Partner Program Membership Agreement
Last Updated: 12/26/25
This Partner Program Membership Agreement (“Agreement”) is a legally binding contract between VL Collective LLC, a Florida limited liability company (“Company,” “we,” “us,” or “our”), and you (“Partner,” “you,” or “your”).
This Agreement governs participation in any partner, collaborator, affiliate, ambassador, contributor, or membership-based program offered by the Company, including but not limited to Eat Gainesville, Moose Matcha, Pilates events, and any current or future initiatives (the “Partner Program”).
Terminology Clarification. The term “Partner” is used solely as a descriptive label for participants in the Partner Program and does not imply or create a legal partnership under Florida law or any other jurisdiction. The use of the term “Partner” is for convenience only and shall not be construed to carry any legal meaning beyond participation in the Program as governed by this Agreement.
By applying for, enrolling in, accessing, paying for, or participating in the Partner Program in any manner, you affirm that you have read, understood, and agreed to be bound by this Agreement, as well as the Company’s Terms of Service and Privacy Policy, which are incorporated by reference and control in the event of any conflict.
- ELIGIBILITY AND APPROVAL
Participation in the Partner Program is subject to the sole and absolute discretion of the Company.
The Company may approve, reject, revoke, suspend, or limit participation at any time, for any reason or no reason, with or without notice.
Participation does not create any right to continued participation, renewal, exclusivity, priority placement, or future opportunities. - NATURE OF RELATIONSHIP; NO LEGAL PARTNERSHIP
Partner expressly acknowledges and agrees that, notwithstanding the use of the term “Partner,” participation in the Partner Program does not create a legal partnership as defined under Florida law or any other jurisdiction.
Specifically:
- No partnership, joint venture, agency, franchise, fiduciary, or employment relationship is created
- No profits or losses are shared as ownership interests
- No management rights, voting rights, or control are granted
- Neither party has authority to bind the other
Partner is an independent participant and is not entitled to wages, benefits, insurance, commissions, or compensation unless expressly agreed to in a separate written agreement signed by the Company. - NO GUARANTEES; NO RELIANCE
The Company makes no guarantees, representations, or warranties, express or implied, regarding:
- Revenue, exposure, engagement, impressions, sales, or performance
- Return on investment
- Promotional placement, timing, frequency, or visibility
- Continuation of the Partner Program or any Tier
Partner expressly acknowledges that no reliance has been placed on any oral or written statements, projections, examples, or prior results.
Participation is provided “as is,” “as available,” and at Partner’s sole risk. - MEMBERSHIP TIERS
4.1 Tier Structure
The Partner Program may offer multiple membership tiers, levels, or categories (“Tiers”), which may differ in pricing, benefits, access, or eligibility.
All Tiers:
- Are optional and discretionary
- Confer revocable privileges, not contractual rights
- Do not guarantee promotion, exposure, sales, or outcomes
4.2 Tier Benefits and Modifications
Tier benefits may include promotional opportunities, content collaborations, discounts, credits, perks, early access, or priority consideration.
The Company reserves the unrestricted right to:
- Modify, reduce, replace, suspend, or eliminate Tier benefits
- Change Tier pricing, eligibility, structure, or availability
- Introduce new Tiers or discontinue existing Tiers
- Reassign Partners between Tiers
Such changes may occur at any time, with or without notice, and do not entitle Partner to refunds, credits, damages, or compensation.
4.3 Paid Membership Tiers (If Applicable)
If a Tier requires payment:
- Fees are earned upon receipt and non-refundable
- Payment secures eligibility and access only, not guaranteed benefits or results
- Failure to pay may result in suspension or termination
4.4 No Exclusivity
Unless expressly stated in a separate written agreement signed by the Company:
- No Tier confers exclusivity
- No geographic, category, or audience rights are granted
- The Company may engage with competing participants at any time - PARTNER RESPONSIBILITY FOR USE OF BENEFITS
Partner acknowledges and agrees that it is Partner’s sole responsibility to utilize, request, schedule, or take advantage of any benefits, opportunities, promotions, features, or access made available through the Partner Program or any Tier.
The Company:
- Does not monitor usage
- Does not guarantee utilization
- Has no obligation to remind, prompt, schedule, or follow up
Failure to use available benefits does not entitle Partner to refunds, credits, extensions, or compensation. - SUBSCRIPTION BILLING, RENEWAL, AND CANCELLATION (IF APPLICABLE)
Membership fees are billed on a calendar-month basis and are not prorated, regardless of enrollment date.
Membership automatically renews on the first day of each calendar month unless canceled prior to renewal.
Cancellation prevents future charges only. No refunds or credits are issued for the current billing period.
Fees are charged for eligibility and access, not actual use or results. - FEES, PAYMENTS, AND TAXES
All fees, commissions, credits, or incentives are governed solely by Company-determined terms.
The Company may withhold, delay, adjust, offset, or cancel payments due to suspected fraud, policy violations, chargebacks, legal risk, or compliance obligations.
Partner is solely responsible for all applicable taxes and reporting obligations. - CONTENT RIGHTS AND INTELLECTUAL PROPERTY
Partner grants the Company a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use any content associated with the Partner Program for lawful business purposes.
The Company:
- Is not required to post or credit content
- May edit or remove content at any time
- Retains all rights to its brand, platforms, and audience
Unauthorized use of Company intellectual property is prohibited. - CONDUCT AND BRAND PROTECTION
Partner agrees to act in a manner that protects the Company’s reputation and legal interests.
The Company retains sole discretion to determine whether conduct or content is harmful, misleading, or misaligned.
Violations may result in immediate termination and legal action. - CONFIDENTIALITY
All non-public Company information is confidential and proprietary.
This obligation survives termination. - TERMINATION
The Company may suspend or terminate participation at any time, with or without notice.
Upon termination:
- All access and benefits cease
- Unused perks are forfeited
- No refunds or compensation are owed - LIMITATION OF LIABILITY
To the fullest extent permitted by law, the Company shall not be liable for indirect, incidental, consequential, punitive, or special damages.
Total liability shall not exceed amounts paid by Partner in the prior twelve months. - INDEMNIFICATION
Partner agrees to indemnify, defend, and hold harmless the Company from claims arising from Partner conduct, content, misrepresentation, or legal violations. - ARBITRATION AND CLASS ACTION WAIVER
Any dispute shall be resolved by binding arbitration in Florida.
Partner waives the right to participate in class or representative actions. - GOVERNING LAW
This Agreement is governed by the laws of the State of Florida. - SEVERABILITY
If any provision is unenforceable, the remaining provisions remain in effect. - WAIVER
Failure to enforce any provision is not a waiver of future enforcement. - ELECTRONIC ACCEPTANCE
Electronic acceptance has the same legal effect as a signed agreement. - SURVIVAL
Sections relating to liability limits, indemnification, confidentiality, arbitration, governing law, fees, subscription billing, and no legal partnership survive termination.