PRIVATE-MEMBERSHIP ASSOCIATE CO-OWNER AGREEMENT:
This Private-Membership Associate Co-Owner Agreement (hereinafter also the "Agreement") is made as of this ______ day of ______________, 2023, by and between:
, a sovereign natural person permanently reachable by "REASONABLY AND RELIABLY FUNCTIONING PRIVATE E-MAIL ADDRESS" at:
(Current daily-use E-MAIL ADDRESS spelling:) ---
, WHILE also, concurrently, being the presently valid owner of at least One Percent (1%) of SmallCropPMA itself, as such (hereinafter also, "Co-Owner"),
-- AND --
Small Crop Ranchers Of America d/b/a SmallCrop -- a sovereign online e-commerce management, design, development and web-content distribution services offering unincorporation, electronically co-functioning as an unincorporated Private Membership Association (PMA) and concurrently and simultaneously conducting lawful private-membership e-commerce via World Wide Web and otherwise -- WHILE also, concurrently, being the presently valid owner of at least One Percent (1%) of SmallCropPMA itself, as such -- (hereinafter also, "Distributor"; a/k/a, the "Distributor Service").
Distributor owns and operates the herein-referenced "Distributor Service."
AS EXPRESSLY AND PERSONALLY ADVANCE-REQUESTED by the Co-Owner herein, via the recent mutually online-transacted Order #__________, successfully followed by online-transacted Receipt #____________ (standardly and lawfully time-stamped at (Time/Date of the Original Online-Transaction Receipt issued herein): ________), --
NOW, THEREFORE, -- the Distributor relevantly desires and hereby respectfully requests to obtain from Co-Owner, and the Co-Owner herein gives to Distributor the right to regularly receive, proof, content-correct, re-edit, type, electronically program-encode, multiple-Web-servers "mount" and multiple-websites "online-publish" miscellaneous online-bound content originated, discretion-owned and "appropriateness"-controlled only and exclusively by the sovereign natural person of the Co-Owner herein, -- to regularly be proofed, corrections-rendered, finalized, Web-Protocols and Web-Standards compliantly encoded into online-renderable hypertext-markup programming language and other Web-rendition electronic-content Web-publishing implementation technologies, multi-website-"mirrored" and web-page "mounted" onto the Distributor's Web-servers online. Via that distributed-task information generation, management, electronic-publishing and online-distribution process, the Co-Owner herein wishes to make its information available to both open (public) online internet users and "Restricted Users" (i.e., either open public-Web browsing, or else -- online "Ranch"-level, "Supplier"-level or "Co-Owner"-level electronic-systems users who happen to be Private-Association (mutual contract co-bound) Co-Members of the unincorporation "SmallCropPMA" -- a lawful Private Membership Association based in and around the County of Skagit (Pacific Northwest, North America), and who have access to a certain electronic-systems (ONLINE-based) "Password-Restricted Area" within the Distributor Service) -- all hereinafter collectively referred to as the "Online User(s)," -- on the terms and conditions set forth below:
1. GRANT OF RIGHTS; RESTRICTIONS.
(a) ACCESS TO CO-OWNER'S INFORMATION. Co-Owner hereby grants to Distributor, subject to the terms and conditions contained in this Agreement, a limited, non-exclusive right to:
(i) receive the Co-Owner Information via the "Delivery Methods" (as mutually defined on the hereto-attached and incorporated by reference herein "Exhibit A");
(ii) store transmissions of the Co-Owner Information on host computer web domains and subdomains owned and operated by Distributor and/or its assigns (the "Distributor Host Computers"); and
(iii) distribute and display the Co-Owner Information to "Online Users" (as defined herein-below). No provision of this Agreement shall be deemed to either "restrict" or in any way "limit" Co-Owner's right to market, sell, distribute, display or otherwise provide access to the Co-Owner Information directly or indirectly anywhere else in the world, or enter into other contracts, grant other licenses or make arrangements with any other party to market, sell, distribute, display or otherwise provide access to the Co-Owner Information anywhere in the world.
(b) ONLINE USERS.
