Arootah Memberships Terms and Conditions

By enrolling in any Arootah Membership offering, you agree to be bound by these Terms and Conditions.

Effective Date: May 03, 2025

This Membership Agreement (“Agreement”) is entered into by and between Arootah, LLC (“Arootah”), with offices at 1325 Avenue of the Americas, 28th Floor, New York, NY 10019, and the individual or entity (“Member”) that accepts these Terms by enrolling in any Arootah Membership offering.

1. Scope of Services

Arootah shall make available one or more individuals (each an “Advisor” or “Coach”) to provide advisory, coaching, wellness, and/or technology-related services based on the selected Membership tier. Services may include business plan support, recruiting strategy, leadership and executive coaching, wellness coaching, technology-based accountability tools, and content-driven programs.

Membership tier details are defined in Schedule A. Arootah reserves the right to modify or update the services included in each Membership tier upon thirty (30) days’ written notice to the Member.

All communications, scheduling, and payments will be conducted through Arootah’s designated platform, unless otherwise mutually agreed.

2. Term and Renewal

The term of this Agreement shall begin on the Effective Date and will continue on a monthly basis unless earlier terminated pursuant to this Agreement. Membership shall automatically renew for additional one-month periods unless either party provides written notice of non-renewal at least fourteen (14) days prior to the renewal date. Arootah reserves the right to change pricing upon renewal with at least thirty (30) days’ advance written notice to the Member.

3. Fees and Payment Terms

The Member shall pay the Subscription Fees in accordance with the applicable Membership tier as outlined in Schedule A. Subscription Fees are due monthly in advance, non-refundable, non-cancelable, and irrevocable for the then-current period.

Member acknowledges and agrees to recurring billing unless Membership is canceled in accordance with this Agreement. Member shall not offset any amounts due to Arootah without prior written consent.

4. Acceptable Use

Member shall use the Services only for lawful purposes and in accordance with this Agreement. Member agrees not to:

• Transmit unauthorized, harmful, or offensive content;
• Interfere with the software or network operations;
• Harvest or collect information without consent;
• Share access credentials with unauthorized users;
• Attempt to gain unauthorized access to systems or data.

Arootah may suspend or terminate Member’s access for any breach of these conditions.

In the event of a material violation of this section, Arootah reserves the right to pursue injunctive relief or other legal remedies, including damages and recovery of reasonable legal fees.

Member acknowledges that misuse of the Services may result in irreparable harm to Arootah.

5. Confidentiality

Each party agrees not to disclose any Confidential Information of the other party without express written consent, except as required by law. “Confidential Information” includes, but is not limited to, trade secrets, business plans, pricing, advisor and client data, and proprietary methodologies. Upon termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party’s request, destroy all copies of Confidential Information, except to the extent required by law or in accordance with bona fide backup or archival policies. These obligations survive for two (2) years after termination. Disclosure required by a governmental body must be preceded by written notice to the disclosing party, unless prohibited by law.

6. Termination

Arootah may terminate or suspend Membership at any time for:

• Non-payment;
• Misrepresentation;
• Breach of this Agreement or other policies;
• Misconduct toward Arootah personnel;
• Legal or regulatory risks.

Member may terminate Membership by written notice at least fourteen (14) days prior to the next billing date. Upon termination, Member remains responsible for all unpaid amounts accrued up to the termination date. No refunds or prorated credits shall be issued for unused time, partially delivered services, or early termination unless otherwise required by applicable law or specifically agreed to in writing by Arootah.

7. Intellectual Property

All Arootah software, apps, content, and documentation (“Materials”) remain the exclusive property of Arootah or its licensors. Member receives a limited, non-transferable license to use such Materials for the duration of Membership for internal purposes only. Member may not copy, reverse-engineer, sublicense, or use the Materials outside the scope of this Agreement. Member is expressly prohibited from using any Arootah content, materials, tools, or software for any commercial, consulting, teaching, or competitive purpose, including training third parties or building derivative works based on Arootah intellectual property.

8. Disclaimer of Professional Advice

Member acknowledges and agrees that: (i) Arootah does not promise any specific outcomes, including but not limited to increased clientele, profitability, investment success, or business growth; (ii) neither Arootah nor any of its Advisors or Coaches provides, or shall be construed to provide, legal, tax, accounting, financial, investment, medical, or psychological advice; (iii) the provision of Services does not create a professional or fiduciary relationship of any kind between Arootah and the Member or any third party; (iv) Member is solely responsible for all decisions and actions made before, during, and after engaging with Arootah’s Services; and (v) Arootah is not liable for any action or inaction taken by the Member or its personnel based on the Services.

