VENWISE

MEMBERSHIP AGREEMENT

Thank you for joining Venwise. We are pleased to welcome you to our curated community of business leaders.

Venwise provides executives with a safe, confidential environment to work through their most critical business issues and opportunities with the only people who understand their world - other similarly situated executives. Your subscription gives you access to a number of exclusive speaking events, one-on-ones, social gatherings, and corporate resources only available to Venwise members. We value your privacy and are committed to protecting your personal data. This document outlines the terms and conditions for membership, including how we collect, use, and protect your data in compliance with the General Data Protection Regulation (GDPR). These terms apply to all members and users of our services. Venwise must have a fully executed version of this membership agreement (this “Agreement”) and up to date payment details on file prior to your attendance at any Venwise event.

Payment Terms: Access to Venwise’s Services requires the payment of a monthly membership fee of $395 (Venwise Membership), $700 (Pod Membership non-CEO) or $800 (Pod Membership CEO) (“Membership Dues”) paid monthly for the first three months, then quarterly after that. As a new member, you or your employer will need to set up an account through our payment platform link you receive during Onboarding with a valid credit card against which Venwise can charge membership dues. These dues will be automatically charged to the credit card registered to your account on our website within 5 business days of the beginning of each month and are not refundable once such payment is processed. If you choose to pay via ACH transfer or another payment platform (e.g. bill.com; coupa) you will be charged quarterly from the first invoice. Venwise will review its membership fees each year and may, in its discretion, increase such fees, effective for the calendar month immediately following such an increase. Venwise will send you written notice of any such fee increase prior to it taking effect; if you do not wish to be subject to such fee increase, you may terminate your membership as described below.

Termination: Your membership will continue automatically as long as there is a valid business card on file, and/or bank account set up for ACH transfer, for your account for Venwise to charge. If you wish to terminate your membership with Venwise, you must give Venwise written notice – such termination will be effective 30 days after Venwise receives your termination notice, after which Venwise will cancel all future quarterly charges. No refunds will be given for any charges already levied against your account or for any partial months of membership. Venwise may, in our sole discretion, deny you access to Venwise events and/or suspend or terminate your membership at any time.

Confidentiality. The success of Venwise events depends on each executive feeling comfortable that whatever he or she discusses never leaves the room. We thus take our confidentiality requirements very seriously. For these purposes, all of the non-public information of which you become aware as a result of your Venwise membership, whether by attending Venwise events or otherwise, is “Confidential Information.” By way of example and not by limitation, Confidential Information includes, without limitation, (i) with respect to the companies represented by the Venwise members, business projections, plans, financials, legal and technical information of such company or any of its affiliates, suppliers, customers and employees, trade secrets, discoveries, product specifications and pipelines, customers and customer pipelines, suppliers and supplier pipelines, business decisions, legal matters, investor and shareholder information, employment information, processes, and any other non-public information, (ii) with respect to the Venwise members, their identity, any personal information they may share and the companies for which they work, (iii) with respect to Venwise, membership fees, the terms of this Agreement, the activities and topics discussed, sanctioned, sponsored by, or associated with, Venwise and (iv) any other information that ought reasonably to be understood and treated as confidential based upon the nature of the information and the circumstances of disclosure. You agree to (a) hold the Confidential Information in confidence and protect it with the same measures you take with respect to your own confidential materials, but in no case with less than reasonable measures, (b) not disclose the Confidential Information to any third person, and (c) not possess, access, use, reproduce, or disclose the Confidential Information except for discussions at Venwise events with other Venwise members. Your confidentiality obligations under this section continue indefinitely even after you cease to be a Venwise member. Venwise agrees to (a) hold member Confidential Information in confidence and protect it with the same measures we take with respect to our own confidential materials, but in no case with less than reasonable measures, (b) not disclose the Confidential Information to any third person, and (c) not possess, access, use, reproduce, or disclose the Confidential Information. Our confidentiality obligations under this section continue indefinitely even after you cease to be a Venwise member.

You acknowledge and agree that (i) your obligations under this Section 3 are to Venwise as well as to each member with whom you attend meetings and maybe otherwise engaged as a result of your Venwise membership and (ii) any breach by you of this Section 3 may cause irreparable harm to a disclosing member and/or Venwise for which there is no adequate remedy at law, and in this case Venwise and/or the disclosing member will be entitled to seek appropriate equitable relief in addition to any remedies available at law.

Data Protection. We collect personal data such as your name, email address, mailing address, phone number and payment information to manage your membership, communicate with you, and enhance your experience. We process your personal data based on the following legal grounds: (i) your consent; (ii) the performance of a contract between you and us; (iii) compliance with legal obligations; and (iv) our legitimate interests, such as improving our business services. By registering as a member, you consent to the collection and processing of your personal data as described in these terms. You have the right to access, rectify, or erase your personal data. You may also restrict or object to our processing of your data. To exercise these rights, please contact us at datasecurity@venwise.com. We implement appropriate technical and organizational measures to ensure the security of your personal data. These measures include encryption, access controls, and regular security assessments

Data Trends. The discussions at the Venwise events may yield useful information regarding business trends. You acknowledge and agree that Venwise may aggregate and anonymize such information (collectively, “Aggregated Data”) for sharing and publication among Venwise members and the public and that Venwise may monetize such Aggregated Data, in its discretion. No member will be entitled to participate in any revenues realized by Venwise from the monetization of the Aggregated Data.