(i) "Online User" shall mean any individual who either "openly" or "privately" browses the web-navigable area of an authorized website hosted on the Distributor Host Computers, and/or: (A) provides at least his(/her) e-mail address to Distributor; (B) becomes legally bound by Distributor's online-membership agreement(s); and/or: (C) has access via the Password-Restricted Area of the Distributor Service to any portion of the Co-Owner Information.
(ii) Distributor shall cause each Online User who has elected to "purchase at least one online item per year" or become an online "member" (of Distributor's online e-commerce domain(s) and/or web-based concept(s)) to be respectively bound by all terms and conditions of Distributor's otherwise already existent (and prominently web-displayed) online "terms-of-use" agreement, a current copy of which is permanently located for online review anytime, at Web-URL: http://smallcrop.app and incorporated by reference herein as "Exhibit B" (a/k/a: the "Terms-Of-Use Agreement").
(c) ADDITIONAL LICENSE RESTRICTIONS.
(i) Distributor shall be permitted to actively engage in or authorize making all or parts of the Co-Owner Information available: (A): as part of a "co-branded" or "private-label" website, web-service or Internet access service, or as part of a "channel" through a software or Internet service or similar arrangements or relationships that offer or provide access to Co-Owner Information from or through other web sites, web services, or Internet access services; or (B): as part of the Distributor Service when "framed" and displayed as part of another (mutually beneficial) website or web-service.
(ii) Distributor shall be permitted, at its own discretion, to grant any reasonably necessitated site or enterprise licenses/memberships to receive access to any knowingly NON-"confidential" areas of the Co-Owner Information, as standard-practice assumed and reasonably expected, Internet-wide.
(iii) All rights not expressly reserved for Co-Owner herein shall be retained by Distributor.
2. DELIVERY OF CO-OWNER'S INFORMATION.
(a) DELIVERY AND INSTALLATION. Distributor shall acquire, install, operate and maintain -- at its own expense -- all minimum-requisite Web-servers hosting, communications lines, equipment, software, services and related technology necessary to receive the Co-Owner Information via the Delivery Methods. Distributor shall further be responsible for appropriately pre-notifying and timely pre-billing the Co-Owner herein for any subsequently necessitated Information-Technology systems-development work, hosting fees, software or hardware relating to the setup and integration of the Co-Owner Information as part of the Distributor Service, when and if functionally indispensable to continuing normal online operations, as mutually intended and specifically agreed, from time to time.
(b) SERVICE PRESENTATION. Distributor shall have the right to approve and mount the final design and presentation of the Co-Owner Information, and shall have the right to request and/or implement reasonable changes in the presentation of the Co-Owner Information, as well as to remove (dismount) any portion(s) of the Co-Owner Information from the Web from time to time, when and if functionally unavoidable or necessary, during the term of this Agreement.
(c) QUALITY OF TRANSMISSIONS. Distributor shall use its best efforts to insure that each transmission of Co-Owner Information: (i) is reasonably free from commonly avoidable errors or defects; and (ii) with the exception of isolated short-term technical difficulties, is made available to Registered Users within 3 (three) days after receipt from Co-Owner or, on occasion, even faster (if mutually desired and specificlaly pre-arranged by the parties hereto).
3. PROPRIETARY RIGHTS.
(a) OWNERSHIP; COPYRIGHT. Distributor acknowledges and agrees that all intellectual-property ownership and proprietary rights (including, without limitation, the copyrights) to the Co-Owner Information which chronologically pre-date the endorsement of this Agreement are and shall remain the sole and exclusive property of the Co-Owner or its licensors, regardless of temporary borrowing, lawful presentation, display and/or use by Distributor hereunder (in connection with both this Agreement and the Co-Owner Information) of such information and/or exercise of entitlement under this Agreement. Co-Owner acknowledges and agrees that, for the duration of this Agreement's term, Distributor shall enjoy an unlimited temporary right to electronically copy, edit, mount, dismount, photograph, display, weigh, describe, summarize, paraphrase, review, translate, publish, repackage, represent, film, show and/or otherwise restate, password-protect, reasonably acceptably re-formulate or reasonably acceptably re-interpret the nature of any formerly known item and/or item-specific content otherwise initially originated -- either in whole or in part -- by the Co-Owner herein. It is hereby mutually agreed that all content created by the Distributor shall be and remain the sole and permanent property of the Distributor itself, both during and after the term of this Agreement.
