OMNISTRUCT HUB 

Terms and Conditions Membership Agreement

PURPOSE

The Omnistruct Hub exists to provide networking, growth, and training to a community of people within which they can meet as a peer group to share growth and training strategies in the arena of cybersecurity continual governance, risk and compliance and to develop professional relationships, provide business introductions for one another, and share referrals. When each person approved for membership (each a “Member”) is committed to being a positive catalyst for business growth to the other Members of their chapter, the community flourishes.

The Omnistruct Hub (OH) Terms and Conditions (TC)  Member Agreement (hereinafter “Member Agreement”) is designed to inspire and guide the ethical conduct of all OH Members. Additionally, the Member Agreement serves as a basis for remediation for violations.

1.      Memberships Includes:

1.1.   Access to join the Monthly live online Omnistruct Hub Cybersecurity Peer Advisory Grow Group.

1.2.   Curated cybersecurity live and replayed webinars for growth and sales training, tailored to the cybersecurity governance, risk and compliance world.

1.3.   Access to Omnistruct Hub community Slack Channel for networking and peer advice.

1.4.   Early bird rates for in person Good Human Growth Network (GHGN) annual event including a one day Cybersecurity track.

1.5.   1-hour one to one personalized business strategic planning session for your organization with a business growth coach.

1.6.   Opportunities for joint roundtable and marketing events to grow your business.

1.7.   Access to The Good Humans Growth Network®

1.8.   3 months’ access to sales training/group coaching in the How Good Humans Sell Community and bi-monthly virtual networking events across all the Good Humans groups for sales leads.

2.      Charter

2.1.   General Ethical Principles.

2.1.1.      All Members Must Act Ethically. This principle, which concerns the quality of Member interaction, affirms an obligation of OH Members, both individually and collectively, will use their experience and connections for the benefit of all Members. Members shall conform to the ethical standards greater than or equal to those required of their profession or industry. Member interaction shall display the highest principles of honesty, courtesy, fair practice, and professional decorum. Members will attend meetings to conduct business relevant to their professions and exemplify high professional behavior standards in their fields of work.

2.1.2.      Avoid Harm. “Harm” shall mean any negative consequences, especially when those consequences are significant or unjust. Examples of harm include unjustified physical or mental injury, unjustified destruction or disclosure of information, and unjustified damage to reputation and the Chapter environment.

2.1.3.      Be Honest and Trustworthy. OH Members should be honest about their product or service offerings, qualifications, and any limitations in their competence as a professional. Members must be forthright about any circumstances which might lead to either real or perceived conflicts of interest or ethical violation with other Members. Furthermore, all commitments should be honored or adjusted to ensure mutual Member satisfaction.

2.1.4.      Be Fair and Act Inclusively. The values of equality, tolerance, respect for fellow OH Members, and justice govern this principle.  Members should foster fair participation of all Members, including any underrepresented groups.  Prejudicial acts or discrimination based on age, color, disability, ethnicity, family status, gender identity, labor union membership, military or veteran status, nationality, race, religion or belief, sex, sexual orientation, political affiliation, or any other inappropriate factor is an explicit violation of the Member Agreement, and may also violate applicable local, state, and federal law.

2.1.5.      Respect Other Members’ Work and New Ideas. Developing new ideas, inventions, creative works, and computing artifacts creates value, and those Members who expend this effort should expect to gain value attributable to their work.  Members should therefore credit the creators of ideas, inventions, work, and artifacts and respect copyrights, patents, trade secrets, license agreements, and other methods of protecting that Member’s work.  Members should not claim any ownership of work, ideas, inventions, or creative works which they or others have shared as public resources.

2.1.6.      Respect Privacy. Members should respect other Member’s privacy both professionally and personally.  Technology enables the collection, monitoring, and exchange of personal information quickly and often without the knowledge of those affected. OH Members should only use other Members’ personal information for legitimate purposes and without intentionally violating the rights of others.  There are transparent policies available through the Privacy Policy which allow all individuals to understand what data is being collected and how it is being used, to give informed consent for automatic data collection, and to review, obtain, correct inaccuracies in, and delete their personal data.

