Membership Agreement

Last Revised: March 13, 2025

This Membership Agreement (the “Agreement“) governs application for admission to and participation in the Boardroom Members Club (the “Club“), which is operated by Boardroom 35 LLC (“Boardroom,” “we,” “us,” or “our”). Through the Club, Boardroom gives a select group of professionals (“Members”) access to events and experiences intended to enrich and advance their careers (“Member Experiences”). By signifying your assent to this Agreement using means made available by Boardroom, or by applying for admission to or participating in the Club, you are representing that you have read and agree to be bound by all terms of this Agreement. 

Certain aspects of the Club may be subject to different or additional terms, policies, guidelines, and/or rules established by Boardroom (“Additional Terms”), and we may provide such Additional Terms to you on the Club’s online platform (the “Platform”), by email, or other reasonable means. All Additional Terms are incorporated by reference into this Agreement; as such, any reference to the “Agreement” herein includes all Additional Terms. From time to time, Additional Terms may conflict with the provisions herein. In the event of such a conflict, the Additional Terms will control.

A. Admission 

1. Admission to the Club (“Membership”) is by application only and is granted or denied in Boardroom’s sole discretion. To be eligible for consideration, you must be (a) a legal resident of the United States, (b) at least eighteen years of age and have reached the age of majority in your jurisdiction of residence (an “Adult”), and (c) able to demonstrate relevant professional experience. The foregoing are minimum requirements. Boardroom may impose additional eligibility requirements, which will be communicated on the Application (defined below), in Additional Terms, or by other reasonable means, and which may change from time to time (all such eligibility requirements being the “Eligibility Requirements”).

2. If you are interested in admission to the Club, you must complete and submit the application form accessible on the Platform (the “Application”) and pay any applicable application fee. Upon receipt, Boardroom will review your Application and determine whether to grant or deny admission. Such determination will consider (a) whether you satisfy the Eligibility Requirements, (b) the overall quality of your Application, (c) your professional experience, credentials, and potential contributions to the Club, and (d) any other considerations Boardroom deems relevant. 

3. You hereby represent and warrant that all information you provide to Boardroom, in an Application or otherwise, will be accurate, not misleading, and up to date. 

4. While the number of Members may vary from time to time, enrollment in the Club is limited, and admission decisions will be made in Boardroom’s sole and absolute discretion. By submitting an Application, you represent that (a) you understand there is no guarantee of admission and (b) you will not challenge, and will treat as final and binding, Boardroom’s admission decisions. 

B. Annual Dues; Automatic Renewal; Cancellation 

1. Memberships consist of one-year terms, calculated from the Member’s date of admission to the Club (each such term being a “Membership Term”). For each Membership Term, Members are required to pay a membership fee (“Annual Dues”). 

2. MEMBERSHIPS WILL AUTOMATICALLY RENEW FOR A SUBSEQUENT MEMBERSHIP TERM UNTIL CANCELLED. THIS MEANS THAT EACH MEMBER’S DESIGNATED PAYMENT METHOD (“PAYMENT METHOD”) WILL BE AUTOMATICALLY CHARGED IN THE AMOUNT OF THE ANNUAL DUES UPON ADMISSION TO THE CLUB AND AT THE BEGINNING OF EACH SUBSEQUENT MEMBERSHIP TERM UNLESS AND UNTIL THE MEMBERSHIP IS CANCELLED. BY SUBMITTING AN APPLICATION, YOU AUTHORIZE US TO CHARGE THE ANNUAL DUES TO YOUR PAYMENT METHOD ON A RECURRING, ANNUAL BASIS UNLESS. 

3. We may change the amount of the Annual Dues from time to time, but we will communicate any price changes to Members in advance in the manner required by applicable law (if any) and, if applicable, we will tell Members how to accept those changes. Changes in Annual Dues will take effect at the start of each Member’s next Membership Term. If a Member’s Payment Method is declined, we will request an alternate method of payment; provided, however, that we reserve the right to suspend Member Benefits (defined below) in the interim and to cancel the Membership if the matter goes unresolved for what we deem to be an unacceptable length of time. 

4. Members may cancel their Membership without fee or penalty at any time by emailing us at members@boardroom.tv. In that case, cancellation will be effective at the end of the then-current Membership Term. After cancellation, the Member will have continued access to the Platform and applicable Member Benefits for the remainder of the then-current Membership Term but will not receive any refund, unless otherwise stated by us at the time of cancellation. The provision of a refund in one instance will not entitle any other Member to a refund.

C. Member Benefits; Attendance

1. Member Experiences will vary from time to time, but may include, by way of example, social events, networking events, keynotes, and conferences. While Boardroom intends to provide Members with access to valuable experiences, we are unable to guarantee that the Club will involve any specific types or frequency of Member Experiences.