(b) TRADEMARKS. Distributor acknowledges and agrees that Co-Owner or its licensors are the sole owners of Co-Owner's trademarks and service marks (hereinafter also -- the "Marks") chronologically pre-dating endorsement of this Agreement, regardless of their subsequently exercised borrowing, presentation and/or use by the Distributor hereunder, in connection with both this Agreement and the Co-Owner Information.
4. ADVERTISING AND PROMOTION. All advertising, marketing and/or promotional content subject hereto, created and/or mounted by the Distributor during or after the term of this Agreement, shall belong to the Distributor itself, unless otherwise excepted and mutually agreed in separate legal writing by both parties hereto -- in advance of respective "Web-mounting."
5. PAYMENTS AND COMMISSIONS.
(a) CALCULATION OF PAYMENTS. (This provision applies ONLY for transactions NOT "ADVANCE-prepaid in full":) The parties hereto mutually agree that each of them will be permanently and invariably receiving "50% (fifty percent) of each mutually co-generated online-platform "Membership Fee" (of SmallCropPMA-internal membership-tier levels currently known as: (1) "Ranch"-level membership ($12 per person, per 1-year interval); (2) "Supplier"-Level Membership ($52 per person, per 1-year interval); and (3) "Co-Owner"-level Voting-Rights Membership ($78 per person, with NO currently set "expiration date"). For purposes of jointly and accurately determining the exact periodic subtotal amounts of "mutual-benefit INCOMING Online-Member Fees" received within any given "weekly time-period," the parties hereto mutually affirm and agree that the only legally valid "proof-of-order" instrument between them shall be Distributor's standard online "Payment-Confirmation Receipt" form containing its electronic-original logo (which set online-system-transaction form readily lends itself to mutual periodic "auditing," as desired, from time to time -- in an ongoing positive spirit of fully amicable interpersonal friendship and utmost, mutually intended day-to-day collaboration). Absent such specifically corresponding, true and valid online "Payment-Confirmation Receipt," any alleged "items" under potentially arisen "payment dispute" between the parties hereto shall be deemed "null and void ab-initio," and such alleged "items" shall be deemed "paid in full" or else "never requested or received."
(b) PAYMENTS. Unless all subject items have been "ADVANCE-prepaid in full" upon original mutual exchange, within ten (10) days after the end of each calendar month, Distributor shall make to Co-Owner (and "vice-versa," if mutually pre-agreed and applicable from time to time) a payment in an amount equal to the mutually pre-set formal Payment for such period, and any other pre-scheduled payment(s) further specifically pre-agreed upon in lawfully and mutually endorsed writing, by both parties.
(c) TAXES. Each of the parties hereto shall pay its own assessed and payable taxes, fees and other administrative or private charges related to the execution or performance of this Agreement.
(d) MAINTENANCE AND INSPECTION OF RECORDS. Distributor shall maintain accurate books and records, in accordance with generally accepted reasonable accounting practices, of all matters related to its compliance with its obligations hereunder ("Records"). Whenever reasonably necessitated by any otherwise unresolved, "court-filed payments dispute" between the parties hereto, Co-Owner shall have the right, -- upon at least 30 (thirty) days' prior written notice, -- to inspect that sub-portion of the Records of Distributor which pertains to the "Payments" sub-portion of this Agreement between the parties -- and it shall do so during normal business hours, "IN PERSON," at a "physical location" chosen by the Distributor herein, and most certainly -- "unaccompanied by any other persons or entities," at such mutually pre-agreed time of any potentially intended "Payment-record inspection" visit. Both parties expressly agree to keep confidential all information obtained from such "Payment-record inspection" and use it solely for the purpose of verifying proper mutual compliance with the terms hereof.
