Member Agreement for the Prana Circle

 

 

I. GENERAL.

 

 

1. Parties, Consent, Other Agreements and, Effectiveness.

 

 

This Member Agreement for the Prana Circle (“Agreement”) is entered into collectively between you and each Member (defined below) of the group that you have identified and been accepted into through the Prana services, as separately governed by those Prana Terms of Service (the “Prana Services,” and such group, the “Prana Circle”). You and every Member in your Prana Circle are the Parties to this Agreement, and all Parties will have reciprocal obligations to and among other groups formed through the Prana Services as specified in this Agreement.

 

This Agreement becomes effective only when Prana Cap Incorporation (“Prana,” “us” or “we”) notifies you that every Member of your Prana Circle has electronically signed this Agreement through the Prana Services in accordance with this Agreement and any other requirements set forth by Prana and has created and funded their Third Party Payment Platform Accounts Accounts (defined below), as explained herein

 

By entering into this Agreement, you acknowledge and agree that neither Prana Cap Incorporation, or its third-party payment platform nor any financial institution partnering with their third-party payment platform that may facilitate any movement of funds between you and Members is a party to this Agreement, and you further acknowledge and agree that your access to and use of the Prana Services are governed by the Prana Terms of Service and Privacy Policy, and that your creation of, access to and use of your Third Party Payment Platform Account (as defined below), as required under this Agreement, and your use of any third party payment platform service offered in connection with this Agreement or the Prana Services (the “Prana Services”) are governed by Third Party Payment Platform Terms of Service and Privacy Policy.

 

The purpose of this Agreement is to set forth the terms and conditions under which the Members of your Prana Circle have established and will conduct a mutually beneficial relationship in which they will pool together their funds and provide such funds to each Member based on a predetermined schedule established by the Members, and will accept the benefits and obligations of ratable contributions to the pool, procuring funds from the pooled funds and complete repayment to the pool of any funds procured from the pool. Each Prana Circle shall have a Group Organizer. The “Group Organizer” is a Member who creates a Prana Circle and invites other users to join as Members to form a Prana Circle and is responsible for determining four key characteristics of the Prana Circle (all of which form the basis of the Prana Circle Terms (as defined below)): (i) the amount to be shared by each Member who joins the Prana Circle (not to exceed $500 per Member); (ii) the lifetime of the Prana Circle (i.e., the term of the Prana Circle); (iii) how many Members may be accepted into the Prana Circle (one slot per Member); (iv) the frequency of Payouts (defined below) and Contributions (defined below). The Prana Circle is administered through the Prana Services, as further described in this Agreement; however, Prana is not responsible for any obligations or benefits between Members established in connection with this Agreement or the Prana Circle. This Agreement specifies the common rights and responsibilities of all Members of your Prana Circle.

 

 

2. Definitions.

 

All capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth below.​

 

A. You are referred to in this Agreement as “you” and also as “Member,” to the extent applicable.

 

B. Other Members of your Prana Circle are referred to as “Members” or “other Members.”

 

C. “Third Party Payment Platform Account” means your account with Dwolla established for use in connection with Prana Circles.

 

D. “Bank Account” means your deposit or checking account linked to your Third Party Payment Platform Account.

 

E. "Prana balance" is the balance maintained in your account created on the Third Party Payment Platform as a means to facilitate contributions and payouts. 

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3. Signing This Agreement.

 

By electronically signing this Agreement, you signify that you have read, understood and agree to be bound by this Agreement, and any and all future modifications to this Agreement, and have consented to making Contributions to the Prana Balance as required by the terms of the Prana Circle and to repay any Payouts you obtain from the Prana Circle on the terms set forth by the Prana Circle (the terms of the Prana Circle, the “Prana Circle Terms”).

 

BEFORE SIGNING THIS AGREEMENT, PLEASE READ THIS AGREEMENT COMPLETELY AND CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. DO NOT SIGN THE AGREEMENT IF YOU DON’T UNDERSTAND IT, OR IF YOU HAVE DECIDED NOT TO JOIN YOUR PRANA CIRCLE.