2.1.7.      Honor Confidentiality. Members shall treat all information concerning the business affairs of other Members as strictly confidential.  Members are often entrusted with confidential information such as trade secrets or other proprietary information, client data, nonpublic business strategies, financial information, research data, pre-publication scholarly articles, and patentable material.  Members should respect and protect confidentiality except in cases where there is evidence of a clear violation of local, state, or federal law or the Member Agreement.  In such cases, the nature or contents of that confidential information should only be disclosed to appropriate authorities or executive management in the case of a Member Agreement violation.  Each Member should consider thoughtfully whether such disclosures are consistent with this Member Agreement, and, if in doubt, refer the matter to                 leadership.

2.1.8.      Confidential Information. “Confidential Information” shall mean any and all information or documentation of a Member that: (i) has been marked “confidential” or with words of similar meaning, at the time of disclosure; (ii) if disclosed orally or not identified or marked “confidential” or with words of similar meaning, was subsequently summarized or identified or marked “confidential” or with words of similar meaning; and (iii) should reasonably be recognized as “confidential” information.

2.2.   Professional Principles.

2.2.1.      Maintain High Standards of Professionalism. High-quality member interaction depends on Members taking responsibility for their professional competence.  OH believes professional competence requires effective communication skills, reflective analysis, and recognizing and navigating ethical challenges.  Professionalism also includes respect for other individuals, punctuality, integrity, trustworthiness, and follow-through as it applies to written and verbal communication, attendance, giving referrals, and a well-groomed appearance.

2.2.2.      Create Opportunities. OH  may provide training through both in-person meetings and email communication. These interactions may include networking skills, communication, and time management to ensure each Member has an opportunity to expand their business success. The Group has vision to keep data sacred and as such the field of cyber security is vast and expansive. Forming strategic networks is key to traversing this dynamic environment and growing your organization. Opportunities are provided in several ways. The following are two examples.

2.2.2.1.            A Connection is someone whose professional knowledge or network could   benefit a Member if the two individuals undertake to develop a business relationship.

2.2.2.2.            A Referral is an introduction to someone who has a real need for a Member’s products or services.

In both these cases, it is usual and customary that a Member should attempt to reply via email communication within two (2) business days once an introduction is made, so the opportunity remains relevant.

Members should realize that while connecting and referring is part of business success, a barrage of “pitch slapping” or sales pitches is not what the community Slack Channel is for and there are strict rules for “sales pitches” that will be posted in the Community Slack Channel and updated from time to time based on necessity.

2.2.3.      Support All Members. In order to GROW, Members should support one another on social media by following, commenting, liking, and/or re-sharing each other’s posts at least once per week on their shared platforms.

2.2.4.      Joining The Omnistruct Hub online Slack Channel is required. Checking Slack and replying to relevant messages at least once per week is also necessary to engage and support fellow members.

2.2.5.      Sharing and supporting live Roundtable, Mastermind, and Webinars through other social media outlets is extremely important and appreciated.

2.2.6.      All feedback is to be delivered in a constructive manner.   

2.3.   Accountability

2.3.1.      Meeting Attendance. If you join the Access to join the Monthly live online Omnistruct Hub Cybersecurity Peer Advisory Grow Group. The Group will hold a mix of twelve (12) in person or online monthly meetings per calendar year, with a frequency of one (1) each month.  The meetings shall be held online unless indicated.  To get the most out of membership, Members agree to attend twelve (12) of the scheduled meetings.  Members will receive an email and an announcement through the Slack Channel the week after each monthly meeting for which they are responsible to read.  This communication will be the primary source of all upcoming meeting details.

As the Group grows, the Group can break into Chapters. Each Chapter will decide on a meeting schedule beneficial to that Chapter, and the meeting shall conform to the requirements of the OH Membership standards and policies. Additional Fees may be required should a new Chapter be created. All new Chapters will be required to undergo a vetting process by Omnistruct Hub leadership.