(e) CURRENCY. All amounts relevant hereto shall be paid in "fully Gold-backed and/or fully Silver-backed U.S. currency," or else directly in "99.9%-pure Silver or pure-Silver-pegged BARTER-value equivalent," or else -- in mutually and specifically pre-agreed, "value-for-value" fair-barter units -- as specifically and mutually pre-arranged by both parties hereto. In the case of payment via "barter units," the only legally valid "proof of payment" (i.e., mutually pre-agreed "valid payment receipt") shall be Distributor's then-current, standard and "original"-issue form of electronic, online "Payment Receipt" (as jointly and mutually set by the parties hereto, in advance-endorsed writing acceptably exchanged between them).
(a) Co-Owner hereby fully and permanently indemnifies and holds harmless Distributor against all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by Distributor that arise out of any claim asserted by a third party that the Co-Owner Information, goods or services either "infringe" or in any other way "may be in present or potentially establishable violation of" any law, patent, trademark, trade secret, copyright or other intellectual property rights of any third party.
(b) DISCLAIMER. DISTRIBUTOR PROVIDES THE CO-OWNER'S INFORMATION "AS IS", WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. FOR EXAMPLE, DISTRIBUTOR DOES NOT WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, ADEQUACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CO-OWNER INFORMATION, AND DISTRIBUTOR SHALL NOT BE LIABLE TO CO-OWNER OR TO ANY THIRD PARTY WITH RESPECT TO ANY ACTUAL OR ALLEGED INACCURACY, UNTIMELINESS, INCOMPLETENESS, INADEQUACY, UNMERCHANTABILITY OR UNFITNESS.
7. TERM AND TERMINATION.
(a) TERM. The term of this Agreement shall commence on the Effective Date (as defined herein-below -- immediately before the original-signatures (concluding) section of this Agreement), and shall terminate on the first (1-st) anniversary of the Effective Date. Unless either party delivers to the other written notice of non-renewal at least 30 (Thirty) days prior to the end of the then-current term or renewal term, this Agreement shall automatically be extended for additional one-year (1-year) terms, pursuant to the directly relevant mutually applicable fact that both the Distributor and the Co-Owner's sovereign natural person shall, -- simultaneously and concurrently, -- co-form joint, mutual and NON-expiring part of the Private-Membership Associates' fully private-contracts-covered and private-contracts-governed subject body of SmallCropPMA (SmallCrop PMA) itself, as of the Effective Date hereof.
(b) UNCURED BREACH. If either party shall breach any provision contained in this Agreement (other than a breach of Section 8 (i.e., the "confidentiality clause") hereof, which shall be deemed incurable), and such breach is not cured within 30 (thirty) days after receiving written notice of such breach from the other party, the party giving such notice may then deliver a second written notice to the breaching party, terminating this Agreement, in which event this Agreement, and the licenses granted hereunder, shall terminate on the date specified in such second notice.
(c) CESSATION OF SERVICE. If Co-Owner should, for some reason, need to discontinue publishing or electronic distribution of the Co-Owner Information when and as reasonably needed by Distributor for the successful continuance of its ongoing services to Co-Owner, then either party may cancel this Agreement upon 24 (Twenty-Four) hours' prior written notice to the other party in the form of electronically sent, urgent-notification e-mail bearing the message-title: "U-R-G-E-N-T" -- and timely and successfuly "sent" to the so-concerned party's last-known, main-contact e-mail address of current mutually known private e-mail contact record.
(d) CHANGE IN CONTROL. If there is a direct or indirect change in the effective voting control of Co-Owner, or if Co-Owner wishes to transfer its voting-ownership right (in SmallCropPMA itself, as such) to a third party (a "Change in Control"), then Co-Owner shall give prompt, written thirty-day (30-day) advance notice thereof to Distributor, so as to give Distributor a full and ethically reasonable opportunity to pre-initiate private-membership ("Associate"-level) acceptance contact with the so-intended "NEW, UPCOMING-future voting-right requesting co-owner," -- whereby, Distributor (at its own, personal discretion) may, within 60 days after receipt of such notice (or immediately, if no timely notice is given), terminate this Agreement, by delivering 24 (twenty-four) hours' advance written notice to the CURRENT, ORIGINAL Co-Owner, in the form of electronically sent, urgent-notification e-mail bearing the message-title: "U-R-G-E-N-T" -- and timely and successfuly "sent" to the CURRENT, ORIGINAL Co-Owner's last-known, main-contact e-mail address of then-current (and mutually known) private e-mail contact record. Co-Owner may notify Distributor in writing of any proposed Change in Control prior to its proposed effectiveness, and Distributor shall, within ninety (90) days after receipt of such notice, notify Co-Owner whether Distributor would exercise its right to terminate this Agreement if such proposed Change in Control were consummated.
