Inner Circle Program Membership Agreement

This Membership Agreement (“Agreement”) is entered into between Elite Business Exchange, a subsidiary of CNH Holdings Inc. (“Company,” “we,” “us,” or “our”), and the subscribing party (“Member” or “you”). This Agreement outlines the terms and conditions for participation in the Inner Circle Program and defines the relationship between the Company and the Member.

The Inner Circle Program is an exclusive, early adopter membership designed to provide Members with early access to our platform’s core and upcoming features, influence on product development, and priority use of new tools as they are released. Due to the nature of the program and its focus on beta testing, Members understand that timelines for product releases may vary, and features may be modified, delayed, or discontinued based on feedback and development decisions.

1. Membership Benefits and Scope The Inner Circle Program is structured to provide early adopters with:

• Early and exclusive access to new features as they are developed.
• Active participation in beta testing, with opportunities to suggest improvements and provide direct feedback.
• Priority involvement in quarterly advisory sessions and development meetings.
• Lifetime membership access with no recurring fees.
• Influence over future features and products on the platform.

Please Note: Due to the beta testing nature of the program, timelines for product releases are not guaranteed, and some features may be modified or discontinued based on testing feedback and development decisions.

2. Membership Tiers and Pricing

This Agreement covers the following membership tiers:

1. Fast Movers Program: $5,000 (Limited to the first 10 members, no future upgrade fees).
2. Starter Plan: $5,000.
3. Base Plan: $7,500.
4. Professional Plan: $10,000.
5. Premium Plan: $15,000.

Members may upgrade to higher tiers by paying the difference between their current plan and the desired plan. Additional brokers or listings beyond the membership tier limits will incur separate fees as outlined in the pricing structure.

3. Term and Termination

• Term: This Agreement is effective upon signing and continues indefinitely unless terminated by either party.
• Termination by Member: You may terminate your membership within the first 7 days for a full refund, provided no proprietary tools or consultations have been accessed. After 30 days, no refunds are provided unless the Company materially fails to deliver core features as outlined. There is **no guarantee of permanent feature availability** due to the beta testing nature of the program.
• Termination by Company: The Company may terminate this Agreement if you breach any terms, violate non-disclosure obligations, or misuse the platform. Termination is also possible if the Member’s feedback is deemed damaging to the platform or community.

Upon termination, access to all Inner Circle Program features and benefits will be immediately revoked.

4. Refund Policy

The Inner Circle Program is specifically designed for early adopters who understand that they are joining a beta testing phase of a developing product. As such, Members should expect that the platform’s features may not yet be fully functional, and product rollouts may be adjusted, delayed, or discontinued at any time based on development requirements and Member feedback. Therefore, the refund policy is structured as follows:

1. Initial 7-Day Refund Window: A full refund is available if a Member cancels their membership within 7 days of enrollment, provided no proprietary features have been accessed, and no consultations or onboarding services have been conducted.
2. Up to 30 Days Partial Refund: A partial refund of up to 50% of the membership fee is available for Members who cancel within 30 days, provided they have accessed fewer than two core tools and have not participated in any private advisory sessions.
3. Beyond 30 Days: Due to the early access, exclusivity, and influence provided to Inner Circle Members, no refunds will be issued after 30 days, even if features are modified, discontinued, or not permanently rolled out.
4. Product Changes and Discontinuations: Because Members are joining a beta phase, they agree that no refunds will be granted due to feature changes, delays in development, or the removal of features based on testing feedback.

Refunds are processed within 10 business days of an approved request and will be issued to the original payment method.

5. Payment Terms

• One-Time Membership Fee: You agree to pay the one-time fee corresponding to your membership tier.
• Payment Method: All payments must be made through the Company’s designated payment processor. No cash payments are accepted.
• Refunds: Refunds are provided only as outlined in the Refund Policy above.

6. Non-Disclosure Agreement (NDA)

As a condition of your membership, you agree to keep confidential all proprietary information, business strategies, product plans, and non-public features shared with you by the Company.

• Confidential Information: This includes, but is not limited to, product roadmaps, development strategies, source code, and testing data.
• Duration of NDA: This NDA will remain effective for the duration of your membership and continue for three years after termination.
• Breach of NDA: Any breach will result in immediate termination of your membership and potential legal action.

7. Non-Compete Clause

To protect the Company’s interests and intellectual property, the Member agrees not to create, develop, invest in, or support any business that offers or intends to offer products or services that directly compete with Elite Business Exchange or any of its features—either currently available, in development, or discontinued—for a period of two years following termination of this Agreement. Scope and Limitations:

• No Restrictions on Using Other Service Providers: This non-compete clause does not restrict the Member from using other platforms, tools, or services to conduct their business operations. Members are free to use competing platforms to support their business activities and operations, as long as they are not involved in the creation or financial backing of those competing platforms.

Enforcement and Compliance:

Any breach of this non-compete clause will result in immediate termination of the membership and potential legal action. Exceptions or modifications to this clause may be granted in writing at the Company’s sole discretion.

8. Use of Platform and Services

Your membership grants you access to beta features, tools, and services. You agree to use these features solely for your business activities and to provide feedback as required. You may not resell, sublicense, or otherwise distribute any of the tools or content provided through the platform without express permission from the Company.

9. Intellectual Property

All materials, tools, features, and content provided through the Inner Circle Program are owned exclusively by Elite Business Exchange or its licensors. You do not acquire any ownership rights through this Agreement. The Company grants you a non-exclusive, non-transferable license to use these tools for your internal business purposes during your membership.

10. Data Processing and Privacy Compliance

The Company complies with the **California Consumer Privacy Act (CCPA)** and **California Privacy Rights Act (CPRA)** and is committed to safeguarding the personal data of California residents. As a Member, you agree to adhere to all data privacy laws, including:

1. Data Use: Personal data shall only be used for the purposes outlined in this Agreement.
2. Third-Party Processors: All sub-processors engaged by the Company will be required to comply with CCPA and CPRA regulations.
3. Annual Reviews: The Company may conduct annual compliance reviews of data handling practices.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Missouri, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in Missouri.

12. Amendments

The Company reserves the right to amend this Agreement to reflect changes in the Inner Circle Program or applicable laws. Members will be notified of any changes, and continued participation will signify acceptance of the updated terms.

Contact Information

For questions or concerns regarding this Agreement, please contact:

Elite Business Exchange  

A subsidiary of CNH Holdings Inc.  

541 Locust Street

Lebanon, Missouri 65536

admin@elitebusinessexchange.com

417-895-0143