2.3.2.      Excused Absences. Excused absences include illness, acts of God, and family emergencies.  Each Member is allowed a maximum of one (1) unexcused absence per year.  If a Member is unexcused twice in a single twelve (12) month period, the Member may be removed from the Group or Chapter without refund (if leaving OH). Unexcused absences shall include but are not limited to, being a “no show”, not sending a substitute, or not attempting to book a substitute.

As soon as a Member knows they are unable to attend a monthly meeting, they are responsible to identify and send a substitute.  Ideally, a substitute is someone from your business who will attend the monthly meeting in your place. A second option is for a client or customer of your business to attend in your place. A third option is to ask the OH  leadership team to help find a substitute so your absence is excused. To indicate that you are sending a substitute to the meeting or need help finding a substitute, email [email protected].

3.      Violations.

3.1.   OH shall be the sole and final arbiter of whether a Member has violated the terms and conditions of this Agreement. In the event that OH determines, in its sole discretion, that a Member has violated the Agreement, OH may terminate the Member's membership without refund, and the Member shall have no right to appeal such termination.

4.      Fees and Terms

4.1.   Fees

4.1.1.      OH Membership Fees are automated based on payment frequency and package chosen at the time of check out. Receipts will be sent based on that payment frequency and all payments will automatically begin after any trial period has ended and fees will be deducted through your organization’s   preferred payment method filed at the time of checkout.

4.1.2.      You will pay us by ACH, debit or credit card.  If you pay us with a debit or credit card, then you authorize us to automatically charge your designated credit card account for Fees and a non-refundable 2.75% Convenience Fee will be added to each payment.  Your authorization will remain in effect until you cancel it by providing us with notice see 3.1.2. If the credit card account on file is closed, if the account information is changed, or if, for any reason, a charge is rejected, you will immediately update your credit card account or supply a new payment account, as appropriate.

4.1.3.      If you have a bona fide dispute concerning any portion of the Fees invoiced, you will pay all invoiced Fees and Taxes and thereafter provide us with notice of the dispute within 30 days from the date of the invoice.  This notice will set forth the details surrounding the dispute.       You waive the right to dispute any Fees not disputed within 30 calendar days after the date of invoice.  We will discuss the disputed Fees within five calendar days of the date of the notice.  When the dispute is resolved, (1) if a payment is owed to us, the payment will be made within 10      business days of the dispute resolution or (2) if an amount is owed to You, we, in our sole discretion, will either (a) credit the amount to your account within      10      business days of dispute resolution (or within such other timeframe as mutually agreed on in writing), or (b) apply a prorated credit amount to your account for the remainder of the then-current term.  All negotiations under this subsection will be treated as confidential compromise and settlement negotiations.  Nothing said or disclosed, nor any document produced, during the negotiations which is not otherwise independently discoverable will be disclosed to any third party nor offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation.

4.1.4.      Taxes. OH reserves the right to collect any and all taxes that are required by federal, state, or local entities. You hereby authorize Omnistruct to add these taxes to your membership as required.

4.2.   Terms

4.2.1.      All memberships are for the term of one year, irrespective of payment frequency and will be renewed automatically in perpetuity. Members may cancel their membership by notifying [email protected] 30 days in advance of annual membership renewal.

4.2.2.      Notification of annual renewal will be sent 45 days prior to renewal date to the email on record. It is the obligation of the member to keep their email and payment information up to date and delayed cancellations due to out of date member information if inside the 30 day mark will be renewed for another year.

4.2.3.      It is the responsibility of the Member to keep current all payment modalities.

4.2.4.      Refunds. There are no refunds if a Member must withdraw or is expelled from the Group or after the trial period has ended and the first fee has been paid. By hitting submit through the cart, you are agreeing to the OH Membership Agreement.

4.2.5.      For any billing questions contact [email protected].

4.2.6.      Members will be notified through the email record on file 45 days prior to renewal any changes in Membership Fees and TC’s  due to inflation, costs, act’s of God, etc.

5.         Responsibility

5.1.   The TC governs your access to and use of our OH and all content, services, tools, technologies, and products that may be available through our portals, website, or off-line.  This includes electronic signature Service, online uploads, displays, deliveries, acknowledgments.

