Netcito Member Agreement

Welcome to Netcito, the operator of peer advisory groups for entrepreneurs and innovators.  This Membership Agreement (“Agreement”) is entered into by and between the Member listed above (“you”) and Netcito, LLC (“we”, “us, or “Netcito”) as of the Effective Date and describes the obligations of you, us and other members.  By clicking “I Agree” or otherwise demonstrating your assent of this Agreement, you represent that you have read, understand and agree to be bound these terms.

1. The Netcito Services. Netcito provides logistical, operational and infrastructure services in the operation of peer advisory groups, or what we call circles (each a “Circle”), and related services (the “Services”).  The Services include: (a) convening Circles and providing opportunities for interaction with members of other Circles (collectively, the “Netcito Network”) and (b) providing access to the Netcito intranet (“Community Site” – community.netcito.com) and other websites operated by Netcito (collectively, the “Netcito Sites”), including the ability to access electronic file cabinets, participate in forums and engage in communications with other individuals who have been approved by Netcito and have agreed to be a Netcito member (each a “Member”). Your use of the Netcito Sites is governed by the terms of service of the applicable Netcito Site (“Netcito Site Terms of Service”), each of which is incorporated into this Agreement by reference.  In the event of a conflict between a provision in any Netcito Site Terms of Service and this Agreement, the provision in this Agreement will prevail. We reserve the right to modify the Services at any time.

2.  Your Membership.  In order to join Netcito you must complete the online application available at http://apply.netcito.com.  We will advise you if you have been accepted. Your membership within a Circle and within Netcito is personal to you.  You, and not any company or organization with which you are affiliated, are a party to this Agreement and you may not transfer, assign or sublicense this Agreement or your membership to any other person.  You may join a different Circle if other members of that Circle ask you to join.  You are required to notify us if you join a new or different Circle.

3. Fees.

(a) Membership Fees.  When you register to become a Member, you will be asked to provide your credit card information and billing address. You agree to pay the membership fee set forth on the Netcito Site at the time you register via the payment method you select at the time of registration. You represent the information you provide at registration is true and that you are authorized to use the payment instrument. You agree to promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. We may offer additional programs or services, for example, retreats, seminars or Netcito Network wide meetings for which we may charge additional fees.  You will not receive a refund of any fees if you fail to attend a meeting or if your Circle does not have a meeting in a particular month.  If we terminate your account and your use of the Services for any reason including that you have breached this Agreement, you will not be entitled to a refund of any unused portion of fees or payments (if any). You agree that we may change the membership fee upon written notice to you with the understanding that we will try our best to provide you ninety (90) days notice of any increase.

(b) Membership Fees for Renewal Terms.  As noted below, membership in Netcito will automatically renew unless otherwise terminated.  If your membership is not otherwise terminated, you authorize Netcito to charge your credit card on file at Netcito’s then current fee for the period of any renewal Term.  If Netcito does not receive payment from your payment provider, you agree: (i) to pay all amounts due on your account upon demand and/or (ii) that Netcito may terminate or suspend your membership and continue to attempt to charge your payment provider until payment is received.  Upon receipt of payment your membership will be re-activated retroactive to the date of end of the prior term.

(c)  Taxes. All membership fees are net of any applicable sales or use tax.  If any services, or payments for any goods or services, under this Agreement are subject to sales or use tax in any jurisdiction, you will be responsible for payment of such sales tax.

4. Requirements and Guidelines Regarding Confidential Information.

(a)  Netcito Confidential Information.  In delivering the Services to you, we may provide you with certain non-public information about Netcito that may be designated orally or in writing as confidential, proprietary or a similar designation or that should reasonably be considered the confidential information of Netcito (“Netcito Confidential Information”).  Whether or not marked as Confidential Information, Netcito Confidential Information includes prep sheets, Member lists, training materials, curricula, attendance records, and meeting ratings. You agree not to use the Netcito Confidential Information for any purpose other than as part of your membership and your participation in your Circle or the Netcito Network.  You further agree that you will not disclose the Netcito Confidential Information to any third party other than Netcito Members, except that you may disclose Netcito Confidential Information as required by applicable law with the understanding that you will notify Netcito of your intent to make any such disclosure and cooperate with Netcito if we elect to seek a court order or other legal process to prohibit or restrict such disclosure.

