination of Member’s membership, the Membership Agreement shall terminate. End of membership by either Party, either at the end of the membership period, or by termination, or suspension notice issued by RHLLC at any time following the execution of the Membership Agreement, or by a termination notice issued by Member, does not constitute any right of full or partial refund of membership fees.

4.3 The membership is terminated if the membership period has ended and Member has not renewed membership; the membership will be suspended if membership fees are not paid in a timely manner, and then terminated if fees are not paid in accordance with payment terms.

4.4 In the sole and absolute discretion of RHLLC, RHLLC will suspend or terminate the membership if Member violates the Terms and Conditions, or if, at any time prior to or subsequent to the Effective Date of the Membership Agreement, Member engages in conduct seriously prejudicial to the purposes and interests of RHLLC, harms the interests of RHLLC significantly, or acts in a way that is in contradiction with RHLLC aims and nature, and fails to correct the breach within thirty (30) days of notice from RHLLC.

4.5 Member has the right to terminate the membership before the formal end of the membership period by providing a written notice to RHLLC.

4.6 The Membership will terminate upon the liquidation, dissolution or discontinuance of RHLLC by RHLLC in any manner, or the filling of any petition by or against RHLLC under federal or state bankruptcy or insolvency laws.

4.7 Survival. In the event of termination under Section 4.2, the following shall survive and remain in effect: Sections 1.4, 4, and 5. In addition, Member shall be obligated to pay all costs, expenses and fees that accrued prior to the effective date of termination.

5. GENERAL

5.1 No Warranty. EACH PARTY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL SERVICES AND INFORMATION PROVIDED TO OR BY RHLLC UNDER THESE TERMS AND CONDITIONS OR THE MEMBERSHIP AGREEMENT IS PROVIDED "AS IS" WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND RHLLC AND MEMBER EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH SERVICES AND INFORMATION.

5.2 Limitation of Liability. IN NO EVENT WILL EITHER RHLLC OR MEMBER BE LIABLE TO EACH OTHER OR TO ANY OTHER MEMBER OR THIRD PARTY UNDER THESE TERMS AND CONDITIONS OR THE MEMBERSHIP AGREEMENT FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. EXCEPT FOR MEMBER'S FEES COMMITMENT, OR IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR WHERE REQUIRED BY APPLICABLE LAW, OR AS OTHERWISE AGREED IN WRITING, THE AGGREGATE LIABILITY OF RHLLC TO MEMBER AND TO OTHER PARTIES, AND OF MEMBER TO RHLLC, TO OTHER RHLLC MEMBERS OR TO OTHER PARTIES, SHALL NOT EXCEED THE PAST TWELVE (12) MONTHS' MEMBERSHIP FEES PAID BY THE MEMBER TO RHLLC.

5.3 Indemnification. Member agrees to defend and indemnify RHLLC and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Member's use or misuse of the Membership Program or other related activities, Member's breach of these Terms and Conditions or the Membership Agreement, or Member's conduct or actions. Member agrees that RHLLC shall be able to select its own legal counsel.

5.4 Release. If Member has a dispute with one or more other Members, then Member shall release RHLLC (and, if applicable, its officers, directors, agents, subsidiaries, joint ventures and employees or any affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

5.5 Compliance with Laws. Members are expected to comply with all applicable laws and regulations. Anything contained in these Terms and Conditions and the Membership Agreement to the contrary notwithstanding, the obligations of RHLLC and Member shall be subject to all laws, present and future, of any government having jurisdiction over RHLLC and Member. It is the intention of RHLLC and Member that these Terms and Conditions and the Membership Agreement and all referenced documents shall comply with all applicable laws and regulations.