By executing a Membership Application or similar agreement (the “Membership Application”) with The Truss Group, DBA (doing business as Truss), a Utah limited liability company (the “Truss”), the client or company identified in the Membership Application (the “Company”) hereby agrees to be bound by these terms and conditions, along with any standard of conduct or other Truss policies incorporated herein (these “Terms”), as if they were incorporated directly into the Membership Application. The terms “Membership Application” and “Agreement” as used herein shall be deemed to include these Terms as well as the applicable Membership Application.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby agreed and acknowledged, each of Company and Truss hereby agrees to be bound as follows:

MEMBERSHIP FEES; BILLING AND PAYMENT TERMS

Company agrees to pay Truss the amount(s) that pertain to the Company’s chosen level of membership, package type, event selection, or Truss privileges and participation, as set forth in the Membership Application (the “Membership”). Any such amounts payable to Truss (the “Membership Fees”) may be paid annually in advance or monthly in advance, as indicated on the Membership Application.

If Company is paying Membership Fees via credit card, Company hereby authorizes Truss to charge any Membership Fees to the credit card indicated on the Membership Application, or any other credit card provided to Truss via written or electronic communication, according to the following schedule:

If Membership Fees are not paid via credit card, all such fees shall be due and payable within 30 days of the date that Truss delivers the Company an invoice for Membership Fees.

Membership Fees shall be considered past due 30 days from the date such amounts are due. If Truss has communicated any discounts to Company, all such discounts shall become invalid if Membership Fees are not received on time. A late fee on past-due Membership Fees shall be assessed in an amount equal to the lesser amount of 18% per month, or the maximum allowable interest under applicable law.

Should collection become necessary, the Company hereby expressly agrees to pay all costs of collection including an additional 35% of the unpaid amount to cover Truss losses, costs and expenses, whether or not the account is turned to an outside collection agency. Company also agrees to pay all court costs and attorney fees should legal action become necessary. If Company cancels its Membership, Truss does not refund prior payments.

TERM

The initial term is for a period of twelve (12) months beginning on the Contract Date, after which the term shall be automatically renewed and extended on a month-to-month basis unless either party delivers to the other party a written notice of termination on or before thirty (30) days prior to the expiration of the initial or any renewal term.

CANCELING MEMBERSHIP; TERMINATION

Company has a 45 day grace period from signing of the Membership Application contract to cancel its Membership. If a Truss Event is attended during the 45 day grace period, the grace period is void and Company cannot cancel its Membership. If Company is in its first year of Membership, is paying monthly, and desires to cancel, Company must pay to cover the amount of Truss Events they have used or 40% of the remaining annual contract, whichever is greater. If Company has had Membership for longer than one (1) year and desires to cancel, Company must pay for the amount of any Truss Events used.

Outside of the grace period indicated above, Company shall not be permitted to cancel or terminate its Membership, and shall be responsible for paying all Membership Fees for the full Membership term.

Truss shall be permitted to terminate any Membership at any time and for any or no reason, after which termination by Truss the Company shall not be obligated to pay remaining Membership Fees.

MEMBERSHIP ELIGIBILITY

Membership eligibility, as well as revenue, net worth, budget, and operating budget eligibility, shall be as set forth below, provided that all eligibility shall be determined at the sole and complete discretion of Truss.  

Corporations:

  1. If Company’s annual revenue is below $3M then it does not qualify for Membership.  However, if Company’s annual revenue is below $3M, but Company has raised more than $3M in funding, then it may be eligible for Membership at the sole and complete discretion of Truss.
  2. If Company’s annual revenue is between $3M and $30M, the only people from Company who qualify to attend a Truss sponsored experience, escape, event or trip (collectively referred to as a “Truss Event”) are the CEO, President, or those with over 20% ownership, for a maximum of two (2) people that may attend.
  3. If Company’s annual revenue is between $30M and $100M, the only people from Company who qualify to attend a Truss Event are the CEO, President, those with over 20% ownership and the next top two ranking members of the executive team that directly report to the President or CEO, for a maximum of five (5) people that may attend.
  4. If Company’s annual revenue is over $100M, the only people from Company who qualify to attend a Truss Event are the CEO, President, those with over 20% ownership and the top four ranking executives that directly report to the President or CEO, for a maximum of six (6) people that may attend.

Professional Services: (Insurance, Real Estate, Financial Planning, Law Firms, consulting, any industry which Truss deems in its sole discretion to be a “services” industry) In order for an individual to qualify they must have a net worth of over $5M personally. If the person is representing a firm, they must meet the qualifications listed in Corporations section.

Regional Office: (Not the company headquarters): If the Company Regional Office annual revenue is between $30M and $100M, only the head person of the Regional Office qualifies. If the Regional Office annual revenue is over $100M, the head of the region plus the next top two people inside the region that directly report to the head of the Regional Office qualify to attend a Truss Event.

Those in Transition: If an individual has qualified within the last year but is now in transition (e.g., no longer employed with the company that qualified), the individual has 12 months from the date the transition began to qualify again as part of a new company. If the individual’s net worth is over $5M, they shall automatically qualify.

Non-Profits: The non-profit must have an annual operating budget larger than $3M and only the Executive Director shall qualify to attend a Truss Event.

Universities: Universities must follow the same rules as corporations. Instead of revenue, annual budget is measured. The University President would be considered the CEO to qualify to attend a Truss Event. The Athletic Director for a Division 1 school also qualifies. All exceptions must be approved by the Truss Board.

