This Membership Terms Agreement (the “Agreement”) is entered into by and between Modern Executive Solutions LLC, a Delaware limited liability company (“Modern”), which administers and oversees the Modern One program (“Modern One”), and each individual or entity who either (a) clicks “I Agree” or otherwise electronically accepts this Agreement, or (b) participates in, accesses, or continues membership in Modern One, thereby indicating their agreement to be bound by the terms set forth herein (referred to herein individually as a “Member” and, collectively, as the “Members”).

‍Members of Modern One agree to the following terms and conditions:

‍1. Purpose and Nature of Membership

1. Modern One is a private membership group comprised of executives and individuals who meet and interact regularly to discuss important and current topics. Membership in Modern One (the “Membership”) provides access to a hybrid social network consisting of both online and in-person interactions. The specific benefits of the Membership shall be as provided from time to time by Modern, and such benefits are subject to change in the sole and absolute discretion of Modern. Modern shall have the right to set, establish and maintain eligibility criteria for membership in Modern One. No certain benefits are guaranteed to be provided.  
2. Each Membership includes access to meetings, roundtable discussions, online forums, or other networking opportunities as determined and provided by Modern from time to time in its sole and absolute discretion.
3. Modern One is designed to facilitate candid, high level discussions among executives and professionals. Participation involves the exchange of sensitive, strategic, and potentially confidential information. As a condition of access, all Members agree to adhere strictly to the confidentiality, recording, and data usage and other requirements set forth herein. Information shared by Members reflects the views of individual Members and does not constitute professional advice, recommendations, or guidance. Modern does not verify the accuracy of Member statements and disclaims all liability arising from reliance on such information.
4. Modern recognizes the importance of ensuring that Members feel confident and secure in openly and fully participating in all aspects of Modern One, without fear of disclosure outside of Modern One of such Member’s strategies, methodologies or insights. Notwithstanding anything to the contrary contained herein, Modern will not disclose or make available any information that reasonably identifies a participant or their organization, or connects such Member or their organization to specific proprietary strategies, without the Member’s consent. Modern strives to protect Members and provide the necessary tools and safeguards to make Modern One a confidential environment in which to participate.
5. Membership in Modern One is at the discretion of Modern, which may deny membership to any prospective Member for any lawful reason in its sole and absolute discretion. Modern makes no representations or warranties regarding any specific outcomes, results, success, or benefits that may be achieved through membership in Modern One. Participation in Modern One is intended to provide opportunities for connection, collaboration, and information sharing; however, Modern does not guarantee any particular business, professional, financial, or personal results. Each Member’s experience and results will vary based on numerous factors outside Modern’s control. Modern reserves the right to establish different tiers of membership at any time in its sole and absolute discretion. The establishment of additional tiers of membership in Modern One shall serve to provide the opportunity for enhanced experiences with Modern One from that in the standard Membership.

2. Term of Membership

1. Each Membership shall have an initial term of one (1) year commencing on the earlier of the (i) initial date the Member or the Member’s company (the “Member Company”) assented to this Agreement by agreeing to its terms, and (ii) initial date that the Member began participating with Modern One. To the extent that a Member began participating with Modern One prior to assenting to this Agreement, such Member agrees and acknowledges that the terms and conditions of this Agreement shall apply to all actions taken prior to the Member or the Member Company formally assenting to the Agreement and that the term of the applicable Membership for such Member shall commence on the date upon which such Member first had access to Modern One. Each term of this Agreement shall automatically renew for successive one (1) year terms unless earlier terminated in accordance with this Agreement (each such period referred to as a “Term”).  
2. A Member may terminate their Membership for any reason by providing Modern with at least sixty (60) days’ prior written notice of termination. Upon such termination, the Membership of the terminating Member shall end at the expiration of the then current Term of such Membership. No refunds or prorated Membership Fees shall be provided by, or due from, Modern for any reason unless otherwise agreed to by Modern in its sole and absolute discretion.
3. Any violation of this Agreement may result in immediate suspension or termination of a Membership or access to Modern One, as determined in Modern’s sole discretion.  