2. Member Experiences and any other benefits provided to Members in connection with the Club (collectively, “Member Benefits”) are non-transferable. Members may not transfer the right to any Member Benefit to another party absent Boardroom’s prior written consent. Member Benefits are non-refundable and are not otherwise eligible for cash redemption or the substitution of any other benefit. If you are unsatisfied with any aspect of the Club, your only recourse is to cancel your Membership. 

3. Members may be permitted to bring one or more guests to certain Member Experiences (“Guests”). When this is the case, Boardroom will expressly designate the Member Experience as Guest-eligible and will communicate the number of Guests allowed and any terms and conditions applicable to Guests. Unless stated otherwise, all Guests must be Adults. For avoidance of doubt, not all Member Experiences will be Guest-eligible. If a Member brings a guest to a Member Experience that is not Guest-eligible, we reserve the right to refuse entry to the Guest. Further, Guests may only access Guest-eligible Member Experiences if their host Member is present. 

4. Members may be required to submit a reservation to confirm their attendance at upcoming Member Experiences (a “Reservation,” and a Member Experiences for which a Member has submitted a Reservation being a “Reserved Experience”). Failure to submit a Reservation by any applicable deadline may result in the Member’s inability to participate in the Member Experience. 

5. If a Member fails to attend a Reserved Experience (“No-Shows”) three or more times in any given twelve-month period, we reserve the right to cancel the individual’s Membership. Further, No-Shows and failures to cancel a Reservation by any applicable cancellation deadline may subject Boardroom to cancellation fees from the Provider (defined below), which we reserve the right to pass on to the Member. 

6. Most Member Experiences will be hosted in or around New York, New York. Members are responsible for all costs associated with attending Member Experiences other than admission, including travel and lodging costs. 

D. Member & Guest Behavior 

1. Boardroom is committed to ensuring that the Club maintains the highest standards of respect and integrity and we will not tolerate conduct to the contrary. 

2. While attending a Member Experience or otherwise participating in the Club, Members are prohibited from engaging in any conduct that (a) violates any applicable local, state, or federal law; (b) violates any Provider Terms (defined below); (c) is harmful to any person; or (d) tarnishes the reputation of Boardroom or the Club (collectively, “Prohibited Conduct”). 

3. Prohibited Conduct includes (a) violent, threatening, harassing, or abusive language or conduct directed towards any person, including fellow Members, their guests, or employees of Boardroom or Providers; (b) language or conduct that is hateful or discriminatory on the basis of race, religion, ethnicity, nationality, sex, sexuality, gender, age, or disability; (c) language or conduct that is lewd, vulgar, obscene, or that involves inappropriate sexual advances or interactions; and (d) vandalism or destruction of property. 

4. Boardroom encourages responsible alcohol consumption. Members are prohibited from engaging in excessive or irresponsible drinking or using any illegal substances while attending a Member Experience.

5. Members assume full responsibility for their Guests while attending a Member Experience. All requirements in this Section D apply equally to Guests, and Members are responsible for ensuring that Guests comply with all such requirements. 

6. Without limiting any other right or remedy available to Boardroom, if a Member or Guest engages in Prohibited Conduct while attending a Member Experience, Boardroom reserves the right to require both the Member and Guest to leave the Member Experience and shall have no liability to the Member or Guest in connection with any such decision. 

E. Filming & Photography; Grant of Rights

1. Boardroom reserves the right to film and photograph Member Experiences, and to use the resulting photographs and video content (“Images & Videos”), along with other information about you, for commercial or other purposes, including use in internal and external communications, advertising materials, and on social media. We require consent to the foregoing as a condition of Membership.

2. Accordingly, you hereby irrevocably (a) consent to Boardroom or its designee filming and/or photographing you at or in connection with Member Experiences and (b) grant Boardroom the right to display, transmit, broadcast, reproduce, modify, adapt, sell, rent, license and otherwise use and permit others to use (i) Images and Videos featuring you, along with your name, biographical and professional information, and any statements or comments that you provide to Boardroom (collectively, your “Persona”) and (ii) all materials created by or on behalf of Boardroom that incorporate your Persona, in all cases for promotional, advertising, and any other purpose, worldwide, in any and all media, without limitation and without payment, notification, or further consideration, except where prohibited by law.  

F. Providers; Provider Terms

1. Member Experiences may be fulfilled, in whole or in part, by Boardroom’s third-party partners (“Providers”). Member Experiences may be subject to additional terms, conditions, and requirements of the Provider (“Provider Terms”). Compliance with Provider Terms is the Member’s responsibility, and Boardroom shall have no liability to Members in relation to any Provider Terms, even if they result in the Member’s or a Guest’s inability to participate in the Member Experience. 