5.2.   You will not access, store, distribute, or transmit any Viruses or other material that adversely affects our systems.  This includes anything that (1) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; (2) facilitates illegal activity; (3) causes damage or injury to any person or property; or (4) is in violation of the TC.  The term “Virus” refers to any thing or device (including any software, worms, or the like) that may prevent, impair, or otherwise adversely affect (1) the operation of computer software, hardware or networks, any telecommunications service, equipment, or networks, or any other service or device, (2) access to or the operation of any program or data, including its reliability, or (3) the user experience.

5.3.   We reserve the right, without liability to you, to disable or suspend your access to the OH if (1) there is any breach or anticipated breach by you of the TC; (2) you or your Users’ use of the OH disrupts or poses a security risk to the OH or any other customer, may harm our systems (or any provider of any third-party Service) or may subject us or any third-party to liability; (3) you or your authorized Users are using the OH for fraudulent or illegal activities; or (4) our continuing to provide any OH to you is prohibited by applicable law;

5.4.   The OH may integrate with or provide links to various other independent third-party products, or services (“Linked Sites”).  We do not control or endorse Linked Sites.  We are neither responsible for their content nor responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within them.  You will need to make your own independent judgment regarding your interaction with Linked Sites.  We encourage you to be aware of when a user leaves the Service and to read the terms and privacy policy of each Linked Site.  We may terminate any link or linking program at any time in our sole discretion.  We disclaim all warranties, express and implied, as to the accuracy, validity, legality or otherwise of any materials, or information contained on Linked Sites.

5.5.   The OH may integrate with certain third-party websites and applications (“Third-Party Services”).  Third-Party Services will be governed solely by the terms of the Third-Party Service, as agreed to between you and a Third-Party Service provider.  We neither endorse or support nor are responsible for any Third-Party Services.  You may enable integration between the Service and Third-Party Services.  By doing so, you (1) instruct us to share Customer Data (including any Personal Data) with the Third-Party Service provider to facilitate the integration; and (2) grant us permission to allow the Third-Party Service provider to access Customer Data and information about your use of the Third-Party Service.  You are responsible for providing all instructions to a Third-Party Service provider about the use and protection of Customer Data.  We and your Third-Party Service providers will not be deemed processors or sub-processors of Personal Data with respect to each other.

6.      No Legal Advice; Electronic Communication.

6.1.   We are not a law firm, and the Service does not provide any legal advice.  Part of the Service may involve the making of contracts or other legal relations, and although we attempt to make sure our information is accurate and useful, we recommend that you consult with a lawyer if legal advice is required.

6.2.   You will receive various electronic communications from us during your use of the OH.  For contractual purposes, you (1) consent to receive communications from us in electronic form; and (2) agree that all communication that we provide to you electronically satisfy any legal requirement that a communication would satisfy if it were to be a written, hard copy. This will not affect your non-waivable rights.

6.3.   You understand that the public Internet is inherently insecure and that any devices connected directly or indirectly to it are potentially reachable by sophisticated hackers and their tools.  You also understand that, given the number of individuals, contractors, and third parties who interact with your internal systems, it is inevitable that, eventually, there will be some type of compromise. 

7.      Disclaimer of Warranties and Limitation of Liability.

7.1.   YOUR USE OF THE OH AND ANY DOCUMENTATION IS AT YOUR SOLE RISK.  THE SERVICE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICE OR DOCUMENTATION.  ANY MATERIAL THAT YOU OR YOUR USERS ACCESS OR OBTAIN THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK.  YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICE.  WE DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICE AND DOCUMENTATION WILL BE AVAILABLE WITHOUT INTERRUPTION OR TOTALLY ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.  SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

7.2.   WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES  (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), THAT RESULT FROM   USE OF THE SERVICE OR DOCUMENTATION.  UNDER NO CIRCUMSTANCES WILL OUR TOTAL AND CUMULATIVE LIABILITY (INCLUDING THAT OF OUR SUPPLIERS AND LICENSORS) FOR DIRECT DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE SERVICE OR OTHERWISE (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.  THIS SECTION IS FUNDAMENTAL, AND ITS SPECIFIC REQUIREMENTS WILL BE CONSIDERED THE BASIS OF THE BARGAIN BETWEEN US.  WE WOULD NOT BE ABLE TO PROVIDE THE SERVICE OR PERFORM OUR OBLIGATIONS WITHOUT YOUR AGREEMENT TO THESE TERMS.