3. Membership Fees and Requirements

1. ‍(i) Members shall pay the membership fee required by Modern for each Membership (the “Membership Fee”) on an annual basis.
2. (ii) Membership Fees shall be paid upon enrollment for the initial Term and no later than thirty (30) days prior to renewal of each Term for the subsequent Term.
3. (iii) Modern reserves the right to modify the Membership Fee amount at any time, with or without notice.
4. (iv) By providing their payment information, Members authorize Modern to store and securely retain their payment method for future transactions. Members further authorize Modern to automatically charge the provided payment method for Membership Fees or other charges due hereunder including, without limitation, as a result of the automatic renewal of the applicable Membership.
5. (v) Unless a Member cancels their Membership prior to the end of the current term, such Member’s Membership will automatically renew at the then-current rate, and such Member’s payment method will be charged accordingly.
6. (vi) Members may update or cancel their payment method or subscription at any time through their account settings or by contacting customer support.
7. (vii) Renewal of a Membership after any fee adjustment, and the applicable Member’s continued participation (whether active or inactive) in Modern One, constitutes the Member’s agreement to the new Membership Fee. It is the Member’s responsibility to review any updates to pricing as may be communicated or posted by Modern from time to time.
8. (viii) If the Member fails to pay the Membership Fee as required, such Member’s Membership may be terminated at the sole discretion of Modern without notice and such Member’s access to offerings and benefits of Modern One revoked accordingly.
9. (ix) Modern shall set the method by which Membership Fees may be paid, which shall be subject to change from time to time as determined by Modern in its sole and absolute discretion.
10. (x) No Member shall be entitled to a refund of Membership Fees paid hereunder for any reason including, without termination, the early termination of a Membership by Modern.
11. Individual Memberships

2. Corporate Group Memberships
   (i) Companies may purchase multiple Membership seats to be assigned to individuals associated with such company. Membership Fees for multi-seat Memberships shall be as set by Modern from time to time, in its sole and absolute discretion.
3. (ii) Modern shall have the right to reject any individual assigned to a Membership for any lawful reason.
4. (iii) A Member Company may replace any individual Member. Upon such replacement, the former Member shall have no further access to the applicable Membership and such Membership shall not be extended as a result of such replacement (the original expiration date of such Membership shall apply).
5. (iv) Each Member Company shall pay the Membership Fee for each Membership on its account on an annual basis.
6. (v) Membership Fees shall be paid upon enrollment for the initial Term.
7. (vi) Each Member and Member Company authorize Modern to automatically charge the payment method on file for such Member and/or Member Company approximately thirty (30) days prior to renewal of each Term, without notice, for the subsequent Term.
8. (viii) By providing their payment information, Members and Each Member Company authorize Modern to store and securely retain their payment method for future transactions. Members further authorize Modern to automatically charge the provided payment method for Membership Fees or other charges due hereunder including, without limitation, as a result of the automatic renewal of the applicable Membership.
9. (vii) Modern reserves the right to modify the Membership Fee amount at any time, with or without notice.
10. (viii) Unless a Member cancels their Membership prior to the end of the current term, such Member’s Membership will automatically renew at the then-current rate, and such Member’s payment method will be charged accordingly.
11. (ix) Members may update their payment method at any time through their account settings or by contacting customer support.
12. (x) Renewal of a Membership after any fee adjustment, and the applicable Member Company’s continued participation (whether active or inactive by any Member on its account) in Modern One, constitutes the Member Company’s agreement to the new Membership Fee. It is the Member’s and Member Company’s responsibility to review any updates to pricing as may be communicated or posted by Modern from time to time.
13. (xi) If the Member Company fails to pay the Membership Fee as required for any Member on its account, the Membership for all Members on such Member Company’s account may be terminated at the sole discretion of Modern without notice and each applicable Members’ access to offerings and benefits of Modern One revoked accordingly.
14. (xii) Modern shall set the method by which Membership Fees may be paid, which shall be subject to change from time to time as determined by Modern in its sole and absolute discretion.
15. (xiii) No Member or Member Company shall be entitled to a refund of Membership Fees paid hereunder for any reason including, without termination, the early termination of a Membership by Modern.
16. Corporate Group Memberships

4. Code of Conduct

Members shall at all times engage in thoughtful, respectful dialogue. Diverse perspectives are encouraged and should be expressed professionally and constructively. Modern One exists to foster collaboration, not commercial gain for Members. Members shall not use Modern One to solicit business, recruit personnel, or exploit relationships for sales or marketing purposes unless explicitly invited to do so. Members shall conduct themselves with the highest level of integrity and professionalism. Any behavior that disrupts the purpose or harmony of Modern One, or otherwise violates the terms of this Agreement including without limitation the code of conduct contained in this Section 4, may result in suspension or termination of the applicable Member’s Membership. Members are encouraged to share insights, challenges, and ideas freely to foster collective innovation, learning, and leadership. The strength of Modern One depends on mutual trust and the responsible handling of shared content. No harassment, trolling behavior, intellectual property violations or inappropriate/illegal behavior will be tolerated from Members. Modern encourages Members to notify Modern of any violation of the code of conduct contained in this Section 4 by any other Member. By participating in Modern One, Members agree to adhere to this code of conduct and the other terms and conditions of this Agreement and contribute to a safe, collaborative, and forward-thinking environment for all Members.

