Noumena Member Rewards Terms and Conditions 

Effective as of: April 11, 2022

These Noumena Member Rewards Terms and Conditions (these “Terms”) govern all member rewards (“Rewards”) that may be issued from time to time by Noumena Partners, Inc. or any of its affiliates (individually and collectively, “we”, “our” or “us”).   Our operations include maintaining a community network (our “Community”), and offering and making available financial products and services, for freelancer and solopreneur businesses that are members of our Community. Eligible and approved applicants may become members (“Members”; each a “Member”) of our Community at www.noumena.pro.  Each Member accepts and agrees to be bound by these Terms as a result of membership in our Community and without regard to whether any Member is eligible for or receives any Reward that may be available from time to time.  If a Member or non-Member disagrees with or chooses not to accept any part of these Terms, the only recourse shall be for such person to terminate or not pursue, as applicable, membership in our Community.  These Terms are in addition to all other respective terms and conditions applicable to our products and services, including membership in our Community.

General Rewards Provisions.

Form and features of Rewards.   Multiple series of Rewards may be issued by us, from time to time, and our Rewards may be issued in different forms, including virtual and physical forms, or a combination of forms.  We may change or substitute the form of some or all of outstanding Rewards in our discretion.  Rewards, when issued, will have particular rights and features; however, we reserve the right to increase and/or add rights and features in our discretion, and Members agree that outstanding Rewards also may be impacted by a decrease or removal of rights and/or features, for example, when a redemption option becomes no longer available.  We also may exchange or convert existing Rewards for other versions of new or existing Rewards, in our sole discretion and without regard to actual or perceived differences in value or features between the affected Rewards.

 

Specific features of Rewards may include, without limitation, expiration times, time limits, restrictions, fees, and limitations based on geography. Members are solely responsible for all taxes associated with receiving, holding, transferring, redeeming or exchanging Rewards.   In the event that we have an obligation to perform tax reporting in connection with any Rewards, Members agree to provide us with all required information in order to prepare and perform such tax reporting.  Rewards have no cash value and are not redeemable for cash.  Certain Rewards may not be available to all Members.

 

Accounting for Rewards.  On an aggregate basis, all Rewards issued and outstanding will be recorded on our books and records.  In the case of individual recipients of Rewards, we may elect to maintain recordkeeping control of outstanding Rewards, in which case Rewards, if permitted to be transferred, will be transferable only on our books and records and according to our requirements and process of any such transfer.   Alternatively, we may issue Rewards, or change the features of existing Rewards, allowing transfer and/or exchange of Rewards among Members and/or outside the Community.

 

Earning Rewards. Rewards may be earned according to the specific Reward terms.  Generally, Rewards will be granted to eligible Members according to the Member’s performance of one or more activities and/or achievement of one or more targets.   

 

Using and redeeming Rewards.  Rewards may be used and/or redeemed according to the specific Reward terms.  For example, Rewards might be redeemable toward a product or service we offer and/or might be exchangeable with other Members and/or third parties toward products or services offered by the other Members or third parties.  

 

Termination of Rewards.  In addition to specific Reward terms, in all cases, Rewards are subject to forfeiture and cancellation in the event that a Member violates or breaches these Terms or any other agreement or published rules or policies associated with our products or services, including our Community.  

 

Rewards development. As part of our ongoing product and service development efforts, we may from time to time issue Rewards that are limited to specific groups of Members, selected Members, and/or a certain number of Members.

 

All decisions final. We are solely responsible for the administration of Rewards and, as a condition of these Terms, you agree that our interpretation and application, in good faith, of these Terms and specific Reward terms, as well as our decisions in the case of any disagreement or dispute regarding Rewards, shall be final and non-appealable.

General Terms.

Proprietary Rights. We own or otherwise license all copy, software, graphics, designs,  copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights associated with the Rewards. No license or right in or to any of our property or rights is granted hereby; all rights are reserved by us.

 

No Warranties.  WE MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN, ANY REWARDS.  ALL REWARDS ARE PROVIDED “AS IS.”  TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARISING FROM OR RELATED TO ANY REWARDS.  IN NO EVENT WILL WE BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY DIRECT DAMAGES, AND/OR ANY OTHER DAMAGES RESULTING ANY MEMBER’S ELIGIBILITY, INELIGIBILITY, ACCEPTANCE, HOLDING, USE, REDEMPTION, TRANSFER OR EXCHANGE OF ANY REWARD, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable arising from or related to any Reward(s) in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the lesser of any amount paid by you for the Reward(s) or One Hundred Dollars ($100.00).   As used in this paragraph, “we” and “our” also refer to our respective officers, directors, shareholders, employees, contractors, service providers, agents and assigns.

 

Indemnification.  Each Member agrees to indemnify, defend and hold harmless us, and our respective officers, directors, shareholders, employees, contractors, service providers, agents, and assigns, from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to, any violation or breach by such Member of any provision of these Terms or applicable law.  

 

Severability. If any part of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

 

Waiver; Remedies.  Our failure to partially or fully exercise any rights or the waiver by us of any breach of these Terms by a Member shall not prevent a subsequent exercise of such right by us or be deemed a waiver by us of any subsequent breach by the same or any other Member of the same or any other of these Terms.  Our rights and remedies under these Terms and any other applicable agreement between a Member and us shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.

