The Blue District Membership Agreement

This Membership Agreement and Application (“Agreement”) is made and entered between You (“You” or “Applicant”) and MCST, Inc. dba The Blue District (“The Blue District”) operating under the website name (“the Website”).  The effective date (“Effective Date”) of this Agreement is when Applicant accepts all the terms and conditions of this Agreement, including the Terms of Service and Use, and  Privacy Policy contained on the Website, and credit card authorization of all applicable fees.

1. Agreement to Membership.  Applicant acknowledges that the completion, execution and delivery of this Agreement and Application to The Blue District, together with the payment of the Membership Fees, as described below, constitute Applicant’s offer to purchase a Membership in The Blue District, an organization which hosts social clubs and other special events in Applicant’s geographic area for the purpose of social networking.
   
   

2. Membership.  A Membership may only be issued in the name of Applicant, as defined herein, and is subject to the following terms and conditions:

            a) Applicant.  Upon acceptance of completed Membership Application and authorization of applicable Membership Fees, Applicant will become an authorized Member of The Blue District.  The Blue District reserves the right to establish and modify from time to time the rules governing the acceptance of an Applicant to The Blue District. 

            b)  Membership Age Requirements.  Applicant for Membership to The Blue District must be at least 21 years of age.  Any Member attending a Dinner Club event as set forth in the Calendar of Events on the Website must provide identification verifying that Member is at least 21 years old to participate in said event.

            c) Restrictions on Use.  Membership in The Blue District may be subject to restrictions, limitations, and regulations as may be established or modified by The Blue District from time to time, which will be published on the Website.

            d)  Member Fees.  An authorized Member of The Blue District shall pay the monthly membership fee set forth in the Membership Application Form available on the Website (“Membership Fees”).  All fees are payable in advance, including monthly Membership Fees and fees for individual events (“Event Fees”).  Upon The Blue District’s acceptance of Applicant’s Application and credit card payment authorization, Membership Fees will be automatically billed to the Member’s credit card on file on the 25th day of the previous month.  Event Fees for individual events will vary, and Member shall authorize pre-payment for each event, using the calendar of events posted on the Website (“Calendar of Events”).  Pre-payment for Event Fees will be automatically billed to the Member’s credit card on file upon making the reservation for the event on the Calendar of Events, , unless otherwise specified in the event description on the Calendar of Events.

            e)  Cancellation Policy.  Membership Fees are non-refundable.  Members may cancel any event for which they have signed up.  A refund of the Event Fees will be issued only if the Member cancels within the specified cancellation period posted on the event’s details in the Calendar of Events on The Blue District’s Website.

3. No Equity or Ownership Interest.   The Membership is not an investment in The Blue District, nor does it provide an equity or ownership interest in The Blue District. 

4. Membership is Nontransferable.     No Applicant shall have any right to sell, pledge, hypothecate, assign or otherwise transfer or encumber the Membership.

5. Reservation of Rights.  The Blue District reserves the rights to terminate any Membership, at any time, with or without cause, upon written notice to Member.  The Blue District further reserves the right to discontinue operation of The Blue District, or to make any other changes to the terms and conditions of Membership or individual events.  In the event of a transfer of ownership of The Blue District, the Membership may continue under the new ownership or may be terminated with a prorated portion of the Membership Fee refunded, at the sole discretion of The Blue District.

6. Termination of Agreement.  Member may terminate this Agreement upon ten days notice emailed to the termination email address located on the Website.  Said termination will be effective at the end of the month notice was given.  No refund or reimbursement of partial month Membership Fees will be given.

7. Terms of Service and Use.  By using the Website, You agree to use the Website in accordance with the Terms of Service and Use  and any additional terms and conditions that may apply to specific sections of the Website or to products and services available through the Website (collectively “Terms of Service and Use”).  Accessing the Website in any manner, whether automated or otherwise, constitutes use of the Website

8. Relationship of the Parties.  Notwithstanding any provision hereof, for all purposes of this Membership Agreement each party shall be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.

9. Arbitration.  Any controversy, dispute, claim arising out of or relating to this Membership Agreement , the breach thereof or its subject matter, shall be governed by and interpreted under the laws of the State of California, and shall be settled by binding arbitration in accordance with the consumer commercial arbitration rules of the American Arbitration Association.  The decision of the arbitrator shall be final and unappealable.  The arbitration shall be conducted in Sacramento, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.  The prevailing party shall be awarded reasonable attorneys’ fees and costs as determined by the arbitrator.  Notwithstanding anything to the contrary, The Blue District may at any time seek injunctive or other forms of equitable relief from any court of competent jurisdiction.

10. Consent to Electronic Means.  Applicant consents to the use of (a) electronic means to complete this Membership Agreement, to use the Website and its services and to provide any notices given pursuant to this Membership Agreement, and (b) electronic records to store information related to this Membership Agreement or Applicant’s use of the Website.