8.      Indemnity.

You will indemnify, defend, and hold us, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from and against any costs, damages, expenses, losses, demands, and liabilities, including reasonable attorney fees, that relate to any claim (“Claim”) arising out of (1) you and your User’s acts or omissions; (2) you and your User’s use of the Service; or (3) our use of your Content that constitutes an infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license or other property or proprietary right, or constitutes the unauthorized use or misappropriation of any trade secret.  We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event, you will assist and cooperate with us in asserting any available defenses.  You will not settle any such matter without our prior written consent.

8.1.   Miscellaneous

8.1.1.      All executed Proposals are incorporated into and made a part of the ToS, which is the entire agreement between us concerning its subject matter.  The ToS may only be modified by a written amendment signed by an authorized executive of each party.  Any prior agreements or representations, either written or oral, relating to the subject matter of the ToS are of no force or effect.

8.1.2.      Except to the extent applicable law provides otherwise, the ToS and your access to and use of the Service will be governed by the laws of the State of California, U.S.A., excluding its conflict of law provisions.  Except for claims for injunctive or equitable relief or claims regarding Intellectual Property rights (which may be brought in any competent court without the posting of a bond), any dispute between us will be finally settled under the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with the Jams’ rules.  The arbitration will take place in Sacramento, California, in the English language, and the arbitral decision may be enforced in any court.  The prevailing party in any action or proceeding will be entitled to costs and attorneys’ fees.

8.1.3.      If any part of the TC is held invalid or unenforceable by a court of competent jurisdiction, that part will be construed to reflect the parties’ original intent, with the remaining provisions remaining in full force and effect.  A waiver by either party of any term or condition in the TC, or any breach thereof, in any one instance, will not waive the term or condition or any subsequent breach.

8.1.4.      You may not assign or transfer any of your rights or obligations under the ToS without our express, written consent.  We have the right to assign this contract and its revenue as required for our business operations.  The ToS will be binding on and will inure to the benefit of the parties’ successors and permitted assigns.

8.1.5.      No waiver by either of us of a breach or default, or failure to exercise any right allowed under the TC, is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights.

8.1.6.      Our relationship is and will continue to be that of independent contractors.  The employees of either party will be entitled to receive employee benefits from the other party or have any authority to act or purport to act on the other’s behalf.

8.1.7.      All notices will be in writing and sent as set forth below, or to such other addresses as may be designated by a party in writing.  Notices will be deemed received when (1) delivered personally; or (2) one day after deposit with a commercial express courier with confirmed delivery and with written verification of receipt. If to us, Omnistruct, Inc. Attn: Legal Dept. 2740 Fulton Ave. Suite 111-02, Sacramento, CA 95821 with a copy to: [email protected].

8.1.8.      Any provision of the TC, by its nature, would survive termination.

8.1.9.      Neither of us will be liable for any failure to perform, or delay in performing, an obligation where the failure or delay arises from a cause beyond our reasonable control (“Force Majeure Event”).  If a Force Majeure Event occurs, the parties will meet and discuss how to resolve the issue.  Either party may terminate the OH by giving the other notice if the defaulting party fails to perform its obligations for three continuous months due to a Force Majeure Event.  This subsection does not apply to Section 3, any obligation to pay money or any other obligation that is unaffected by the Force Majeure Event.

8.1.10.   We have negotiated the TC, and each party’s legal counsel has had the opportunity to review it.  Any rule of construction or interpretation requiring the resolution of any ambiguities against the drafting party will not apply in the construction or interpretation of the TC.

8.1.11.   The OH is not exclusive, and we may provide it to others.

8.1.12.   The headings and titles of the Sections of the TC are not part of it but are for convenience only.  They are not intended to define, limit, or construe the contents of these provisions.  As used in the TC, the term “including” means by way of example and not limitation.