(e) EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement for any reason, Distributor shall: (i) immediately inhibit all access to the Co-Owner Information through the Distributor Service; (ii) delete any Co-Owner Information then stored on the Distributor Host Computer; (iii) cease advertising and promoting the availability of the Co-Owner Information via the Distributor Service; and (iv) discontinue all uses of Co-Owner's trade names or Marks. In addition, upon expiration or termination of this Agreement, each party, at its expense, shall promptly return to the other all copies of the other party's Confidential Information (as defined immediately herein-below).
8. CONFIDENTIAL INFORMATION.
Distributor and Co-Owner understand and agree that in the performance of this Agreement each party may have access to private or confidential information of the other party, including, but not limited to: private confidential data, private facts, Private-Membership Association (SmallCropPMA) internal confidential information, trade secrets, marketing and business plans and technical information, whether or not "EXPRESSLY and SPECIFICALLY pre-designated" as "confidential" by the disclosing party orally or in writing, whether by letter or by the use of a proprietary stamp or legend, prior to or at the time it is disclosed to the other party (hereinafter also -- the "Confidential Information"). Both parties agree that the terms of this Agreement, including (without limitation) its factual, informational, administrative and financial terms (such as the percentages and amounts of Payments and the information contained in reports, etc., etc.) shall be deemed Confidential Information owned by the other party. Both parties hereby acknowledge and agree that the facts, technical and functional specifications, all contents of all private, "one-on-one" conversations and/or correspondence between the parties hereto, facts, events, data, intentions, personal opinions, ideological allegiances, pricing and distribution, code and design, dates, projects, initiatives, milestones, release content and release-date specifics, and all facts, know-how, strategies, strategic intentions, plans, diagrams, representations, tools and utilities supplied by each party to the other are Confidential Information under the terms of this Agreement. In addition, all information that is orally disclosed to the other party shall constitute Confidential Information. Should any of the parties hereto come to learn at any time that any Confidential Information has been (either accidentally or intentionally) disclosed to an outside party, then within 3 (three) calendar days after such suspected disclosure, the discovering party must deliver to the receiving party a written document describing in maximum extensive detail the nature and content of such accidentally disclosed Confidential Information and referencing the place and date of such suspected or known oral or written disclosure and the names of any "other possible contact(s)" of the party on whose inadvertent part such accidental disclosure was made. Each party agrees that:
(i) all Confidential Information shall remain the exclusive property of its owner;
(ii) each party hereto shall maintain, and shall use prudent methods to cause its contacts to maintain, the FULL CONFIDENTIALITY and seamless PRIVACY of the Confidential Information;
(iii) it shall not (and it shall use prudent methods to ensure that its contacts do not): copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and
(iv) it shall return and destroy all copies of Confidential Information upon request of the other party.
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it is released from confidential treatment by written consent of its owning party (dated prior to the time of such lawfully authorized disclosure), respectively. Upon expiration or termination of this Agreement, each party, at its expense, shall promptly return to the other -- and permanently destroy and remove from its then-current possession -- all copies of the other party's Confidential Information. (IMPORTANT NOTE: The rights and obligations in this entire "Section 8" shall fully and permanently survive even expiration or termination of the Agreement itself -- as also mutually set in Section 9 herein-below.)
