Membership Terms and Agreement

Adventure CPG Subscriber Agreement

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Effective Date: 09/19/2023

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This Subscriber Agreement ("Agreement") is entered into between Adventure Natural Foods; DBA- AdventureCPG ("Company"), a Delaware corporation with its principal place of business located at 110 Birch Leaf Ln, Fleetwood NC, 28626, and the undersigned member ("Subscriber"), effective as of the date of purchase of the AdventureCPG membership or sponsorship.

1. Membership Description:

• Subscriber is enrolling in a 6-month or 12 month membership/sponsorship program with AdventureCPG.

• The membership program is designed to support and advocate for the brand collective and its members.

• Brand Membership allows the use of uploading Subscriber's CPG products to AdventureCPG's online store ("Store").

• Products uploaded to the Store will be offered to buyers of AdventureCPG's online store.

• All products uploaded to the Store must be approved for resale by AdventureCPG.

• Subscribers must ensure that their products comply with all laws and regulations pertaining to food-grade products being sold, including but not limited to quality standards, labeling requirements, and safety regulations.

• AdventureCPG is not liable for any injuries or harm caused by the products sold by brands through the Store.

2. Subscription Terms:

• The subscription period shall begin on the Effective Date and end 6 or 12 months thereafter, dependent on initial subscription enrollment (6 or 12 month membership), unless cancelled by the Subscriber.

• Subscriber may cancel the subscription at any time by emailing Torah@adventureCPG.com.

3. Payment Terms:

• By purchasing the AdventureCPG membership or sponsorship online, Subscriber agrees to make payments as specified during the checkout process.

• If paying on a monthly basis, payment is due at the end of each month.

4. Use of Funds:

• Subscription fees collected under this Agreement will be used to support AdventureCPG's services and activities aimed at advocating for the brand collective and its members.

5. Intellectual Property:

• Subscriber acknowledges that all intellectual property rights, including, but not limited to, trademarks, copyrights, and trade secrets, related to AdventureCPG's services, remain the exclusive property of AdventureCPG.

• Subscriber agrees not to use AdventureCPG's intellectual property without prior written consent.

6. Termination:

• AdventureCPG reserves the right to terminate this Agreement at any time, with or without cause.

• Upon termination, AdventureCPG shall not refund any prepaid but unused subscription fees.

7. Confidentiality:

• Subscriber agrees to keep all proprietary and confidential information of AdventureCPG and its members confidential and not to disclose or use such information for any purpose other than the performance of this Agreement.

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8. Governing Law and Dispute Resolution:

• This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law principles.

• Any dispute arising under, or in connection with this Agreement shall be resolved through mediation, and if necessary, binding arbitration, in accordance with the rules of the American Arbitration Association, with the venue in North Carolina.

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11. Indemnity:

• Subscriber agrees to indemnify, defend, and hold harmless AdventureCPG, its officers, directors, employees, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, losses, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorney's fees) incurred by the Indemnified Parties in connection with or arising from:

  • Any breach or violation of this Agreement by the Subscriber.

  • The sale or distribution of Subscribers' products through AdventureCPG's online store, including any claims related to the quality, safety, or compliance of such products with applicable laws and regulations.

  • Any third-party claims, including but not limited to claims of intellectual property infringement, related to Subscriber's products or actions.

• AdventureCPG agrees to promptly notify the Subscriber of any claims or actions subject to indemnification. The Subscriber shall have the right to control the defense and settlement of such claims; provided, however, that the Subscriber shall not enter into any settlement that imposes liability or obligations on AdventureCPG without AdventureCPG's prior written consent, which shall not be unreasonably withheld.

• This indemnity clause shall survive the termination or expiration of this Agreement.

9. Entire Agreement:

• This Agreement contains the entire understanding of the parties and supersedes all prior or contemporaneous agreements and understandings, whether oral or written.

10. Validity:

• Purchasing the AdventureCPG membership or sponsorship online is equivalent to providing consent to this Agreement.

• This Agreement remains valid even after the membership or sponsorship has expired or is no longer active.

By purchasing the AdventureCPG membership or sponsorship online, the Subscriber acknowledges that they have read and agree to the terms and conditions outlined in this Agreement.