5. Confidentiality and Use of Information

1. Members shall treat all discussions, shared experiences, and information exchanged within Modern One, whether in meetings, online platforms, informal settings, or otherwise, as confidential. Members acknowledge that discussions may nonetheless involve sensitive, strategic, or proprietary information and agree that they assume all risk associated with sharing such information.  
2. All discussions, communications, and interactions occurring through Modern One shall be subject to a confidentiality designation determined by Modern in its sole discretion. Modern may designate any session, forum, or communication as either (i) Strict Confidentiality or (ii) subject to the Chatham House Rule. In the absence of an express designation, all interactions shall be deemed subject to Strict Confidentiality. Notwithstanding that designation and the fact that Modern One is designed to foster a trusted, confidential environment, Members should exercise discretion when sharing information. Members should not share non-public or otherwise proprietary information.  
3. Where a session or interaction is designated as Strict Confidentiality, all information disclosed, discussed, or otherwise made available through Modern One shall be treated as strictly confidential and subject to a “what is said in the room stays in the room” standard. Members shall not disclose, share, reproduce, summarize, or otherwise communicate any such information to any third party under any circumstances, except with the prior express written consent of Modern. Where a session or interaction is designated as subject to the Chatham House Rule, Members may use information received during the discussion, provided that such information is not attributed to any specific Member and does not directly or indirectly identify any Member or their affiliation. Members shall not disclose the identity of any speaker or participant or attribute any statement to a specific individual or organization.
4. Notwithstanding the foregoing confidentiality designations, Members acknowledge and agree that all content, information, data, recordings, transcripts, communications, and materials generated, shared, or otherwise made available through Modern One (collectively, “Platform Content”) shall be and remain the exclusive property of Modern. To be clear, the use of such Platform Content shall at all times remain subject to the limitations contained herein including, without limitation, the statement in Section 1 that Modern will not disclose or make available any information that reasonably identifies a Member or their organization, or connects such Member or their organization to specific proprietary strategies, without the Member’s explicit consent. Modern shall have the right, notwithstanding any confidentiality designation applicable as between Members, to collect, record, analyze, use, reproduce, modify, create derivative works from, and otherwise exploit Platform Content for any lawful purpose authorized hereunder, including but not limited to internal operations, analytics, product development, research and the creation and commercialization of  aggregated, anonymized, or generalized insights, provided that Modern does not disclose the identity of Members in external uses unless otherwise permitted under this Agreement, the Terms of Use, Privacy Policy, or with the Member’s consent.
5. Members expressly acknowledge that confidentiality obligations under this section apply solely to Members and do not limit or restrict Modern’s ownership rights or its ability to use Platform Content as described herein. Members further agree that they shall not assert any claim or objection based on confidentiality, privacy, or similar grounds to challenge Modern’s use of Platform Content in accordance with this Agreement.
6. Members shall not use information gathered through participation in Modern One for competitive advantage or personal gain (including trading on non-public information) or share such information outside Modern One without express permission. Modern reserves the right to disclose information to the extent it is required to do so by law. Members agree and acknowledge that Members shall only provide information to Modern One that the applicable Member is lawfully allowed to do so and Members shall not share information with Modern or Modern One for which doing so would violate the terms of a confidentiality agreement or other restrictive covenant agreement to which such Member is subject.
7. Modern shall have no liability for any disclosure, misuse, or reliance on information shared by Members and Modern shall not be liable for the actions of third parties including, without limitation, other Members.
8. Modern will not attribute statements, opinions, or insights to any individual Member without that Member’s express consent. Modern may, however, use generalized, aggregated, or anonymized summaries of discussions.

