Membership Agreement

Conmigo Collective LLC Membership Agreement

This Conmigo Collective LLC Membership Agreement (this "Agreement"), dated as of the date accepted at checkout (the "Effective Date"), is by and between Conmigo Collective LLC, a New Mexico limited liability company, with offices located at ______________________________________________ (“Conmigo Collective LLC Address”) ("Company") and the individual accepting this Agreement at checkout, with the address provided at checkout ("Member" and together with Company, the "Parties", and each a "Party").

WHEREAS Company offers a paid membership community that may include digital content, community access, limited member perks, and optional invitations or access opportunities relating to events, educational experiences, farm visits, or tastings, as determined by Company from time to time; and

WHEREAS Member desires to purchase a membership from Company, and Company is willing to make such membership available under the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Member agree as follows:

Membership; Nature of Membership. Company shall provide to Member the membership benefits, access rights, content, communications, and other features expressly included in the membership tier selected by Member at checkout, as described in the applicable checkout page, offer description, and any membership materials made available by Company from time to time (collectively, the "Membership Benefits"). Member must be at least eighteen (18) years of age to purchase a membership. Participation in any alcohol-related content, event, tasting, or experience requires Member to be at least twenty-one (21) years of age. Member acknowledges and agrees that this Agreement is for the purchase of a community and experience membership only and not for any securities offering, investment opportunity, crowdfunding campaign, ownership interest, profit-sharing right, revenue-sharing right, repayment obligation, distribution right, dividend right, liquidation right, debt instrument, or other financial product. Membership does not create any equity, membership interest, partnership interest, joint venture, shareholder rights, governance rights, voting rights, management rights, creditor rights, or any ownership or property interest in Company, any affiliated or associated entity, any real property, any farm, any land, any agave plants, rows, crops, piñas, seeds, pups, biomass, harvests, inventory, alcohol, spirits, bottles, intellectual property, or business assets. Conmigo Collective LLC is the membership and consumer-facing brand. Conmigo Collective LLC may have relationships and affiliations with separate agricultural cultivation entities. Membership in Conmigo does not create any ownership, access, crop, plant, land, operational, management, voting, or financial rights in any partners, affiliates, or associated farm operations. Any Sponsor-a-Plant, Sponsor-a-Row, named plant, named row, farm, or cultivation-related recognition included in a membership tier is symbolic, educational, and experiential only. It does not create ownership of any plant, row, crop, piña, seed, pup, biomass, harvest, land, farm asset, product, revenue, or financial return. For the avoidance of doubt, Member is purchasing access to a community and related membership benefits only, and is not acquiring any ownership, investment, plant rights, row rights, crop rights, harvest rights, bottling rights, distribution rights, product rights, alcohol rights, farm access guarantee, or rights to returns based on Company's or any affiliate's performance. Company may modify, suspend, or discontinue Membership Benefits from time to time in its reasonable discretion, provided that such changes do not require Company to provide any ownership or investment-like rights. The initial accepted membership selection is the membership tier accepted by Member at checkout.

Company Administration; Program Terms. Company shall:

Administer the membership program using such employees, contractors, hosts, venue operators, platform providers, or other representatives as Company determines, in its sole discretion, are appropriate to operate the membership program and provide Membership Benefits.

Designate one or more communication channels, portals, email addresses, event pages, or representatives for matters pertaining to this Agreement and the membership program.

Use such additional employees, contractors, moderators, event staff, facilitators, or service providers as Company deems sufficient to provide or administer the Membership Benefits.

Make changes to membership personnel, communication channels, platforms, schedules, venues, event details, farm-access procedures, or Membership Benefits from time to time as reasonably necessary for operations, safety, compliance, availability, weather, agricultural conditions, licensing, or business needs.

Following notice to Member when reasonably practicable.

Upon changes caused by safety concerns, weather, agricultural conditions, vendor or venue availability, legal or licensing restrictions, or the resignation, unavailability, illness, death, disability, or replacement of any host, guide, facilitator, or representative.

Limit, condition, revoke, or deny access to any event, farm, property, tasting, or in-person experience where Company determines such limitation is necessary for safety, compliance, capacity, conduct, insurance, operational, agricultural, or legal reasons.

Conmigo Collective LLC is the membership and consumer-facing brand. References to any farm, agricultural operation, cultivation entity, or related brand, project, or affiliate are descriptive of the membership experience only and do not mean that Member is investing in, acquiring rights in, or entering into any ownership, partnership, agency, employment, fiduciary, or co-venture relationship with any affiliated or associated entity or any related person.

Member Obligations. Member shall:

Provide accurate, current, and complete contact, payment, age, eligibility, emergency-contact, and other information requested by Company in connection with this Agreement and keep such information updated. Member represents and warrants that Member is at least eighteen (18) years of age and, if Member intends to participate in any alcohol-related content, event, tasting, or experience, that Member is at least twenty-one (21) years of age.

Respond promptly to reasonable requests from Company for instructions, confirmations, waivers, acknowledgments, eligibility information, scheduling responses, or other information required for Company to administer the membership program or any Membership Benefits.