(a) NOTICES. All notices shall be in writing, and delivered via BOTH: "REASONABLY AND RELIABLY FUNCTIONING PRIVATE E-MAIL ADDRESS"; AND -- in the case of typically "legal"-compliance mandatory, "legally sufficient service of process" notices, -- it shall ALSO, CONCURRENTLY, be sent via Registered Certified Mail, with a Return-Receipt Requested, to each respective party's "Official Address for the Legally Sufficient In-Person Service of Legal Process" -- whenever such a future-point official-service address has been validly and sufficiently stipulated in subsequent mutually endorsed legal writing by BOTH parties hereto. All along, any OFFICIAL-purpose "Legal Notice" shall be deemed delivered and received on the date it is actually RECEIVED.
(b) AMENDMENT. This Agreement may not be amended except in mutually endorsed legal writing executed by both Distributor and Co-Owner. Any OTHER form of (purported) "amendment" WITHOUT such prior mutual written-endorsement consent shall be deemed by both parties to be "null and void ab-initio." This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective valid "successors" and specifically permitted "assigns."
(c) SURVIVAL OF CERTAIN PROVISIONS. The rights and obligations in Sections 3(a), 3(b), 5(b), 5(c), 5(d), 5(e), 6, 8 and 9 shall survive termination or expiration of this Agreement for any reason.
(d) CONSEQUENTIAL DAMAGES. Except for amounts payable pursuant to Sections 5 and 6 or resulting from a breach of Section 8, neither party shall be liable to the other for any damages other than direct damages, including but not limited to consequential, indirect, special, exemplary, or punitive damages, or any lost revenues or lost profits, even if advised of the possibility of such damages.
(e) ENTIRE AGREEMENT. This Agreement contains the final and entire agreement of the parties on all subject matters associated with "Web-based information distribution, electronic information-display and Web-based online information co-ownership and control" between them, and it supersedes all "prior or contemporaneous" verbal or written "negotiations, contracts or agreements" potentially "affecting" that general subject-matter area of mutual collaboration engagement between them.
(f) WAIVER. The failure of either party at any time to require performance by the other party on any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
(g) SEPARABILITY. If any provision of this Agreement or its application in a particular circumstance is held to be "invalid" or "unenforceable" to any extent, the remainder of this Agreement, or the application of such provision in other circumstances, shall not be affected thereby, and each provision shall be deemed "valid" and enforced to the fullest extent permitted by directly and relevantly "contract-applicable," validly enforceable laws and statutes, including Constitutional Law.
(h) GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with all originally and lawfully Constitution-permitted Contract Law, as well as the laws of The County of Skagit (located in the Pacific Northwest, North America), applicable to contracts wholly made and wholly performed in The County of Skagit. This Agreement shall NOT be governed by the United Nations Convention on Contracts for the International Sale of Goods or ANY OTHER "law, ordinance, rule, regulation or jurisdiction" which in any way contravenes either Natural Law, or our mutual and fundamental, unalienable God-Given Rights, or the Original-Foundership Constitution, Bill Of Rights and Declaration Of Independence of this our own, originally and gradually settled and rightfully co-owned private and public land.
IN WITNESS WHEREOF, the sovereign natural persons of both unincorporated lawful parties hereto have executed this Agreement as of this ______ day of _________________, 2023 (herein also -- the "Effective Date"):
AGREED TO and Electronically Endorsed by CO-OWNER:
By: _________________________ Dated: ________________ ____, 2023
PERSONALLY and ELECTRONICALLY endorsed by the Co-Owner herein, -- a sovereign natural person permanently reachable by "REASONABLY AND RELIABLY FUNCTIONING PRIVATE E-MAIL ADDRESS" at:
(Current daily-use E-MAIL ADDRESS spelling:) ---
(County of Skagit, Pacific Northwest, North America)
AGREED TO and Electronically Endorsed by DISTRIBUTOR:
By: _________________________ Dated: ________________ ____, 2023
PERSONALLY and ELECTRONICALLY endorsed by SmallCrop's original (1996-2023) Founder, -- a sovereign natural person (and a senior-level, Systems-Architect web-based design and implementation professional), permanently reachable by "REASONABLY AND RELIABLY FUNCTIONING PRIVATE E-MAIL ADDRESS" at:
(Current daily-use E-MAIL ADDRESS spelling:) ---
(County of Skagit, Pacific Northwest, North America)