6. Use of Member Information and Grant of Rights

1. By obtaining a Membership, or by accessing or participating in any live or virtual sessions, events, forums, communications, or interactions of any kind, each Member grants Modern and its affiliates the right to use the Member’s name, image, LinkedIn and other online profiles and information contained therein, and any biographical or professional information provided by the Member to the organization (collectively, “Member Information”), and acknowledges and agrees that Modern may record, capture, collect, and otherwise use audio, video, images, voice, likeness, name, professional identity, biographical information, and any other identifying attributes of such Member (collectively, “Likeness”), as well as any statements, contributions, or content provided by such Member, for purposes related to the promotion, administration, and operation of Modern One and for Modern’s other legitimate business purposes.
2. Each Member consents by their participation to such recording, capturing, collection or other use of their Likeness authorized hereunder. The Member acknowledges and agrees that such use may be made without additional notice, consent, or compensation, and that Modern has the right to edit, adapt, modify and use any such materials in its discretion, consistent with the terms of this Agreement.  
3. If a Member wishes to opt out of certain uses, they may submit a written request to Modern, which Modern may consider in its sole discretion.  
4. Members authorize Modern to use any information provided by such Member to Modern One during meetings, roundtable discussions, online forums or other means for any purpose. Modern will, in its sole and absolute discretion, take reasonable steps to anonymize information provided during meetings, roundtable discussions and online forums in its compiled reports and summaries. Members shall not utilize the trademarks, name, content or other information of Modern or Modern One without the express written consent of Modern.
5. Each Member hereby irrevocably grants to Modern and its affiliates, successors, licensees, and assigns a perpetual, worldwide, irrevocable, royalty free, fully paid, sublicensable, transferable, and unrestricted right and license to use, reproduce, distribute, display, perform, publish, modify, adapt, edit, create derivative works from, and otherwise exploit such Members’s Likeness and any recordings, transcripts, communications, or other content generated in connection with the Member’s involvement in Modern One (collectively, “Recorded Content”), in any and all media, formats, and technologies now known or hereafter developed, for the purpose of operating Modern One and for any lawful purpose to which a Member consents upon request from Modern. Such rights expressly include, without limitation, the right to use Recorded Content and any Likeness for (i) commercial, promotional, and marketing purposes beyond the operation of Modern One, (ii) internal business operations, analytics, and product development, (iii) publication and distribution in any format, (iv) creation of derivative works, summaries, or adaptations, and (v) training, development, and operation of machine learning models, artificial intelligence systems, and automated decision making tools, including the generation of synthetic content, simulations, or outputs derived from or incorporating Recorded Content or any Likeness; provided, however, Modern shall obtain a Member’s consent before using their Likeness externally for purposes unrelated to the operation of Modern One.  
6. Members acknowledge and agree that Modern shall have the unrestricted right to use Recorded Content and any Likeness without any obligation to provide attribution, notice, or compensation, and that such use may include modification, editing, or contextualization of content in a manner determined by Modern in its sole discretion.  
7. Members further acknowledge and agree that Modern shall be the sole and exclusive owner of all Recorded Content and any and all intellectual property rights therein. To the extent that any rights in Recorded Content or a Likeness may vest in a Member as it pertains to Modern One or Modern, the Member hereby irrevocably assigns all such rights, including all copyrights and related rights, to Modern. To the fullest extent permitted by applicable law, each Member irrevocably waives any and all rights of publicity, privacy, attribution, integrity, or moral rights (including any similar rights under applicable law in any jurisdiction) in connection with Modern’s use of Recorded Content or a Likeness as described herein.  
8. Members agree that Modern may use Recorded Content in any manner, including in association with products, services, or third party materials, and waive any claim arising from such use, including claims for misappropriation, defamation (to the extent arising from authorized use), or false endorsement, except to the extent such waiver is prohibited by applicable law. Modern may generate and commercialize reports, analyses, benchmarks, trend data, and other insights derived from member participation, including insights relating to industry practices, executive sentiment, operational trends, and strategic priorities. Such outputs may be made available to third parties, including through reports, subscriptions, or other commercial offerings, provided that such outputs do not identify individual Members without their prior consent.
9. Members acknowledge that they shall not be entitled to any compensation, royalties, or other payment in connection with Modern’s authorized use of Recorded Content or any Likeness.  
10. Notwithstanding the foregoing, Modern may, in its discretion, apply internal confidentiality tier designations to limit external disclosure of certain content, provided, however, such designations shall not limit Modern’s ownership rights or internal use rights.  
11. Modern may also de-identify, anonymize, aggregate, or otherwise transform data such that it does not reasonably identify, relate to, describe, or be capable of being associated with a particular individual or household (“De-Identified Data”). To the fullest extent permitted by law, De-Identified Data shall not be considered personal data or personal information. Modern shall have the unrestricted right to use, retain, disclose, transfer, and commercialize De-Identified Data for any lawful purpose, without limitation and without obligation to users. Users acknowledge and agree that once data has been de-identified, Modern has no obligation to re-identify such data or maintain it in identifiable form.

