MEMBER AGREEMENT

This Member Agreement (the "Agreement") is entered into between Corentus, Inc., a Delaware corporation with offices at 70 Oxford Street, Arlington, MA 02474 ("Corentus"), and you, the member ("Member" or "you").

By joining the Corentus Team Tools Membership Program (the “Membership”), you acknowledge that you have read, understood, and agree to be legally bound by the terms of this Agreement. You represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement with Corentus. If you are joining on behalf of an organization, you represent that you have the right to bind such organization to this Agreement. If you do not agree to these terms, you may not join or participate in the Membership.

1. Membership Program

1.1 Membership Access. As an active Member, you will receive access to Corentus intellectual property, materials, resources, live sessions, and the Corentus practitioner community platform as determined by Corentus.

 1.2 No Long-Term Commitments. This is a month-to-month membership with no long-term commitments. Member may cancel at any time as described in Section 3.

2. Payment and Refunds

2.1 Monthly Billing. Member will be charged the monthly membership fee on the date of joining and on the same day of each subsequent month.

2.2 Payment Authorization. By joining, Member authorizes Corentus to charge the payment method on file for the monthly membership fee. Member agrees to keep payment information current.

2.3 Refund Policy. Member may request a full refund within the first 15 days of initial membership for any reason. However, no Corentus intellectual property or materials may be downloaded or obtained during this 15-day period if Member intends to request a refund. After 15 days, membership fees are non-refundable.

2.4 Taxes. All amounts due are exclusive of sales, use, excise, service, value added, or other taxes, duties, and charges. Member shall be solely responsible for all such taxes (except for taxes imposed on Corentus' income).

3. Cancellation

3.1 How to Cancel. Member may cancel at any time by:

(a) Using the cancellation button in Member's Shopify account at https://corentus-tls.myshopify.com/, or

(b) Emailing EngageUs@Corentus.com with subject line "Cancel Membership" if Member cannot log into the Shopify account for any reason.

3.2 Effective Date. Cancellation will be effective at the end of the current billing period. Member retains access through the end of the paid period.

3.3 Retention of Materials. Upon cancellation, Member retains perpetual rights to use any Corentus intellectual property received during the active membership period, subject to the terms of this Agreement.

3.4 Termination for Breach. Corentus may terminate Member's membership for breach of this Agreement upon at least fifteen (15) days' prior written notice, provided Member does not cure such breach within that period.

4. Grant of License

4.1 License Grant. Corentus grants Member a non-exclusive, non-transferable license to use Corentus Intellectual Property received during active membership, subject to the terms of this Agreement.

4.2 Corentus Intellectual Property. As used in this Agreement, "Corentus Intellectual Property" or "Corentus IP" means all trade secrets, know-how, confidential or proprietary information, technical information, written or digital materials (including training materials, frameworks, tools, slide decks, workbooks, and any other information and documentation), whether copyrighted or not, and including improvements, updates, modifications, adaptations, and enhancements thereto, which are owned by or licensed to Corentus.

4.3 Perpetual Use. Member retains perpetual rights to use any Corentus IP received during active membership, even after cancellation, provided Member complies with the permitted and prohibited uses set forth below.

5. Permitted Use

Member may use the Corentus IP received during membership for client engagements, including 1:1 coaching, team coaching, facilitation, workshops, and other professional services, provided such engagements involve groups of 25 people or fewer from the same organization.

Member may customize materials by adding Member's logo and adjusting colors, provided Member complies with Section 7 (Attribution Requirements).

6. Prohibited Use

Without prior written permission from Corentus, Member may not:

6.1 Public Training Programs. Offer public workshops, open-enrollment training programs, or events where individuals from multiple organizations pay to attend.

6.2 Large Group Delivery. Deliver workshops or training to groups larger than 25 people.

6.3 Train-the-Trainer. Train other practitioners to use, teach, or deliver Corentus IP, methods, or approaches.

6.4 Resale or Distribution. Resell, give away, or distribute Corentus IP to other practitioners or coaches.

6.5 Sharing Membership. Share membership access with colleagues or other parties. Each practitioner must have their own membership.

6.6 Public Posting. Post materials publicly online, in forums, or on file-sharing sites.

6.7 Removal of Copyright. Remove or obscure Corentus copyright notices or logos.

6.8 Train the Trainer Program. For information about becoming a certified trainer, contact EngageUs@Corentus.com with subject line "Train the Trainer."

7. Attribution Requirements

7.1 Required Attribution. When using any Corentus IP, Member must inform clients that the content was developed by Corentus.

7.2 Copyright Notices. Member must keep Corentus copyright notices visible on materials (at minimum). Corentus prefers Member keep both logo and copyright when adding Member's branding.

7.3 Trademarks. All Corentus trademarks, service marks, designs, and logos are the property of Corentus. Member will have no right, title, or interest in such marks, and may only use them in compliance with this Agreement.

8. Intellectual Property Ownership

All Corentus IP remains the sole property of Corentus. This membership grants usage rights only, not ownership.

9. Disclaimers and Limitation of Liability

9.1 No Warranties. Corentus IP and all materials are provided on an "as is" basis without warranty of any kind, whether express or implied. Corentus specifically disclaims any and all warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.2 Limitation of Liability. In no event shall Corentus be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues. In no event shall Corentus' aggregate liability for all claims exceed the total fees paid by Member in the twelve (12) months preceding the claim.

9.3 Member Responsibility. Member is responsible for how Member delivers and applies Corentus IP with clients. Corentus provides the materials and frameworks; Member provides the professional expertise.

10. General Provisions

10.1 Relationship of Parties. Nothing herein shall be construed as creating any partnership, joint venture, agency, or employment relationship between Corentus and Member. Member has no authority to make offers or representations on behalf of Corentus.

10.2 Assignment. Member may not assign, subcontract, or transfer this membership or any rights hereunder without written consent of Corentus.

10.3 Governing Law. This Agreement is governed by the substantive laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of law.

10.4 Dispute Resolution. Any legal action or proceeding arising from or relating to this Agreement shall be brought exclusively in the state or federal courts in Middlesex County, Massachusetts, and each party consents to the jurisdiction thereof.

10.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior discussions, negotiations, and agreements.

10.6 Amendments. Corentus may modify this Agreement at any time by publishing a revised version on the Corentus.com website. Material changes will be communicated to members with 30 days notice.

10.7 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

10.8 Electronic Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms hereof constitutes a "signing" for all purposes.

Questions?

Membership support: EngageUs@Corentus.com

Train the Trainer inquiries: EngageUs@Corentus.com (Subject: Train the Trainer)

Version 1.0 | Effective November 2025

Copyright 2025 Corentus, Inc.