(b) Circle Member Confidential Information.  Our experience is that the best Circles are those in which Members feel comfortable sharing their toughest challenges and brightest ideas.  Members need to trust one another for this to happen.  As part of your participation in a Circle and the Network, you are likely to disclose to others information about your family, friends, your own strengths and weaknesses, business plans, financials, employees, theories, algorithms and other important personal and professional information.  All Netcito Members are prohibited from disclosing the non-public or otherwise sensitive information of other Circle members (“Member Confidential Information”) to anyone outside of the Circle.  This is intended to be a high standard.  It forms part of the foundation of the value that Netcito provides to  its Members.  Members are prohibited from disclosing the Confidential Information of other Members to spouses, significant others, family, close friends, and Netcito alumni.

We want to make clear, however, that the relationship between Circle members is governed by moral and ethical concerns  -- and not contractual agreements.  If a member of your Circle breaches his duty of confidentiality regarding any Member Confidential Information, his membership in the Circle and Netcito may be terminated, but you may not bring a breach of contract legal claim action against the member.

Please also be aware that if you are an employee of a company, you likely have an obligation to protect your employer’s non-public information.  You represent and warrant that you will not, as a member of Netcito, disclose any confidential information of anyone else in breach of your contractual, legal, moral or ethical obligations, including any obligation you have to your employer.

Dealing with issues of Member Confidential Information can be tricky.  For additional guidance on whether to disclose your own Confidential Information and how to handle the Member Confidential Information of others, we ask that you be very familiar with, and know that you are required to comply with, Netcito’s Guidelines on Confidential Information.

(c) Privacy.  At Netcito, we are very concerned about your privacy.  Accordingly we have developed a privacy policy,  available at www.netcito.com/privacy, that describes the way that we collect, use and share your personal information (the “Netcito Privacy Policy”).  By entering into this Agreement, we both agree to comply with and adhere to the Netcito Privacy Policy.

5. Intellectual Property

(a) Netcito Intellectual Property.  When providing the Services we will use and / or disclose certain intellectual property.  This intellectual property includes but is not limited to our technology, methodologies, processes, agendas, forms, know-how, business models, templates, curriculum, and works of authorship (“Netcito Intellectual Property”).  To the extent that Netcito distributes the Netcito Intellectual Property to you, we grant you the right to use and reproduce the Netcito Intellectual Property solely in association with your participation in Netcito and not for the benefit of any third party.  Netcito reserves all right, title and interest in the Netcito Intellectual Property, and except for the limited license granted here, all such rights will remain solely with Netcito.  In the event that, during the course of your participation in Netcito you develop an idea, concept or work of authorship that is useful to the operation of Netcito, or you modify or improve any Netcito Intellectual Property (e.g., you improve upon a Netcito form or curriculum), you hereby grant to Netcito an irrevocable, worldwide, fully-paid-up, royalty-free right and license to use and otherwise exploit under all intellectual property rights such idea, concept, work of authorship, modification or improvement in all media now known and later developed, and to allow others to do the same.

(b) Member Intellectual Property.  As part of your participation in Netcito, you may use and / or make available to Netcito or other members certain intellectual property (“your IP”). You hereby grant to Netcito (if applicable) and each Member of Netcito the right to use and reproduce such Intellectual Property solely in association with his or her participation in Netcito and not for the benefit of any third party. Solely for the purpose of exercising the foregoing license, each Member of Netcito is an intended third party beneficiary of this Section. You represent and warrant that: (i) you have the right to grant the above licenses in your IP, (ii) your IP will not infringe or violate the rights of any third party (including any intellectual property right or any right of privacy or publicity), or contain any defamation, and (iii) your IP will otherwise comply with the requirements for the suitability of your Content (as defined therein) set forth in the Netcito Sites Terms of Service, whether or not you disseminate your IP through the Netcito Sites. Each Member reserves all right, title and interest in his or her intellectual property, and except for the limited license granted here, all such rights will remain solely with the Member.

6. Term. When you register for membership you will pay your membership fee in advance for a certain period of time (e.g., one month, twelve months). The initial term of your membership and this Agreement is equal to the greater of: (a) one month or (b) the number of months that you pre-pay (the “Initial Term”).  Either you or we may terminate your membership and this Agreement at any time upon written notice.  Unless your membership and this Agreement are terminated as provided in the prior sentence, your membership and this Agreement will automatically renew for a renewal term that is equal to: the period of your Initial Term (each a “Renewal Term”).  The terms of this Agreement that should by their nature survive will survive.