7. Ownership of Content

All content, materials, communications, submissions, ideas, feedback, data, or other information submitted, shared, posted, or otherwise made available by Members in connection with their Membership or participation in Modern One (collectively, “Member Submissions”) shall become and remain the sole and exclusive property of Modern. Modern shall have full ownership rights in and to all such Member Submissions, including any intellectual property rights therein, and may use, reproduce, modify, publish, display, distribute, or otherwise exploit such content in any manner and for any purpose, in its sole and absolute discretion, without notice, compensation, or attribution to the Member. To the extent that applicable law does not permit the transfer of sole ownership rights to Modern, each Member hereby grants Modern a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, publish, distribute, perform, and display such Member Submissions for any purpose related to the operation, development, marketing, or promotion of Modern or its affiliates. Members represent and warrant that they have the necessary rights to grant such ownership or license rights to Modern and that their Member Submissions do not infringe upon any third-party rights. Modern recognizes the importance of providing a safe environment for open and free discussions amongst Members in Modern One and will take commercially reasonable steps to anonymize Member Submissions to the extent practical and appropriate, in its sole and absolute discretion. While Modern may choose to remove or alter identifying information from Member Submissions for use in aggregated data sets, reports, research, marketing, or other materials, Modern makes no guarantee that all Member Submissions will be anonymized. The determination of whether, how, and to what extent anonymization is applied shall be made solely by Modern in its sole and absolute discretion.

8. Prohibition on Recording, Capture, and Reproduction.

1. Members are strictly prohibited from recording, capturing, reproducing, or otherwise memorializing any portion of Modern One or any session, event, discussion, or interaction occurring through Modern One without the prior express written consent of Modern. This prohibition includes, without limitation, (i) audio or video recording, (ii) screen recording, (iii) screenshots, (iv) photography, (v) transcription (manual or automated), (vi) use of artificial intelligence or software tools to capture or reconstruct content, and (vii) any other method of preserving or extracting content from Modern One. Members shall not attempt to circumvent this prohibition through the use of third party tools, devices, or intermediaries, nor shall they direct or permit any third party to record or capture Platform Content on their behalf.  
2. Any content captured or recorded in violation of this provision shall be deemed unauthorized and shall constitute the property of Modern, and the participant hereby assigns to Modern any rights in such content. Members acknowledge that unauthorized recording or capture of Platform content constitutes a material breach of Modern One Terms and may cause irreparable harm to Modern and Modern One’s members. Accordingly, Modern shall be entitled to seek immediate injunctive relief, in addition to any other remedies available at law or in equity, including termination of access, monetary damages, and recovery of attorneys’ fees where permitted.  
3. Members further acknowledge that Modern may implement technological measures into Modern One designed to detect or prevent unauthorized recording and agree not to interfere with or attempt to bypass such measures.  

9. Device, Access, and Participation Environment Restrictions

1. Members shall ensure that all access to and participation in Modern One occurs in a secure, private, and controlled environment that preserves the confidentiality of Modern One interactions.  
2. Members shall not access or participate in any session from public or unsecured locations, including but not limited to shared workspaces, public venues, or any environment where third parties may overhear, view, or otherwise gain access to Modern One content.  
3. Members shall not use speakerphones, open audio systems, live streaming, or external display devices in a manner that would permit unauthorized individuals to hear or view Modern One interactions.  
4. Members shall not permit any third party, including colleagues, employees, advisors, family members, or guests, to observe, listen to, or otherwise access any Modern One session or content unless expressly authorized in writing by Modern One.
5. Members shall not share login credentials, access links, or session invitations with any other person or entity, and shall take reasonable measures to prevent unauthorized access to their accounts or sessions.  
6. Members shall ensure that their devices used to access Modern One are secured with appropriate safeguards, including password protection, up to date software, and reasonable protection against unauthorized access.
7. Members shall immediately notify Modern of any unauthorized access, suspected breach of confidentiality, or compromise of their access credentials or participation environment.
8. Failure to comply with this provision shall constitute a material breach of this Agreement and may result in immediate suspension or termination of access, in addition to any other remedies available to Modern.

10. Derived Data Ownership and Model Rights.

1. Modern may generate, create, train, refine, or otherwise develop models, algorithms, insights, analytics, predictions, classifications, scores, or other outputs derived in whole or in part from data collected through Modern One, including Analytics Data and any user provided or user generated data (collectively, “Derived Data”). All Derived Data, including any machine learning models, artificial intelligence systems, training data, output data, embeddings, transformations, statistical outputs, or analytical results, shall be and remain the sole and exclusive property of Modern.
2. To the fullest extent permitted by applicable law, each user hereby irrevocably assigns, transfers, and conveys to Modern any and all rights, title, and interest, if any, that such user may have in or to any Derived Data arising from or relating to such user’s use of Modern One.  
3. Modern shall have the unrestricted right to use, reproduce, modify, adapt, publish, distribute, license, commercialize, and otherwise exploit Derived Data for any lawful purpose, including the development of products, services, models, or commercial offerings, whether or not such use is directly related to the originating user.
4. Users acknowledge and agree that Derived Data does not constitute personal data where it has been transformed, aggregated, or otherwise processed such that it no longer reasonably identifies an individual, and that such Derived Data may be used without restriction or obligation to the user.
5. Users further acknowledge that Modern is not required to segregate, isolate, or refrain from using any data inputs or outputs in the development or operation of its systems and services, including for the benefit of other users or third parties.
6. Artificial intelligence and other advanced technologies may be used to generate content from Members’ input and for the purpose of anonymizing content provided by Members.