 

Governing Law; Dispute Resolution.  The laws of the State of Florida shall govern these Terms.  If any Member has a dispute under these Terms or otherwise related to Rewards, such Member agrees to first try to resolve the dispute informally by notifying us of the concern, and we and such Member agree to attempt in good faith to resolve any such dispute. If these efforts fail, each Member agrees that all claims, disputes or controversies against us and our respective officers, directors, shareholders, employees, contractors, service providers, agents and assigns (collectively, “Released Parties”) arising under these Terms or otherwise relating to any Rewards (collectively, “Claims”) are subject to fixed and binding arbitration, no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek.  This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims.  WE AND EACH MEMBER UNDERSTANDS AND AGREES TO ARBITRATE ALL CLAIMS, AND WAIVES ALL RIGHTS TO RESOLVE ANY CLAIMS BEFORE A JUDGE AND JURY IN A COURT OF LAW. THIS MEANS THAT THE CLAIM WILL BE DECIDED BY AN ARBITRATOR, AND NOT BY A JUDGE OR JURY. COURT REVIEW OF AN ARBITRATION AWARD WILL BE VERY LIMITED. THE ARBITRATOR CAN AWARD ANY DAMAGES OR RELIEF ON A MEMBER’S INDIVIDUAL CLAIM THAT A COURT OF LAW COULD UNDER APPLICABLE LAW, PROVIDED, HOWEVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ARBITRATOR IS NOT EMPOWERED TO AWARD ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION HEREOF.  In addition, each Member agrees that any and all Claims will be arbitrated on an individual basis, not as a plaintiff, class representative, member of a putative class, or otherwise on behalf of others in any proposed class, collective, consolidated or representative proceeding, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.   Notwithstanding the foregoing, this provision shall not prevent a party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or statutory injunctive relief in its favor solely on the grounds that such relief would also have an effect on the general public.  

 

The arbitration shall be administered by JAMS or its successor or, if no longer in existence, another nationally-recognized administrator, and conducted in accordance with its comprehensive arbitration rules then in effect (the “Rules”).  Those Rules may limit the discovery available to the parties.  The seat of the arbitration shall be in Fort Lauderdale, Florida or at a different location to which we and the Member may agree in writing.  The arbitration shall be conducted as expeditiously and economically as reasonably practicable.    Payment of all filing, administration, arbitrator and/or mediator fees ("Fees") will be governed by JAMS rules.

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least fifteen (15) years’ experience or a retired or former judge, selected in accordance with JAMS rules.  If all parties to the dispute do not agree upon the arbitrator within twenty (20) days after commencement of the arbitration, then the arbitrator shall be appointed by the administrator pursuant to the Rules. The arbitrator will take reasonable steps to protect a party’s account information and other confidential information if requested to do so by such party, provided the discovery or exchange of non-privileged information relevant to the dispute shall be permitted. The arbitrator shall issue a written award consisting of a written statement stating the disposition of each claim and include a concise written statement of the essential findings and conclusions on which the award is based (the “Award”). The arbitrator’s Award is final and binding on the parties unless we or the Member appeals it in writing to the arbitration firm within fifteen (15) days of notice of the Award. Any Claim a Member may have with respect to these Terms or otherwise relating to any Rewards must be commenced within one (1) year after the Claim arises, or such Claim is forever waived by such Member.

We and each Member further agree that an Award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other proceeding except to enforce the Award itself and any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in state and federal courts located in Fort Lauderdale, Florida.  For any Claims that are not subject to arbitration, if any: (a) the exclusive jurisdiction and venue for proceedings involving Claims shall be the courts of competent jurisdiction sitting within Fort Lauderdale, Florida, and the parties hereby waive any argument that any such court does not have personal jurisdiction or is not appropriate or convenient; and (b) we and each Member waives any and all rights to trial by jury with respect to any such Claims.

Amendment of these Terms.  We may change (including adding, removing, and or altering) these Terms at any time without prior notice, provided that we will give Members, or affected Members, reasonable notice of such changes.  Each Member expressly agrees that reasonable notice of changes to these Terms includes, at our option, posting the amended terms on our website and that, unless we state otherwise, such changes shall be effective upon our giving reasonable notice of the changes.  Notwithstanding the foregoing provisions of this paragraph, terms and conditions of specific Rewards may be changed only according to these Terms and the individual terms and conditions of the specific Rewards.

[FOLLOWING ARE ADDITIONAL TERMS ASSOCIATED WITH SPECIFIC AWARDS]

Specific Rewards.

(1) An offer of Rewards in a virtual token format, intended to be offered in phases and to be known as “Noumena Reward Tokens v.033122”.   All Rewards, both in the aggregate and individually, will be accounted for on our books and records only.  Offer of these Rewards is expected to begin on March 31, 2022, to be available to a selected group of Members who will be invited to test the initial roll-out of the Rewards, and thereafter, all Members will become eligible to earn Rewards beginning approximately April 19, 2022, as announced by us.  Upon announcement by us, we anticipate adding and/or changing activities and/or targets to earn specified numbers of tokens.  Rewards may be used by Members to obtain premium features and/or services available to Members, which will be announced by us.  Also upon announcement by us, Members will be permitted to transfer their Rewards to other Members by notifying us of the transfer and subject to the acceptance of the transfer by the receiving Member, according to the processes to be implemented by us.  Rewards automatically are forfeited and canceled when a Member holding any of these Rewards ceases to be a member of the Community.  We will maintain and post to our app a chart and any additional information specifying current activities/targets to earn these Rewards, as well as the available use/redemption options for these Rewards, similar in format to the following illustration.  Members may consult these postings to obtain current specifics regarding these Rewards.

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