7. Indemnification. You agree to indemnify and hold Netcito harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your participation in Netcito or (b) your breach of this Agreement.

8. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE NETCITO SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”.  NETCITO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  ANY CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RELIANCE ON SUCH MATERIALS.

9. NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT NETCITO IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD NETCITO LIABLE, FOR THE CONDUCT OR ADVISE OF THIRD PARTIES, INCLUDING ANY NETCITO MEMBERS.

10. DISCLAIMER AND LIMITATION OF CERTAIN DAMAGES.

           (A)        SPECIAL DAMAGES.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL NETCITO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, REVENUE OR VALUATION, WHETHER OR NOT NETCITO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

           (B)        DIRECT DAMAGES.  UNDER NO CIRCUMSTANCES WILL NETCITO BE LIABLE TO YOU IN THE AGGREGATE FOR MORE THAN THE AMOUNTS YOU PAID TO NETCITO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

           (C)   BASIS OF THE BARGAIN.  THE DISCLAIMER AND LIMITATIONS ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NETCITO AND YOU.

(a) Policies and Supplemental Terms.  To facilitate efficiency and consistency of experience, we have developed, and will continue to develop, certain policies and guidelines, including the Netcito Statement of Purpose, Netcito Member Guidelines, Confidentiality Guidelines and Attendance Policy (collectively the “Netcito Policies”).    You agree to comply with all Netcito Policies.  Your use of, and participation in, certain Services may be subject to additional terms.   Such supplemental terms will be made available to you at the time you sign up for, or otherwise use, the applicable Service (the “Supplemental Terms”). Supplemental Terms are applicable only to the specified Service and are incorporated into and enforceable under the terms of this Agreement.

(b) Changes.   The terms of this Agreement are subject to change by Netcito in our sole discretion.  If Netcito makes any material change in this Agreement we will send an e-mail to you to the email address in your Member profile.  Any changes to this Agreement will be effective immediately with the understanding that we will do our best to give you thirty (30) days notice of such changes. If you do not agree to any change(s) after receiving a notice, you may terminate your membership and this Agreement.  Your continued participation in Netcito will act as your acceptance of any changes to this Agreement.

(c)  Force Majeure. Netcito will not be liable for any delay or failure to perform resulting from causes outside of our  reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

(d) Choice of Law and Venue.  This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Maryland without giving effect to any conflict of laws principles that require the application of the law of a different state.  You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which Netcito’s principal place of business is located for any lawsuit filed against you by Netcito arising from or related to this Agreement.

(e)  No Third Party Beneficiaries.  Except as specifically set forth in this Agreement, there are no intended third party beneficiaries of this Agreement, including any Member.

(f) Waiver.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

(g) Severability.  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of these Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

(h) Entire Agreement.  This Agreement, including the Netcito Sites Terms of Service, the Privacy Policy, the Netcito Policies and any Supplemental Terms, is the final, complete and exclusive agreement between you and us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous understandings.

Confidentiality Agreement

• All written and verbal information shared by members in a group context is assumed to be strictly confidential.
• Members will only discuss confidential information with other group members. They will not share confidential information with anyone else, including spouses, significant others, family, and Netcito alumni.
• Exercise responsibility and good judgment when dealing with confidential information.
• Members are not allowed to disclose within the group the confidential information of their employers or any other information the member has a contractual, legal, moral or ethical obligation not to disclose.
• Netcito is intended to serve as a forum for sharing, ideas, concepts, resources, best practices, and insights (“Ideas”). Members may use these Ideas for their own benefit so long as: (a) they respect the confidentiality of other members as outlined in these confidentiality guidelines and (b) any Idea is not otherwise protected by intellectual property law.
• Dealing with the confidential information of other members, or even determining if a piece of information is confidential, can be tricky. Be proactive about checking with other members about questions concerning confidentiality.
• If confidentiality is breached, the person aware of the breach will promptly notify the affected member.
• Sharing information within the group fosters a certain level of intimacy between Circle members. Nonetheless, members should consider whether it is in their best interest to share any piece of information within the group or other group members.

Your team is counting on you

When you join Netcito, you’re more than a spectator.  You’re part of a team.  Your teammates are counting on you to show up and contribute. While one less person in the stands isn’t a big deal, a missing teammate on the field can make the difference between a winning and losing game.  Attending Netcito meetings isn’t just about you.  It’s about the success of everyone in the group.