 

IN ADDITION, CONSISTENT WITH THE COMMUNAL PURPOSE OF THIS AGREEMENT, PLEASE NOTE THAT THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ALTERNATIVE DISPUTE RESOLUTION PROVISIONS AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS THAT REQUIRES THE USE OF ALTERNATIVE DISPUTE RESOLUTION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

 

 

II. Prana Circle Participation Terms & Conditions.

 

1. Prana Circle Membership Requirements. ​​​

 

A. Eligibility. You may join and participate in a Prana Circle only if you have an account in good standing with Prana (a “Prana Account”) and you comply with the Prana Terms of Service and terms of the Third party payment platform services, as set forth in the Third party payment platform Terms of Service. You must have the legal capacity to enter into a contract in the jurisdiction in which you reside. Any attempted participation in a Prana Circle by anyone under eighteen (18) years of age or the legal age of majority in the relevant jurisdiction in which such Member resides or on behalf of another person other than a Member’s adult parent or child under the age of eighteen (18) is strictly prohibited and in violation of this Agreement. However, a parent or legal guardian may join or participate in a Prana Circle on behalf of his or her child under the age of eighteen (18). A Member also may join or participate in a Prana Circle on behalf of his or her adult parent. If you are such a parent or guardian or if you are joining or participating in a Prana Circle on behalf of an adult parent, you agree to stand in the shoes of such child or parent for the purposes of satisfying the obligations owed to the other Members under this Agreement. Membership in a Prana Circle is not available to any Members who were previously removed, voluntarily or involuntarily, from a Prana Circle or who has failed to make a Contribution on the Contribution Date or to repay any Payout in accordance with the terms of the Prana Circle, or whose Prana Account or Third party payment platform Account has been terminated for any reason. Members agree to maintain a valid funded bank account linked during the prana circle and to make payments using that account.

 

B. Data Sharing. In responding to the questionnaire required in connection with setting up a Prana Account and, after becoming a Member of your Prana Circle under this Agreement, you are voluntarily disclosing personal information that may be legally considered non-public or confidential. Notwithstanding any provision of law related to such non-public information, you acknowledge and authorize that all such information may be viewed and shared by Members of your Prana Circle, Prana, Prana’s third-party administrators or service providers, Third party payment platform and Third party payment platform Financial Institution Partner, as necessary.  If you do not wish to share your personal information with other Members of your Prana Circle or any other party described herein, then you should not join a Prana Circle and you should not sign this Agreement. 

 

C.  Prana Circle Access to Member Information. By using the Prana Services to join your Prana Circle, you acknowledge and agree that you are voluntarily providing and sharing freely with the Members of your Prana Circle all of the information that is required to be provided under this Agreement or necessary, as determined by Prana, for the proper functioning of the Prana Circle, which information could otherwise be considered private information. This information includes, without limitation, responses to any questionnaires provided by Prana in connection with the Prana Services or a Prana Circle, information about Member Contributions, Total Member Contributions (as defined below), Payouts and communications between you and other Members of your Prana Circle (collectively, “Member Information”). In addition to and in exchange for your voluntary sharing of your Member Information, you are entitled to access to the Member Information of all of the other Members of your Prana Circle. Regardless of your ability to select an alias when using the Prana Services or joining a Prana Circle, you understand and agree that using an alias does not provide any guarantee of anonymity and your identity may become known to other Members of your Prana Circle. Accordingly, you accept all risk that your identity may become known to other Members of your Prana Circle or the public and you agree to waive, and hereby do waive, any and all legal or equitable rights or remedies you have or may have against the other Members of your Prana Circle with respect to such disclosure of information.

 

2. Prohibited Conduct.

 

 

A. Membership Restrictions. You agree not to engage in any of the following prohibited activities: (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, money laundering, hiding or attempting to hide your identity or (ii) misrepresenting the source, identity or content of any Member Information.