11. Behavioral Profiling and Automated Processing.

1. Modern may collect, analyze, and process data relating to user behavior, interactions, preferences, patterns, and activities in order to create profiles, segments, classifications, or predictive models regarding users (“Behavioral Profiles”). Such Behavioral Profiles may be generated using automated means, including machine learning, artificial intelligence, and algorithmic decision making processes.
2. Modern may use Behavioral Profiles for any lawful purpose, including personalization, optimization, analytics, marketing, fraud detection, product development, and commercial exploitation.
3. To the fullest extent permitted by applicable law, users hereby expressly consent to the use of automated processing, including profiling, to analyze and predict aspects concerning user behavior, preferences, and interactions.
4. Users acknowledge that such processing may occur without human intervention and may influence the content, features, functionality, or offerings presented to users.
5. Modern shall not be obligated to provide transparency into the logic, methodologies, or algorithms used in such processing, except to the extent required by applicable law.

12. No Fiduciary Duty and Data Use Disclaimer.  

1. The relationship between Modern and the users of Modern One is solely that of independent contracting parties, and nothing in this Agreement or related agreements shall be deemed to create any fiduciary, agency, partnership, joint venture, or trust relationship.
2. Modern does not owe users any fiduciary duties, duties of loyalty, duties of care, or other heightened obligations with respect to the collection, use, processing, analysis, monetization, or commercialization of data.  
3. Modern shall have no obligation to prioritize the interests of any user with respect to data usage, nor to restrict its use of data based on potential competitive, economic, or strategic impact on any user.  
4. Users further acknowledge that Modern does not act as a data trustee, custodian, or steward on behalf of users, and that users assume all risk associated with their use of Modern One and the data generated thereby.

13. Data Use Flexibility and Regulatory Positioning.

1. Modern shall have the right to structure its data practices, processing activities, and data governance frameworks in a manner designed to comply with applicable law while maximizing operational flexibility and commercial utility.
2. To the fullest extent permitted by applicable law, Modern may characterize, structure, and process data in a manner that enables such data to be treated as aggregated, de-identified, pseudonymized, or otherwise outside the scope of certain regulatory restrictions, provided that such characterization is made in good faith and consistent with applicable legal standards.
3. Modern may rely on lawful bases for processing, including consent, legitimate interests, contractual necessity, or other legal grounds, as determined by Modern in its reasonable discretion.
4. Users acknowledge and agree that Modern may modify its data handling practices, technical implementations, or legal characterizations of data processing activities in response to evolving legal, regulatory, or business considerations.
5. Nothing in this Agreement, the Terms of Use of any Modern website or Modern’s Privacy Policy shall be interpreted to restrict Modern from adopting any lawful data strategy, structure, or interpretation that enhances its ability to operate, analyze, or commercialize data.

14. Competition and Antitrust Disclaimer.

1. Members agree not to use Modern One to engage in discussions or exchanges that violate applicable antitrust, competition, or other laws, including discussions relating to pricing, market allocation, or other competitively sensitive conduct.  
2. Modern reserves the right to monitor and remove content that may present legal risk.

15. Prohibition on Circumvention

Members shall not attempt to circumvent the confidentiality or recording restrictions by indirect means, including sharing through intermediaries, combining anonymized data to identify Members, or using technology to reconstruct discussions.

16. Modification of Terms

Modern reserves the right, in its sole discretion, to update, modify, or amend this Agreement from time to time without prior notice. Any such changes will become effective immediately upon being posted or made available through Modern’s website, platform, or other communication channels. Continued membership or participation in Modern One following any such change constitutes acceptance of the revised Membership Terms Agreement. However, if a Member does not agree to any material change, the Member may elect to terminate their Membership by providing written notice to Modern within thirty (30) days of the effective date of such change. In such case, the Member will not be bound by the updated terms, but only to the extent that the Membership is properly terminated within the 30-day period. Upon such termination, the Term of the applicable Membership will be terminated and no refund shall be due of any Membership Fees paid for such Term.