Certification: Company must submit a signed letter from a third party CPA confirming their annual revenue, net worth, budget, or operating budget. All companies must share their internal org chart to confirm reporting structure and individuals qualified to attend a Truss Event.

Sponsorship Exemption: If Company is a Truss sponsor, additional attendees that don’t qualify under the above stated qualification standards may be added at the sole and complete discretion of Truss. All additional individuals must report to someone who does qualify.

For eligibility based on revenue, pass through revenue shall not count toward determining annual revenue (e.g., money under management, gross real estate sales, media buying, financial institution clients, etc.), unless permitted in the sole and complete discretion of Truss).

CONFIDENTIAL INFORMATION

All information relating to Company that is known by Truss to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Truss for three (3) years after termination or cancelation of Membership. The foregoing obligation shall not apply to any information which is: (i) already known by the receiving party prior to disclosure; (ii) publicly available through no fault of the receiving party;  (iii) rightfully received from a third party without a duty of confidentiality; (iv) disclosed by the disclosing party to a third party without a duty of confidentiality on such third party; (v) independently developed by the receiving party prior to or independent of the disclosure; (vi) disclosed under operation of law; or (vii) disclosed by the receiving party with the disclosing party’s prior written approval.

LOGO + TRADEMARK USE

Company hereby consents to the display or use by Truss of Company’s trade names, logos, trademarks or service marks in Truss’s promotional materials, customer lists, business plans, investment memoranda, or announcements, but no license is granted beyond this limited use.

EXPERIENCES

Truss has the right to change dates or location at any time prior to any Truss Event. If Truss Event attendance is confirmed within 45 days of the Truss Event dates, Company has 48 hours from confirmation to change Truss Events with no penalty. Premium Truss Events do not include airfare in the pricing. All premium fees and airfare costs for premium Truss Events must be paid before attending a premium Truss Event. Premium fees must be paid for every individual who attends a premium Truss Event. Truss reserves the right to change premium fees and airfare amounts if additional spots are added to a Truss Event and costs become higher. Company agrees to abide by any Standard of Conduct or other Truss Event policies that may be communicated to Company in connection with attendance at any Truss Event or that are made available in connection with these Terms and Conditions.

EXPERIENCE CONTENT

Company and its attendees providing content understand and agree that Company is solely and completely responsible for any and all content provided for dissemination to other Truss Event attendees or that is provided to Truss for distribution. Company also understands that this information will be available to any individual, company, or entity with access to the internet, and Truss will not be held responsible or liable for any information provided. Any and all materials or intellectual property provided to Truss Event attendees relating to the training and concepts presented at the Truss Event cannot be reproduced or printed by Company or attendees without prior written permission from Truss.

CANCELING EXPERIENCES

If Company wishes to cancel attendance for a Truss Event, written notice must be given to Truss at least 45 days prior to the Truss Event dates, and credit for the Truss Event (e.g., value of the Truss Event), including any premiums paid, become a credit on Company’s account. If attendance is canceled within 45 days of a Truss Event, the Truss Event credit will be lost and is not refundable, and any and all premiums and airfare paid for the Truss Event will be lost and shall not be refundable.

TRUSS EVENT CREDIT TRANSFERS

Company may pay a $2,000 fee to carry over Truss Event credit from one Membership year to an immediate next Membership year. Truss Event credits may be used to pay premiums, with the limitation that the value of a trip credit is $2,000 toward a premium. Truss Event credits for the Getaway, Connect Lunches, Golf Tournament or Date Nights cannot be used toward the cost of a premium.

FORCE MAJEURE

Neither party shall be responsible for any failure to perform or delay in performing any of its obligations under this agreement where and to the extent that such failure or delay results from causes outside the reasonable control of the party.  Such causes shall include, without limitation, Acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, civil commotions, or the like.

INSURANCE

Company shall maintain, at its expense, a comprehensive general liability insurance policy covering claims of bodily injury, including death, and property damage that may arise out of attendance on any Truss Event, and containing such other provisions as may be required by Truss. Such policy or policies shall provide a coverage minimum of $1,000,000 per occurrence. Upon demand by Truss, Company shall promptly supply Truss with certificates of insurance of such policies.

LIMITATION OF LIABILITY

Company agrees that it shall not hold Truss or its agents or employees liable for any incidental or consequential damages that arise from failure to perform any aspect of this agreement, unless such failure was caused by intentional or willfully negligent acts of Truss. Truss is not responsible for transportation to a Truss Event or for loss or damage to personal property. Company recognizes that some events and activities that occur on a Truss Event may be subject to an element of physical or emotional risk, harm, injury, or danger, and Company assumes full liability and responsibility. Participation in these activities is up to Company and the attendee. Truss is not responsible for any harm or injury to the attendee during these activities. It is within Company’s and its attendee’s sole discretion to participate in the activity or merely be an observer at the activity.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY CLAIM OR ACTION HEREUNDER, BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY.  IN NO EVENT SHALL TRUSS BE LIABLE TO COMPANY OR ANY COMPANY ATTENDEE FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS OF THE AMOUNTS PAYABLE TO TRUSS UNDER THIS AGREEMENT.

DISPUTE RESOLUTION

Any disputes arising out of this agreement shall be submitted to binding arbitration before a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s decision and award shall be final, and judgment may be entered in any court having jurisdiction thereof. The non-prevailing party in any dispute shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the prevailing party.

ENTIRE AGREEMENT  

This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter of this agreement.  The terms and conditions of this agreement may not be changed except by an amendment signed by an authorized representative of both Company and Truss.