 

B. Compliance with Laws. You represent and warrant that (i) you have complied and will continue to comply with all applicable laws, statutes, ordinances and regulations (including without limitation any and all marketing and solicitation related laws, and any and all relevant lending laws and data protection or privacy laws) in your participation in your Prana Circle and (ii) because you have agreed to share with other Members your Member Information and other Members have agreed to share their Member Information with you, you have the authority and written consent from the other Members of your Prana Circle to access and use such information solely for the purposes permitted in this Agreement.

 

C. No Discrimination. Neither you nor any other Member shall engage in discrimination of any Member based on race, religion, national origin, sex, ethnicity, disability, gender identity, sexual orientation, age or any other protected class, and you agree to treat everyone in your Prana Circle and the Prana community with respect and without judgment or bias.

 

 

3. Contributions and Payouts.

 

 

A. Agreement to Contribute and right to Payout. As further described in the Prana Circle Terms, each Member of the Prana Circle must contribute funds, once a week or once a month (the “Contribution Date”), to the Third party payment platform Account (the “Contribution”), and each Member may receive one payout for an amount and on the date set forth in the Prana Circle Terms (the “Payout”), subject to the terms herein. The Contributions shall be made from your Third party payment platform Account, as further described below. Each Payout shall not exceed the aggregate Contribution amount in the Third party payment platform Account. The Payout date cannot be modified, unless every Member not yet to receive a Payout agrees to such modification. You may receive only one Payout. Further, you may not receive a Payout if you fail to make all required Contributions or if you are in breach of this Agreement, the Prana Terms of Service or the Third party payment platform Terms of Service. In the event a Member fails to repay a Payout or fails to make a satisfactory Contribution, your Payout may be less than the amount initially disclosed to you at the time of the Prana Circle formation. Prana is not the lender and is not responsible for Contributions or Payouts. By entering into this Agreement, you agree: (i) to fund from the funds in your Third party payment platform Account required Contributions in accordance with this Agreement and the Prana Circle Terms; (ii) to share your ratable share of funds in the Third party payment platform Account (your Contributions) with other Members as Payouts; and (iii) to receive a Payout, to be credited to your Third party payment platform Account, in accordance with the Prana Circle Terms, subject to this Agreement.

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B. Agreement to repay Payout. By entering into this Agreement, you agree to repay the Payout you receive on the date and on the terms set forth in the Prana Circle Terms. To that end, you authorize Third party payment platform to debit your Prana Balance for an amount equal to your Payout on or after the date your Payout is due, as set forth in the Prana Circle Terms. In the event your Prana Balance has insufficient funds, you authorize Third party payment platform or the Third party payment platform Financial Institution Partner to debit your Bank Account for an amount equal to your Payout on or after the date your Payout is due, as set forth in the Prana Circle Terms plus an additional non-sufficient funds fee of up to [$2.50]. Your failure to repay a Payout will result in your termination from the Prana Circle; provided, however, the termination will not discharge your obligation to repay the Payout. For the avoidance of doubt, you shall continue to be responsible for the repayment of a Payout, subject to applicable law. A breach of any provision of this Agreement will result in the Payout being immediately due, and you authorize Third party payment platform or Third party payment platform Financial Institution Partner to debit your Prana Balance and/or Bank Account for an amount equal to the Payout. You understand and acknowledge that a failure of any Member to repay a Payout will result in a loss of your Contribution.

 

C. Amendments to the Prana Circle Terms. The Prana Circle Terms may be amended from time to time based on consent from all Members; provided, however, the following terms of the Prana Circle Terms may be automatically adjusted, at the discretion of the Administrator, in the event of a failure by any Member to make a timely Contribution(s) (including if a Member is terminated and is no longer permitted or obligated to make a Contribution) or to timely repay a Payout or if any individual Member terminates pursuant to Section II.7: the Payout amount, the frequency and/or amount of Contributions and the termination date of the Prana Circle. The amended Contributions and Payouts shall be calculated by the administrator of the Prana Circle (the “Administrator”) using the Prana Services, as further described below. Any changes to the Prana Circle Terms shall be effective upon notice to the affected Member(s). If at least fifty percent (50%) of all Members that are not in default of any obligation under this Agreement and whose Prana Account are in good standing contest the change by notifying the Administrator within two (2) business days of the notice of change, the Prana Circle will automatically terminate.