17. Representations and Warranties.

Members represent, warrant, and agree to the following (which shall be continuing):

a)  Authority and Capacity: The Member has the full legal right, power, and authority to enter into and be bound by this Agreement. If the Member is subscribing on behalf of a business entity or organization, the individual accepting these terms has the authority to bind such entity to this Agreement.

b)  Accurate Information: All information provided by the Member during the registration or subscription process is true, complete, and accurate to the best of their knowledge. The Member agrees to promptly update such information as necessary to ensure continued accuracy.

c)  Compliance with Laws: The Member’s participation in Modern One and use of any services, benefits, or content provided through the Membership will not violate any applicable laws, regulations, or third-party rights.

d)  No Infringement or Harmful Conduct: The Member agrees not to engage in any activity that infringes upon the rights of Modern or other Members, or that (i) disrupts Modern One or Modern, (ii) harms Modern, Modern One or any other Member, or (iii) misuses any part of the Membership or services of Modern.

e)  Personal Use: Unless otherwise agreed in writing, the Membership and its benefits are for the personal or internal business use of the Member only and may not be resold, transferred, or used for any commercial purposes not expressly authorized by Modern. The Member agrees that the Member shall not provide to any third party any personal credentials provided to the Member to access any services or benefits of Modern One.

f)  Financial Responsibility: If the Member signed up on an individual basis, the Member affirms that the Member is financially responsible for all Membership Fees and any other charges incurred under their account associated with their Membership. If the Member’s Membership was set up by the Member’s company, either as an individual or part of a multi-seat Membership, the Member’s company (the “Member Company”) shall be financially responsible for all Membership Fees and any other charges incurred under the Member’s account associated with their Membership. It shall be the Member’s responsibility to ensure that the applicable Member Company follows its internal invoicing/account payable procedures to ensure that payment of Membership Fees is done timely.

18. Limitation of Liability

To the maximum extent permitted by applicable law, the total liability of Modern, its affiliates, officers, directors, employees, agents, and representatives, for any and all claims arising out of or relating to this Agreement, a Membership, or participation in any activities, programs, or services offered by Modern or Modern One, whether in contract, tort, or otherwise, shall be limited to the total amount of Membership Fees actually paid by the affected Member to Modern for the Term during which the event giving rise to such claim occurred. Under no circumstances shall Modern or Modern One be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business opportunities, or personal injury, even if Modern has been advised of the possibility of such damages.

19. Indemnification

To the fullest extent permitted by law, each Member agrees to indemnify, defend, and hold harmless Modern, its affiliates, officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Member’s participation in Modern One; (b) any violation of this Agreement by such Member; (c) any content or information submitted, shared, or disclosed by such Member; or (d) such Member’s negligent, wrongful, or unlawful acts or omissions. This indemnification obligation shall survive the termination or expiration of the Member’s Membership and this Agreement.

20. Liquidated Damages; Injunctive Relief

Members acknowledge that breaches of this Addendum would cause substantial and irreparable harm that is difficult to quantify. Each unauthorized recording, disclosure, misuse of information constitutes a separate breach. For material breaches to this Agreement, Modern shall be entitled to immediate injunctive relief and equitable remedies where appropriate without the requirement to post bond. Members agree to reimburse all of Modern’s attorneys fees and costs incurred in enforcement of this Agreement.  

21. Terms of Use and Privacy Policy

By enrolling in and maintaining a Membership in Modern One, each Member acknowledges and agrees to the terms of Modern’s Website Terms of Use and Privacy Policy, and related posted policies, related to Modern One, each of which is incorporated herein by reference and forms a part of this Agreement. These policies govern the collection, use, storage, and disclosure of personal and other information provided by the Member in connection with their Membership. Members agree to review and comply with such policies, as they may be updated from time to time at the sole discretion of Modern. Continued membership and participation in Modern One constitutes acceptance of any such updates.

The current versions of these policies are available at:

Terms of Use

Privacy Policy

22. Dispute Resolution

Any disputes arising under or in connection with this Agreement shall be resolved exclusively through binding and confidential arbitration in the State of Georgia, in accordance with the rules of the American Arbitration Association. The Member expressly waives any right to file or participate in a class action or seek relief on a class or representative basis. Unless Modern agrees otherwise in writing, an arbitrator or any dispute related to this Agreement may not consolidate more than one Member’s claims and may not otherwise preside over any form of a representative or class proceeding.

23. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The exclusive forum for any legal disputes shall be within the State of Georgia.

24. Entire Agreement

This Agreement, including any documents incorporated by reference (such as the Terms of Use and Privacy Policy), constitutes the entire agreement between each Member and Modern regarding membership in Modern One, and supersedes all prior or contemporaneous understandings, communications, representations, or agreements, whether oral or written, relating to the subject matter herein.

25. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect. Any such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving the parties’ original intent as closely as possible.

26. Assignment

The Member may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Modern. Modern may assign or transfer this Agreement at its sole discretion without restriction.

27. Waiver

No failure or delay by Modern in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of Modern. A waiver of any provision on one occasion shall not constitute a waiver of any other provision or of the same provision on another occasion. Modern reserves all rights and remedies available at law or in equity.