2. Providers are independent contractors and not employees or agents of Boardroom. As such, you agree that Boardroom shall not be liable for the representations, warranties, negligence, or any other acts or omissions of Providers or their employees or agents. 

3. By submitting a reservation for a Member Experience, you authorize Boardroom to share any information you have provided to Boardroom with the Experience Provider for the purpose of fulfilling the Member Experience. If the Reservation includes information about a Guest, you represent and warrant that you have obtained the Guest’s consent to the same. 

G. Privacy 

1. Your submission of information to Boardroom is governed by our Privacy Policy, which is incorporated into this Agreement by reference. Please read our Privacy Policy carefully for information relating to Boardroom’s collection, use, and disclosure of your personal information.

2. By submitting an Application or otherwise participating in the Club, you are representing to Boardroom that you understand and accept how we collect, use, and disclose your information, as set forth in our Privacy Policy. You understand and agree that Boardroom is justifiably relying on this representation. 

H. DISCLAIMER OF WARRANTIES 

1. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL ASPECTS OF THE CLUB ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” BOARDROOM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PARTY, RELATING IN ANY WAY TO THE CLUB. WITHOUT LIMITING THE PRECEDING SENTENCE, BOARDROOM EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES THAT THE CLUB, INCLUDING THE GOODS, SERVICES, BENEFITS, CONTENT, AND MATERIALS PROVIDED IN CONNECTION THEREWITH, WILL BE ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING, OF SATISFACTORY QUALITY, OR THAT THEY WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BOARDROOM OR A REPRESENTATIVE SHALL CREATE A WARRANTY.

2. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE WARRANTY DISCLAIMERS IN THIS AGREEMENT MIGHT NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT SEEKS TO DISCLAIM WARRANTIES THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. YOU AGREE, HOWEVER, THAT ALL SUCH DISCLAIMERS IN THIS AGREEMENT SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. 

I. LIMITATION OF LIABILITY 

1. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOARDROOM, ITS PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSEES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR OFFICERS, SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES, AND AGENTS (THE “RELEASED PARTIES”) SHALL NOT BE LIABLE FOR THE FOLLOWING DAMAGES, IF ANY, ARISING IN CONNECTION WITH YOUR APPLICATION FOR ADMISSION TO THE CLUB OR YOUR MEMBERSHIP, INCLUDING YOUR PARTICIPATION IN ANY MEMBER EXPERIENCE: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR STATUTORY DAMAGES; (B) LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS, IN ALL CASES WHETHER DIRECT OR INDIRECT; (C) DAMAGES RELATING TO PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY, OR THEFT; (D) DAMAGES, INCLUDING FOR ANY DELAY OR FAILURE IN PERFORMANCE, ARISING FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (E) DAMAGES ARISING FROM THE CONDUCT OF PROVIDERS OR OTHER MEMBERS OR THEIR GUESTS; (F) DAMAGES RELATING TO THE DELAY, FAILURE, INTERRUPTION, DISCLOSURE, OR CORRUPTION OF ANY DATA OR INFORMATION TRANSMITTED IN CONNECTION WITH THE PLATFORM OR YOUR MEMBERSHIP; OR (G) DAMAGES RELATING TO BOARDROOM’S EXERCISE OF ANY RIGHTS GRANTED BY YOU HEREUNDER, INCLUDING BOARDROOM’S USE OF YOUR PERSONA. 

2. YOU UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN ANY MEMBER EXPERIENCE IS A VOLUNTARY DECISION AND THAT YOU ASSUME ALL RISK OF INJURY OR LOSS ASSOCIATED WITH SUCH PARTICIPATION. 

3. IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF THE RELEASED PARTIES IN CONNECTION WITH ANY DISPUTE (DEFINED BELOW) EXCEED THE GREATER OF (A) $250 USD OR (B) THE AMOUNT YOU PAID TO BOARDROOM IN CONNECTION WITH YOUR MEMBERSHIP IN THE 12-MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM RELATED TO THE DISPUTE AROSE. 

4. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE LIMITATIONS OR EXCLUSIONS OF DAMAGES IN THIS AGREEMENT MIGHT NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THIS AGREEMENT SEEKS TO EXCLUDE OR LIMIT ANY DAMAGES IN A MANNER NOT PERMITTED BY APPLICABLE LAW. YOU AGREE, HOWEVER, THAT ALL SUCH LIMITATIONS AND EXCLUSIONS SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. 