 

 

4. Payouts and Contributions. The Administrator shall, from time to time and through the Prana Services, calculate the aggregate amount of Contributions submitted by the Members of your Prana Circle and the amount available for Payout. If the Administrator determines that the aggregate amount of Contributions submitted by the Members of your Prana Circle is insufficient to meet the immediately following Payout amount (as set forth in the Prana Circle Terms), the Administrator will notify the affected Member and shall calculate the amount eligible for Payout and Contributions required by such affected Member in the future. Any reversals of Contributions or Payouts are subject to and governed by the Third party payment platform Terms of Service. You should refer to the Third party payment platform Terms of Service for additional information.

 

 

5. Acknowledgment – No Guaranty. You acknowledge that the result of entering into this Agreement and joining your Prana Circle for the purpose of communal pooling and distributing funds from the pool to all Members in good standing of the Prana Circle is that your Contribution may not be returned to you and you may not receive a Payout. This is more likely if a Member fails to make the required Contribution or repayment of a Payout. Notwithstanding anything to the contrary, nothing in this Agreement shall be interpreted as any type of guaranty or assurance that you will receive a Payout or your Contribution will be returned. For the avoidance of doubt, Prana offers no guarantees related to the Prana Circle and is not liable for any default related to other Members or a Prana Circle, including no liability in the event any Member defaults on its obligations under this Agreement, the Prana Circle or any other agreement between Prana and the defaulting Member.

 

 

6. Funding of Your Third party payment platform Account and Prana Balance.

 

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A. Creation of Third party payment platform Account. You and all Members of your Prana Circle are required to create an account with Third party payment platform to be used solely for purposes of performing your funding obligations under this Agreement (“Third party payment platform Account”). Your Third party payment platform Account will be used solely for purposes of, and is the only available or authorized mechanism for, funding your Contribution(s) to the Prana Balance and receiving your Payout, unless otherwise stated in this Agreement. All funds in the Third party payment platform Account are maintained and held by the Third party payment platform Financial Institution Partners, and all fund transfers are conducted by the Third party payment platform Financial Institution Partners. Prana has no responsibility to perform the Third party payment platform Services or funds transfers, and Prana does not receive, hold or transmit funds. Any reversals of Contributions or Payouts are subject to and governed by the Third party payment platform Terms of Service. The Prana Services will notify you of any amount you are required to maintain at all time in your Third party payment platform Account, which amount will be equal to the amount required of all Members of your Prana Circle, and you agree to maintain the available balance in your Third party payment platform Account at not less than that amount. Your Third party payment platform Account will be created pursuant to and governed by a separate legal agreement between you and Third party payment platform, the terms of which are not part of this Agreement, notwithstanding that fact that you will be required to authorize Third party payment platform to make distributions from and accept deposits into your Third party payment platform Account pursuant to instructions from the Administrator.

 

 

B. Ownership & Control of Third party payment platform Account. You will be the owner of all funds deposited into your Third party payment platform Account, notwithstanding any access authorization to your Third party payment platform Account that you may grant to any third party, including Third party payment platform, Third party payment platform Financial Institution Partner, Prana, and/or the Administrator, or any limitations on transfers set forth in this Agreement. You acknowledge and agree that Prana, Third party payment platform, Third party payment platform Financial Institution Partner and the other Members of your Prana Circle are not responsible for any breaches of payment method security or privacy related to your Third party payment platform Account. All amounts on deposit in your Third party payment platform Account at the termination of this Agreement shall be and remain your sole property, with your access and control being governed exclusively by the terms of your separate account agreement with Third party payment platform.

 

 

C. Prana Balance. Prana Circle Contributions are maintained in Prana Balance, and all Payouts are distributed from that account. The Prana Balance is maintained by a Third party payment platform Account Financial Institution Partner. All Members will jointly own the funds in the Prana Balance attributable to their Contribution(s), which may be less than Members’ original Contributions. Prana will not own, hold, control or receive your funds (including Contributions and Payouts) or any of the funds within your Third party payment platform Account Account or the Prana Balance.

