Your Commitments to Toniic
Commitment to Share Your Member Information. As a condition of viewing the Member Information of other Members and participating in the 100% IMPACT Network, you commit to sharing your own Member Information, including, at a minimum, the asset allocation in percentage terms.
Maintaining Confidentiality of Other Member Information. You agree to keep confidential the Member Information of other Members and to take all reasonable steps to preserve the confidential nature of such Member Information. You shall not make use of or disclose to any third party the Member Information of other Members except for the purposes described in this agreement. You shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Member Information of other Members in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the degree of care that you utilize to protect your own confidential information. You agree not to store hard copies of Member Information of any other Member.
Authorized Uses of Other Member Information. You agree to use Member Information of other Members solely for your own educational purposes and personal investment activities.
Breaches of Confidentiality. Any Member who breaches the confidentiality provisions of this Agreement shall be sanctioned and have their membership suspended or terminated, following investigation of the breach by Toniic, an opportunity for the Member to be heard, and a good faith determination by the Toniic board, or a committee or person authorized by the board to make such a determination, that the Member has breached the Agreement. Any Member who becomes aware that another Member has breached the confidentiality provisions of this Agreement is encouraged to report such incidents as soon as possible to the Toniic CEO in writing or by personal communication. Reports should be as complete as possible and may be sent by email or by letter to the CEO. Toniic will promptly investigate such reports and take appropriate action, while endeavoring to protect the privacy and confidentiality of all parties involved.
Common Interest Agreement. To the extent that any Member Information provided or made available hereunder may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you and Toniic understand and agree that the parties have a commonality of interest with respect to such matters and it is our desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege.
Indemnification. You agree to defend, indemnify, and hold harmless Toniic and its officers, directors, employees, agents, and successors from any and all claims, causes of action, losses, liabilities, and expenses (including, but not limited to, reasonable attorney fees) arising out of any breach of this Agreement by you.
Notices. Any communication from you to Toniic required or permitted under this Agreement shall be sent via email to 100IMPACT@toniic.com or via first class mail to Toniic Institute, 101 Mission St., San Francisco, CA 94105.
Term. The obligations contained in this Agreement shall survive the termination of your membership with Toniic.
Assignability. Neither this Agreement nor any rights hereunder shall be assignable or transferable, in whole or in part, by you or by Toniic.
Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only if made in writing and signed by both parties.
Severability. In the event that any provision, or any portion thereof, becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision or portion of said provision.
Dispute Resolution. You and Toniic agree that if any dispute arises out of or relates to the validity, enforceability, or breach of this Agreement, and if the dispute cannot be settled through negotiation, we will first try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure.
Governing Law. This Agreement shall be governed by and interpreted according to the laws of the State of California.