Member further acknowledges that Arootah and its Advisors will not (and Member shall not request or cause them to) engage in any activity that would require registration as a broker-dealer, investment adviser, or other licensed financial professional. If the Services involve advice on business development best practices, Arootah shall not provide direct assistance with fundraising or receive any transaction-based compensation.

Any coaching, wellness, or advisory guidance is provided for educational and informational purposes only. Member should consult appropriate licensed professionals as needed. In

the event of a physical or mental health emergency, Member should contact a qualified healthcare provider.

Arootah disclaims all representations and warranties regarding the accuracy, completeness, or applicability of any advice or outcome derived from the Services.

9. Non-Solicitation

During the term of this Agreement and for a period of two (2) years following the last date upon which Services are furnished by Arootah to Member pursuant to this Agreement, Member shall not directly or indirectly, whether voluntary or involuntary, or through any enterprise with which Member is associated (or in assisting another individual or enterprise), hire, employ, engage, offer employment to, recruit, solicit, induce, or influence any Arootah employee, advisor, coach, or independent contractor who provides services to Arootah to terminate or reduce their professional relationship with Arootah, unless otherwise agreed in writing in advance by Arootah.

Member agrees that Arootah will suffer irreparable harm if this provision is breached and that actual damages would be difficult to determine. Accordingly, Member shall pay liquidated damages to Arootah in an amount equal to the annual compensation of the applicable employee or contractor multiplied by thirty-six (36) months. Member expressly agrees that such liquidated damages are reasonable and not a penalty.

If any portion of this provision is held invalid, the remainder shall remain in effect. At Arootah’s sole election, Arootah may pursue a claim arising under this section in a court of law rather than through mediation or arbitration.

10. Limitation of Liability

To the fullest extent permitted by law, Arootah and its affiliates, officers, employees, contractors, and representatives shall not be liable for any indirect, incidental, special, consequential, or punitive damages of any kind, including but not limited to loss of business, revenue, profits, goodwill, data, or use, whether in an action in contract, tort (including but not limited to negligence), equity, or otherwise, arising out of or in any way connected with Member’s use of or inability to use the Services, even if Arootah has been advised of the possibility of such damages.

In no event shall Arootah’s total cumulative liability to Member for any and all claims arising from or related to this Agreement exceed the total Subscription Fees actually paid by Member to Arootah during the two (2) months immediately preceding the event giving rise to the claim. Member acknowledges and agrees that the limitations of liability set forth in

this section are an essential element of the bargain and that Arootah would not provide the Services without such limitations.

11. Indemnification

Member hereby agrees to indemnify, defend, and hold harmless Arootah and its advisors, employees, contractors, members, owners, successors, assigns, and personal and professional representatives from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, and all related costs and expenses, including but not limited to reasonable attorneys’ fees and disbursements, that Arootah may incur and which arise out of or relate to (i) Member’s breach or violation of any term, condition, representation, or warranty of this Agreement; (ii) Member’s misuse of the Services; (iii) Member’s negligent or willful acts or omissions; or (iv) any violation of applicable laws or the rights of a third party. This indemnity shall survive termination of the Agreement.

12. Arbitration and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles. Any dispute arising under or related to this Agreement shall first be submitted to confidential mediation administered by JAMS in New York County, New York. If the dispute remains unresolved, it shall be submitted to final and binding arbitration administered by JAMS in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator who is a retired judge or attorney with relevant subject matter experience.

The parties expressly waive their right to bring any action in a court of law, including a trial by jury, except that either party may seek interim or permanent injunctive relief or equitable remedies in a court of competent jurisdiction to prevent unauthorized use or disclosure of Confidential Information or violation of intellectual property rights. The prevailing party in any arbitration or court action shall be entitled to recover its reasonable attorneys’ fees and costs.

13. Miscellaneous

This Agreement, including any exhibits and incorporated policies, constitutes the entire understanding between the parties. It supersedes all prior agreements. Any amendment must be in writing signed by both parties. Member may not assign this Agreement without Arootah’s prior written consent. If any part is found invalid, the remainder shall continue in force.

The following provisions shall survive termination of this Agreement: Sections 5 (Confidentiality), 6 (Termination), 7 (Intellectual Property), 8 (Disclaimer of Professional Advice), 9 (Non-Solicitation), 10 (Limitation of Liability), 11 (Indemnification), and 12 (Arbitration and Governing Law).

Schedule A – Membership Tier Details

All benefits and pricing are subject to change with thirty (30) days’ written notice from Arootah

Common Benefits Across All Tiers:

• Access to proprietary Arootah apps and tools
• Invitation to exclusive webinars, workshops, and fireside chats
• Monthly thought-leadership content
• Discounted access to Arootah’s wellness and executive training services

Arootah LLC
1325 Avenue of the Americas, 28th Floor
New York, NY 10019
Email: support@arootah.com