Being a team player with Netcito means:

1. RSVPing promptly to meeting invitations
2. attending meetings when you are in town
3. preparing for meetings by completing prep sheets
4. not cancelling at the last minute (within 3 days of a meeting)
5. explaining absences so that your fellow members know you are making your circle a priority

Bringing your highest level of integrity to a Netcito circle creates a virtuous cycle that impacts not only your own performance but that of your colleagues. When you make an extra effort to show up for meetings, you raise the bar for the entire group. You set an example that others emulate, playing a crucial role in building a high-performing group.

The converse also holds true. When members miss meetings, they create a vicious cycle that:  (a) reduces the value of meetings; and (b) gives permission for other members to opt out of meetings.  When one member skips a meeting, others are likely to follow.  The meetings become less valuable.  With repeated absences, the group often deteriorates into a downward spiral of poorly attended meetings and lackluster participation from which it can be hard or impossible to recover.

Your contribution matters.  The group is counting on your insights, experience, and focus.  We ask that as long as you are part of Netcito, you commit 100 percent for both your sake and that of your peers.

What are the guidelines?

• Members are expected to be at meetings when they are in town.
• A last-minute cancellation (cancelling less than 3 days prior to a meeting) counts as two absences.  This is because last-minute cancellations can make the difference between an ideal turnout (5-10 members) and a low turnout (fewer than 5 members).  They have a disproportionate impact on the people who make an extra effort to attend, materially eroding the cohesion and morale of the group.
• Late arrivals or early departures count as ½ absence.
• Members agree to RSVP promptly to meeting invitations.
• Members will notify the circle of any absences in advance of the meeting and explain the reason for their absence. The explanation should provide a level of detail that indicates the member's degree of respect for their colleagues and the process.
• The minimum quorum for any Netcito meeting is two members.  Groups can set a higher quorum if they choose to.  If a group fails to meet quorum, the Netcito Community Manager will attempt to reschedule the meeting.

How is the policy implemented?

• When a member misses a meeting, Netcito receives the information via meeting notes and updates their absence record.  Netcito does not make any evaluation on the reason for an absence or excuse absences.  We simply record the data so that it can be shared with the group.  The Community Manager will also send an email to the absent member with an update on their absence count and a reminder of the attendance policy.
• If a member accrues more than two absences within a 12-month period, they will be automatically removed from the group.  Following their third absence, an item will be placed into the meeting agenda for a discussion about their continued membership.  The group can choose to:  (a) reinstate the member via a unanimous vote of all members present; (b) drop the member from the group; or (c) defer the issue until the following month, typically so that the someone in the group can talk with the member.  When making a decision, the group will take into account the reasons for absences.  At the meeting, the member may discuss the issue with the group, but will be recused from the reinstatement vote.  If the member is reinstated, Netcito will reset that member’s absence count to zero unless otherwise directed by the group.
• As a practical matter, most attendance issues get resolved when a Chair reaches out directly to the member for a 1-1 phone conversation.  As a result of that conversation, members who have exceeded the absence threshold will either choose to:  (a) recommit to the group and show up for the next meeting; or (b) drop from the group.  If a member chooses to recommit, the group will still need to hold a reinstatement vote.
• If any member cancels their participation less than 3 days prior to a meeting (a last-minute cancellation), an agenda item will automatically be added for the next meeting to discuss the last-minute cancellation.  This is an opportunity for:  (a) the group to better understand the reasons for a member’s absence; (b) the member to appreciate the impact of their absence on the group; and (c) the group set its own norms about expectations for attendance.

Background

Netcito only works when members make it a priority. The value of meetings lies in focusing on what is important but not urgent. Conflicts inevitably arise in the form of urgent issues. The only way that Netcito can work is for members to get meetings on the calendar early and make them a priority. That's why we schedule meetings a year in advance.

The original Netcito attendance policy stated that members could be removed if they missed more than two meetings. The default setting, however, was that people would stay in the group. Removing a member is an unpleasant task, and literally no one took it on. As a result we ended up carrying disengaged members who were no longer committed to Netcito. We had to do something, so we changed the default setting. Now when people miss more than two meetings, they are automatically removed from the group. People can still remain as members, but they have to be voted back in by their fellow members.

Ultimately, any decisions about the group rightfully belong in the group.  Netcito provides guidelines and best practices so that groups don’t need to reinvent the wheel whenever they confront a problem, particularly with respect to attendance.  If a group finds an alternative approach that is a better fit for its unique culture and circumstances, it has full discretion to take whatever actions it chooses.