 

If you terminate your participation in this Agreement prior to the end of the term of your Prana Circle, any remaining pledge balance in the Prana Balance will be forfeited and will be available to the Members of your Prana Circle to fund all Payouts, with any residue at the expiration of your Prana Circle to be returned to you, unless prohibited by law. You may not draw funds out of your Third party payment platform Account if doing so will cause your balance to fall below an amount specified by Prana, as described in subsection (A) to this Section. At the completion of the term of your Prana Circle, the full balance can be withdrawn from your Third party payment platform Account.

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D. Changes to Account Provider. If Third party payment platform or Third party payment platform Financial Institution Partner is no longer available for any reason to provide electronic payment and account services to the Prana Services and Members, and a new or replacement payment processor or financial institution is identified, all references to Third party payment platform and to Third party payment platform Accounts or Third party payment platform Financial Institution Partner in this Agreement shall be deemed to refer to the new or replacement payment processor or financial institution, as the case may be. 

 

 

7. Term & Termination.

 

 

A. Term. The Term of this Agreement will commence when you receive the notification from Prana referred to in Section I that your Prana Circle has become active, and shall continue for the term set forth in the Prana Circle Terms unless modified in accordance with this Agreement (the “Term”).

 

B. Prana Circle Termination. This Agreement shall terminate automatically (a) if during the Term, the majority of the Members of the Prana Circle not in default under this Agreement and whose Prana Accounts are in good standing elect to terminate the Agreement, provided, all Payouts have been repaid; (b) if required by law (including if any Member commits an illegal act); or (c) if Prana, in its sole discretion, terminates the Prana Circle. In no instance will Members be entitled to refunds or reimbursements of any fees paid to Prana in the event the Prana Circle is terminated.

 

C. Individual Member Termination. Your Agreement and participation in a Prana Circle shall automatically terminate at any time during the Term in the event that (a) you notify the other Members of your Prana Circle through the Prana Services of your election to withdraw from the Prana Circle; provided, however, you have repaid all Payouts; (b) you fail to maintain in good standing or otherwise terminate your Prana Account; (c) you engage in any fraudulent, abusive, or illegal activity in connection with your Prana Circle, your Third party payment platform Account or your Prana Account; or (d) it becomes apparent you misrepresented information provided to Prana, the Prana Circle, Third party payment platform Account or any other Members. Your Agreement and participation in a Prana Circle shall terminate in the event you are in default under this Agreement, provided the Administrator may waive the first default, unless the majority of the Members of the Prana Circle not in default under this Agreement and whose Prana Accounts are in good standing contest the waiver by notifying the Administrator within two (2) business days of the notice of waiver. Upon receipt of notice by the majority of Members in good standing, your Agreement and participation in the Prana Circle terminate.  Upon and notwithstanding any termination under this Section, you will remain responsible for the funding of your Contributions and Payout for the period prior to your termination. You consent to Administrator disclosing any defaults to the Members of the Prana Circle.

 

III. Miscellaneous Provisions.

 

1. Acknowledgments.

 

 

A. Prana is Not the Lender. You acknowledge and agree that Prana is neither the lender, guarantor of any loan, nor provider of any funding for the Prana Circle.

 

 

B. Relationship of the Members. You acknowledge and agree that the relationship of the parties to this Agreement (the Members of your Prana Circle) is and shall be that of a voluntary association. Your Prana Circle is not a separate legal entity, and this Agreement does not create a partnership or joint venture. Neither you nor any other Member can bind another Member or create any relationship of principal or agent.

 

 

C. Administrator Liability. You acknowledge and agree that the Administrator is under no obligation to perform any services or acts described in this Agreement. You further acknowledge and agree that Administrator is not a party to this Agreement. To the greatest extent permitted under law, you agree to waive any claims or actions you may have against Administrator.