J. Indemnification 

1. You agree to indemnify, hold harmless, and (at their option) defend the Released Parties from and against any and all liabilities, claims, damages, costs, and expenses, including reasonable attorneys’ fees and costs, arising from or related to: (a) your breach of this Agreement; (b) your participation in the Club, including your interactions with other Members, their Guests, or employees of Boardroom or Providers, and your conduct at or in connection with any Member Experience; and (iii) your violation of any law or the rights of any third party. 

2. We reserve the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with us, if and as requested by us, in the defense and settlement of such matter. You agree never to settle any matter for which your indemnification is required absent our prior written consent. 

K. Disputes

1. This Agreement has been made and shall be construed in accordance with the laws of the United States and the State of New York, without giving effect to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. 

2. If there is any controversy, claim, action, or dispute between you and Boardroom arising out of or related to this Agreement, your application for admission to the Club, or your Membership, including any Member Benefits (“Disputes”), the Dispute shall resolved by a state or federal court located in New York County in the State of New York, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such Dispute. 

L. Modification 

1. We reserve the right to modify this Agreement at any time. When we do so, we will update the “Effective Date” above. For material changes, we will supplement such notice by email, a pop-up message on the Platform, or by other reasonable means. Your use of the Platform or other participation in the Club following any changes to this Agreement will constitute your acceptance of the Agreement as modified. 

2. We reserve the right to modify, suspend, or discontinue the Club, or any aspect thereof, including any Member Benefits, at any time. You acknowledge and agree that Boardroom shall not be liable for any such actions.

M. Termination; Suspension; Survival

1. This Agreement will continue to apply until terminated by either you or Boardroom. 

2. We may terminate this Agreement at any time if we determine that (a) you have breached any provision of this Agreement or (b) one of your Guests has engaged in conduct prohibited under Section D of this Agreement while attending a Member Experience (“Termination for Breach”). A Termination for Breach shall be without prejudice to Boardroom’s ability to seek damages resulting from the breach or any other remedy available to us at law or equity. We may also terminate this Agreement if we stop providing the Club or any material component thereof or as we believe necessary to comply with any applicable law. 

3. In lieu of a Termination for Breach, we reserve the right to temporarily suspend or modify your Membership, including your access to Member Benefits, for any length of time and in any manner that we deem appropriate, in which case this Agreement will remain in effect until later terminated by you or Boardroom. 

4. If we terminate this Agreement, we will provide notice of such termination to you at the email address that we have on file for you or by other reasonable means, and the termination shall be effective upon your receipt of such notice. Upon termination, your Membership will be cancelled effective immediately, meaning you will no longer be a Member and will lose access to all Member Benefits. 

5. You may terminate this Agreement at any time by cancelling your Membership in accordance with Section B(4) of this Agreement. As describe therein, such cancellation will take effect at the end of the then-current Membership Term. Accordingly, this Agreement shall remain effect until such time, after which the termination shall become effective. 

6. The following provisions of this Agreement shall survive the termination of this Agreement: Sections E(2), G, H, I, J, K, and N, and any other provisions of this Agreement that, either explicitly or by their nature, must remain in effect after termination.

N. Miscellaneous 

1. In this Agreement, the words “include,” “includes,” and “including” are used in an illustrative sense and shall be construed as if followed by “without limitation,” and the word “or” is not exclusive. Titles and headings to sections herein are included for convenience only and are not intended to affect the meaning or interpretation of this Agreement. Any limited or specific disclaimers or limitations of liability found in this Agreement shall not limit the effect, force, or breadth of any more general disclaimers or limitations of liability in this Agreement. When this Agreement refers to a decision or action that will or may be made or taken by Boardroom, such decision or action shall be made, taken, or refrained from in Boardroom’s sole discretion and judgment.

2. All agreements, notices, disclosures, and other communications that Boardroom provides to Members (a) via a posting on the Platform or (b) an email to an address that we have on file for the Member shall satisfy any legal requirement that such communications be in writing. A printed version of this Agreement and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

3. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

4. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions or the validity and enforceability of the relevant provisions in any other jurisdiction.

5. This Agreement may not be transferred or assigned by you absent Boardroom’s prior express written permission but may be assigned by Boardroom without restriction. Any assignment attempted to be made in violation of this Section N(5) shall be void. Boardroom may freely assign this Agreement. 

6. This Agreement represents the entire agreement between you and Boardroom relating to the subject matter herein and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between you and Boardroom with respect to said subject matter, unless expressly stated otherwise herein. 

7. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Boardroom.

If you need to contact Boardroom regarding this Agreement or any other issue related to the Club or your Membership, please bring the issue to the attention of one of your contacts on our membership team. Most problems can be resolved on the spot. If the matter is not dealt with to your satisfaction, please contact members@boardroom.tv. 

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