11. Waiver and Release from Liability.  As Applicant for Membership, I, by my electronic acceptance of this Agreement, HEREBY WAIVE AND RELEASE, indemnify and hold harmless, The Blue District, its subsidiaries, agents, employees, officers, directors, affiliates, successors, managers and assigns, from any and all claims demands, losses, expenses, contracts, causes of action, lawsuits, damages and liabilities, of every kind or nature, known or unknown, in law or in equity, including costs and reasonable attorneys’ fees, arising from or in any way related to my participation as a member of The Blue District and any of the events or activities conducted by The Blue District, including events that occur on the premises of third parties, except where caused solely by The Blue District’s acts of gross negligence or willful misconduct.

I acknowledge that the activities in which I will participate as a Member of The Blue District are voluntary in nature, and that some of these activities may be inherently dangerous and may cause serious or grievous injuries, including bodily injury, damage to personal property and/or illness or death.  I understand the nature of these activities and represent and warrant that I am qualified to participate in these activities. 

I willingly waive and assume any risk of injury, death or damage to personal property directly or indirectly associated with or arising out of my Membership in The Blue District, or any of the events or activities it sponsors, including without limitation, wine tasting, restaurant dinners, networking mixers, sporting events, charity events, art shows, community events, educational seminars, cooking classes, water activities, snowboard and skiing activities, rock and mountain climbing, hiking, biking, rafting, sailing, swimming, planned vacations and other similar physical activities.

The provisions of this WAIVER AND RELEASE shall survive the termination of this Agreement; and shall continue in full force and effect after the termination of any specific event or activity.

I acknowledge that I have read this WAIVER AND RELEASE and understand its terms.  I fully consent and agree, without duress, threat of duress, inducement, promise or guarantee, to the terms of this WAIVER AND RELEASE.  My electronic acceptance of this Agreement signifies proof of my intention to execute an unconditional WAIVER AND RELEASE of all liability to the fullest extent allowed under the law.  I am 21 years of age or older, of sound mind, and competent to enter into this waiver.

12. Limitation of Liability

UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL THE BLUE DISTRICT, ITS SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES, BE LIABLE DIRECTLY OR INDIRECTLY FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SERVICES PROVIDED BY THE BLUE DISTRICT, OR THE WEBSITE, INCLUDING ITS MATERIALS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE WEBSITE, EVEN IF THE BLUE DISTRICT IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. [BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IN SUCH STATES, LIABILITY AND THE LIABILITY OF THE BLUE DISTRICT AND ITS SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.]  YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE BLUE DISTRICT IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE.  IF YOU ARE DISSATISFIED WITH THE WEBSITE, ANY MATERIALS, PRODUCTS, ANY OF THE WEBSITE’S TERMS AND CONDITIONS, OR ANY SERVICES PROVIDED BY THE BLUE DISTRICT OR THE WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR MEMBERSHIP AND CEASE USING THE WEBSITE.

13. Privacy Policy.  You consent to the collection, processing and storage by The Blue District of Your personal information in accordance with the terms of The Blue District’s Privacy Policy, which is available at http://www.thebluedistrict.com/privacy.  You agree to comply with all applicable laws and regulations, and the terms of the Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Website.

14. Credit Card Authorization.  All Membership Fees and Event Fees must be pre-paid by credit card only, and confirmation for any such specific event will be confirmed after receipt of payment.  Applicant agrees to provide The Blue District with any changes to credit card information.

I hereby authorize The Blue District to charge my credit card for the monthly Membership Fees set out in this Agreement and all Event Fees that I authorize from time to time on the Calendar of Events.  I agree to pay in full any charge placed on my credit card pursuant to this Agreement, subject to the cancellation policy stated herein.

I hereby acknowledge that I have received, have read, and understand the terms and conditions of this Agreement, the rules and regulations applicable to this Membership, the Terms of Service and Use and the Privacy Policy.  I acknowledge and agree that my use and privileges under this Membership are subject to the terms, conditions, and restrictions set forth therein.  I agree to conform to, accept, and abide by the terms of this Agreement, the rules and regulations set forth on the Website, Terms of Service and Use, and Privacy Policy as each may be amended from time to time.

I UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE ON THE REGISTRATION PAGE, BY USING THE WEBSITE INCLUDING ANY CONTENT PROVIDED THEREIN, BY INITIATING ANY FORM OF COMMUNICATION ON THIS WEBSITE, I AM AGREEING TO BE BOUND BY THIS MEMBERSHIP AGREEMENT IN THE SAME WAY THAT A PAPER CONTRACT BINDS ME.  ALL USE OF THE WEBSITE IS SUBJECT TO THE TERMS OF THIS MEMBERSHIP AGREEMENT AND THE POLICIES, TERMS OF SERVICE AND USE, AND RULES AND REGULATIONS REFERENCED IN THE WEBSITE, WHICH ARE INCORPORATED AND CONSIDERED AS PART OF THESE TERMS.  YOU MUST ACCEPT WITHOUT MODIFICATION ALL OF THE TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED IN THIS MEMBERSHIP AGREEMENT IN ORDER TO BE A MEMBER.  IF YOU DO NOT ACCEPT THIS MEMBERSHIP AGREEMENT IN ITS ENTIRETY, YOU MAY NOT PARTICIPATE IN THE ACTIVITIES OF THE BLUE DISTRICT.