 

2. Indemnity.

 

 

If you engage in any fraudulent, abusive, or illegal activity in connection with your Prana Circle, your Third party payment platform Account or your Prana Account that results in a violation or termination of this Agreement (“Terminating Misconduct”), you agree to defend, indemnify and hold harmless each of the other Member in your Prana Circle, Prana and Third party payment platform from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) (collectively, “Losses”) arising from your Terminating Misconduct.

 

 

3. No Warranty.

 

 

YOUR MEMBERSHIP IN A PRANA CIRCLE IS PROVIDED ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS. USE OF YOUR MEMBERSHIP IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR MEMBERSHIP IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EACH MEMBER DOES NOT WARRANT THAT YOUR MEMBERSHIP WILL MEET YOUR REQUIREMENTS. THE OTHER MEMBERS DO NOT WARRANT OR GUARANTEE THAT YOUR CONTRIBUTION WILL BE RETURNED TO YOU OR THAT YOU WILL RECEIVE A PAYOUT OR PAYMENT AT ALL FROM MEMBERSHIP IN YOUR PRANA CIRCLE, AND THE OTHER MEMBERS OF YOUR PRANA CIRCLE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LACK OF ANY PAYMENT OF CONTRIBUTION, RECEIPT OF PAYOUT OR REPAYMENT OF PAYOUT. THE OTHER MEMBERS OF YOUR PRANA CIRCLE DO NOT MAKE ANY ENDORSEMENTS OF ANY PARTICULAR MEMBER, NOR ARE YOU ENDORSING ANY OTHER MEMBER. ALL MEMBERS EXPRESSLY DISCLAIM ASSUMPTION OF ANY LIABILITY OR RESPONSIBILITY FOR YOUR FAILURES UNDER THIS AGREEMENT.

 

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

 

4. Limitation of Liability.

 

 

YOUR MEMBERSHIP IN A PRANA CIRCLE IS PROVIDED ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY MEMBER BE LIABLE TO ANOTHER MEMBER UNDER THIS MEMBERSHIP AGREEMENT FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES.

 

AS PRANA IS NOT A PARTY TO THIS AGREEMENT, PRANA SHALL NOT HAVE ANY LIABILITY TO YOU OR ANY OTHER MEMBER UNDER THIS AGREEMENT.

 

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PRANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

 

5. Governing Law; Alternative Dispute Resolution & Class Action/Jury Trial Waiver.

 

 

A. Governing Law. This Agreement shall be governed by the laws of the State of New York, without respect to its conflict of laws principles.

 

 

B. Alternative Dispute Resolution. Before resorting to any legal action against any Member of your Prana Circle to resolve a dispute under this Agreement, you agree to first tender the dispute through the Prana Services to attempt to achieve a negotiated resolution. Prana may contact the Members of your Prana Circle, and may suggest that the Prana Circle select a subcommittee of the Members of your Prana Circle to mediate and resolve the issue.

 

 

C. Class Action/Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITH RESPECT TO ALL PERSONS, ALL CLAIMS MUST BE BROUGHT IN THE MEMBER’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EACH OTHER MEMBER OF YOUR PRANA CIRCLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND TO RESOLVE CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT.

 

 

6. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by any Member. Your membership in your Prana Circle is personal to you. Any attempted transfer or assignment in violation hereof shall be null and void.

 

 

7. Notification Procedures and Changes to the Agreement. The terms of this Agreement will not change during the Term without the consent of all Members of your Prana Circle, unless set forth otherwise in this Agreement. However, updated or amended forms of this Agreement may be required at or prior to any renewal of the Term. In the event of the introduction of a new form of Agreement, all Members of your Prana Circle will be given notice from the Prana Services in advance of the renewal date.

 

 

8. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any Member’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

 

 

9. Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

 

 

10. Electronic Signature. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts must be executed and delivered by electronic signature through the Prana Servicers, which is accessible through your Prana Account.

 

 

11. Entire Agreement. This Agreement, together with all agreements or documents incorporated by reference, any and all amendments, shall constitute the entire agreement between you and the Members in your Prana Circle concerning your participation in your Prana Circle and your rights and responsibilities to all other Members of groups formed through the Prana System.