Talent Referral Program. Venwise has developed a large network and community across a various industries and companies, providing Venwise with a wide-ranging talent referral database and network (the “Talent Network”). Your membership in Venwise allows you to participate in Venwise’s referral program through the Talent Network (the “Talent Referral Program”), conditioned upon your payment of the Referral Fees (as defined below). If you choose to take part in the Talent Referral Program, you will be given access to the Talent Network, and allowed to request information about people in the Talent Network and request introductions to and interview persons within the Talent Network. If you identify through the Talent Network, or Venwise refers to you, an individual that you hire in any capacity, either as an employee, consultant or advisor (such person a “Referred Hire”) you hereby agree to pay Venwise a Referral Fee equal to 10% of the first-year salary of such Referred Hire, or if such contract is for less than a year, 10% of the total value of such contract (such fee, the “Referral Fee”). You will pay Venwise the entire Referral Fee prior to the first day that any Referred Hire begins providing services to you (the “Start Date”). In the event any Referred Hire is terminated or stops providing services to you within 90 days of the Start Date, Venwise will refund the entire Referral Fee to you. Under no other circumstances will Venwise be obligated to make any refunds to you. Any termination of this Agreement shall not relieve you from your liability for payment of Referral Fees accrued on or prior to the date of such termination. You will make all payments of the Referral Fees to Venwise free and clear of, and without reduction for, any federal, state, local, or foreign taxes, withholdings, duties, tariffs, levies, or similar assessments. This Agreement shall not be exclusive, and Venwise shall have the right to act in a similar capacity by referring parties to other members of the Talent Referral Program, including parties that might be in the same industry or deemed to be competitive with you.

Limitation of Liability to Amount Paid by You. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENWISE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTANGIBLE LOSSES, ARISING FROM THIS AGREEMENT, RELATING TO ANY PROGRAMS OR SERVICES PROVIDED TO YOU BY VENWISE OR RESULTING FROM YOUR MEMBERSHIP OR ATTENDANCE AT ANY VENWISE EVENT OR ANY OTHER PERSON’S MEMBERSHIP OR ATTENDANCE AT ANY VENWISE EVENT. IF VENWISE IS ADJUDGED TO BE LIABLE BY A COURT OR OTHER BODY OF COMPETENT JURISDICTION TO YOU FOR ANY REASON WHATSOEVER, YOU AGREE AND UNDERSTAND THAT YOU MAY NOT RECOVER DAMAGES IN EXCESS OF THE AMOUNT OF MEMBERSHIP FEES THAT YOU ACTUALLY PAID TO VENWISE DURING THE YEAR IN WHICH THE EVENT OCCURRED THAT GAVE RISE TO VENWISE’S LIABILITY. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS PARAGRAPH ARE A MATERIAL PART OF OUR AGREEMENT TO PROVIDE MEMBERSHIP TO YOU AND VENWISE WOULD NOT ENTER INTO THIS MEMBERSHIP AGREEMENT WITH YOU WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

Indemnification. You agree to indemnify and hold Venwise (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your membership with Venwise and/or attendance at any Venwise event, (b) your violation of this Agreement, including but not limited to any breach of your confidentiality obligations set forth in Section 3 or (c) your violation of applicable laws or regulations. Venwise reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Venwise. Venwise will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Arbitration. Any controversy or claim arising out of or relating to this Membership Agreement or Venwise, whether between (i) you and Venwise, or (ii) you and another Member shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be stipulated confidential, conducted in New York City, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. All aspects of any arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. You agree to maintain confidentiality unless otherwise required by law. Notwithstanding anything to the contrary in the foregoing, Venwise may obtain from a court any interim or provisional relief that may be necessary to protect Venwise’s rights or property, including, as provided in Section 3. This arbitration agreement will survive the termination of your relationship with Venwise

Compliance with Laws. You agree to comply with all federal, state and municipal laws, rules and regulations that are now or may in the future become applicable to you or to your business.

Assignment. Neither this Agreement nor any rights or obligations described in this Agreement may be assigned by Member without Venwise’s prior written consent.

Survival. Sections 3, 4, 5, 6, 7, 8, 11,12 and 13 will survive expiration or termination of this Agreement for any reason.

Miscellaneous. If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law or, if that is not possible, ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. No waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by you and Venwise. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. This Agreement constitutes the entire agreement between the parties on the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, negotiations, and representations with respect to the subject matter of this Agreement. The parties may execute this Agreement in several counterparts, all of which together constitute one agreement between the parties.

Governing Laws. This Agreement shall be governed by the laws of the New York of the United States of America, without regard to its conflict of laws.

By submitting my first payment, I agree to be bound to the terms detailed in this document. I also certify that I have reviewed, understood, and agree to be bound by all the terms and conditions described above. In addition, I certify that I am of sound mental condition/state, sufficient legal age, and proper legal authority to enter into and be bound by this contract in the state of New York.