‍28. GDPR and CCPA Compliance Supplement.

1. This GDPR and CCPA Compliance Supplement section is intended to describe Modern’s approach to compliance with applicable data protection laws, including the European Union General Data Protection Regulation (“GDPR”), the United Kingdom GDPR, and the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”).
2. Roles of the Parties:
   
   1. To the extent that Modern processes personal data subject to GDPR, Modern may act as either a controller or a processor depending on the nature of the data and the context in which it is processed.
   2. Where Modern processes personal data for its own business purposes, including analytics, product development, fraud prevention, security, or monetization, Modern acts as an independent controller.
   3. Where Modern processes personal data solely on behalf of a user pursuant to a separate agreement, Modern may act as a processor.
   4. Nothing in this Agreement, the Terms of Use or Privacy Policy shall restrict Modern’s ability to act as an independent controller with respect to Analytics Data, Derived Data, or De-Identified Data.
3. Legal Basis for Processing (GDPR)
   1. Modern relies on one or more lawful bases for processing personal data under GDPR, including the user’s consent, where required, the necessity of processing for the performance of a contract, Modern’s legitimate interests, including improving services, analytics, fraud detection, and business operations, and compliance with legal obligations.
   2. To the fullest extent permitted by law, Modern may rely on legitimate interests as a primary legal basis for analytics, internal research, security, and data driven product development.

4. CCPA Data Use and “Sale” Characterization
   1. To the extent the CCPA applies, Modern does not sell personal information in exchange for monetary consideration in the traditional sense.
   2. However, Modern may share, disclose, or make available data to third parties for business purposes, including analytics, advertising, and commercial activities.
   3. Where required by law, such activities may be considered “sharing” or “selling” under the CCPA. In such cases, users may be provided with the ability to opt out of such sharing or selling as required by applicable law.
   4. Modern reserves the right to structure its data practices to fall within recognized exemptions under the CCPA, including but not limited to the use of service providers, contractors, and de-identified data.

5. De-Identified and Aggregated Data
   1. Modern may de-identify, aggregate, or otherwise transform personal data such that it no longer constitutes personal data or personal information under applicable law.
   2. To the fullest extent permitted by GDPR and CCPA, such De-Identified Data shall not be subject to data subject rights or consumer rights.
   3. Modern shall have the unrestricted right to use, retain, disclose, and commercialize De-Identified Data.

6. Data Subject and Consumer Rights
   1. Members may have certain rights under applicable data protection laws, including the right to access, correct, delete, or restrict the processing of personal data. Members may also have the right to object to certain processing activities, including processing based on legitimate interests, and to opt out of the sale or sharing of personal information under the CCPA.
   2. Modern will respond to verified requests as required by applicable law but reserves the right to deny or limit requests where permitted, including where requests are excessive, unfounded, technically infeasible, or where data is exempt from such rights.

7. Data Retention
   1. Modern retains personal data only for as long as necessary for the purposes described in this Agreement, unless a longer retention period is required or permitted by law.
   2. Modern may retain aggregated or de-identified data indefinitely.

8. International Data Transfers
   1. Modern may process and store personal data in jurisdictions outside the Member’s country of residence, including the United States.
   2. Where required, Modern may rely on legally recognized transfer mechanisms, including Standard Contractual Clauses or other appropriate safeguards.
   3. Users acknowledge that cross border data transfers are necessary to operate Modern One.

9. Automated Decision Making and Profiling
   1. To the extent required by GDPR, Members acknowledge that Modern may engage in automated processing, including profiling.
   2. Where such processing produces legal or similarly significant effects, Members may have the right to request human review where required by law.
   3. Modern reserves the right to determine whether such rights apply based on the nature of the processing.

10. Service Providers and Contractors
    1. Under the CCPA, Modern may disclose personal information to service providers or contractors for business purposes.
    2. Such parties are contractually restricted from retaining, using, or disclosing personal information except as necessary to perform services for Modern or as otherwise permitted by law.

11. Limitation of Rights. Nothing in this Supplement shall require Modern to re-identify De-identified data, retain data solely for the purpose of responding to user requests, provide access to proprietary algorithms, models, or trade secrets, or restrict lawful uses of data that are otherwise permitted under applicable law.

12. Modifications. Modern reserves the right to modify this section at any time to reflect changes in law, regulation, or business practices.

29. Force Majeure

Modern shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, power failures, internet outages, or other events of force majeure.

30. Survival

All obligations under Sections 4, 5, 6, 7, 8, 10, 11, 14, 15, 18, 19 and 20 of this Agreement shall survive termination of this Agreement or a Member’s participation in Modern One and remain in effect indefinitely.

Last Updated: May 8, 2026