Comply with all membership rules, community guidelines, event rules, posted notices, venue policies, safety instructions, transportation instructions, farm-access restrictions, tasting rules, and all applicable laws at all times in connection with the membership program.

Not share, transfer, resell, sublicense, or misuse the membership or any access credentials, and not engage in conduct that is unlawful, unsafe, intoxicated, abusive, harassing, discriminatory, disruptive, defamatory, or reasonably likely to harm Company, other members, guests, personnel, property, or reputation.

Membership Fees, Billing, Cancellation, and Refunds. 

In consideration of the Membership Benefits and the rights granted to Member under this Agreement, Member shall pay Company the fees, dues, charges, and any applicable taxes set out at checkout for the membership tier selected by Member. All membership fees are due in full at checkout and are processed through Company's designated payment processor. Company shall not be obligated to provide Membership Benefits until the initial payment is processed and cleared. Membership fees are generally non-refundable once membership benefits have begun, including once the Member receives or is granted access to the member dashboard, private updates, member-only content, member recognition, welcome kit preparation or shipment, event registration, or any other membership benefit. A Member may request cancellation within seven (7) days after initial purchase, and the Company may provide a refund if no material membership benefits have been accessed, prepared, reserved, or delivered. After that period, refunds will be granted only where required by law or in the Company's sole discretion. The Company may, in its discretion, offer a partial refund, credit, membership extension, substitute benefit, rescheduled experience, or other resolution instead of a cash refund.

Membership Benefits, farm access, events, plant/row recognition, agricultural updates, product-related opportunities, and experiences are subject to availability, weather, agricultural conditions, safety conditions, landowner approval, legal requirements, vendor availability, and operational limitations. Delay, modification, substitution, postponement, or unavailability of any particular benefit, event, farm access opportunity, agricultural milestone, plant/row recognition, product concept, tasting, release, or experience does not automatically entitle a Member to a refund. Event-specific fees, deposits, reservations, and experiences may be subject to separate cancellation terms presented at registration. The Company reserves the right to cancel, postpone, modify, or substitute any benefit or experience where reasonably necessary for safety, legal, agricultural, operational, or business reasons. Except as expressly set out in Section 4.1, Member shall have no right to any refund, chargeback, offset, or credit for failure to use the membership, inability to attend an event, or Company's modification, postponement, substitution, or cancellation of any particular perk, event, visit, or experience.

Member shall be responsible for all sales, use, excise, gross receipts, alcohol-related, event-related, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Member hereunder, other than taxes imposed on Company's net income or property.

Except for charges that Member has successfully disputed in good faith, all late payments shall bear interest at the lesser of (a) the rate of 1.5% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Company shall also be entitled to recover all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Company does not waive by the exercise of any rights hereunder), Company shall be entitled to suspend or terminate the membership or the provision of any Membership Benefits if Member fails to pay any undisputed fees when due hereunder and such failure continues for 5 days following written notice thereof.

Assumption of Risk, Disclaimers, Waivers, and Limitation of Liability.

Member understands and acknowledges that participation in any Membership Benefits, including community activities, events, travel to and from events, farm visits, agricultural settings, outdoor activities, tastings, consumption of food or beverages, transportation activities, and interactions with third parties, animals, equipment, terrain, crops, plants, weather, or facilities, may involve inherent and other risks, known and unknown. Such risks include, without limitation: sharp agave plants and spines; uneven, rocky, or unpaved terrain; farm equipment and tools; vehicles, ATVs, and other transportation; extreme weather, heat, sun exposure, and dehydration; insects, snakes, and other animals; food allergens and alcohol consumption; physical exertion and outdoor activity; agricultural chemicals, dust, and irrigation; and conditions at third-party venues, farms, or vendor locations. These risks may result in personal injury, illness, allergic reaction, intoxication, property damage, loss, delay, cancellation, or death. Member voluntarily assumes all such risks to the fullest extent permitted by applicable law. Participation in any in-person event, farm visit, tasting, or experience may require execution of a separate waiver and release, age verification, compliance with event-specific rules and safety instructions, proof of insurance, and satisfaction of any other eligibility requirements imposed by Company, the venue, or the landowner.

Membership does not guarantee access to alcohol, spirits, bottles, tastings, product releases, purchase rights, or alcoholic beverages. Alcohol may be served or discussed at certain events or experiences only where legally permitted and only to individuals who are at least twenty-one (21) years of age. All alcohol-related activities are subject to applicable federal, state, and local law, licensing, availability, age verification, and Company policy. Company may deny alcohol-related participation to any Member for any lawful or safety reason. Member is solely responsible for complying with all alcohol laws, drinking responsibly, arranging safe transportation, and refraining from participation while impaired.

Farm, facility, event, and tasting access is limited, conditional, revocable, and not guaranteed. Membership does not guarantee admission to any specific event, visit, release, planting day, founders day, tasting, harvest activity, or other in-person experience.

Company makes no representation or warranty that any Membership Benefit will achieve any personal, business, financial, agricultural, educational, experiential, or other outcome for Member, and Company does not provide investment, legal, medical, tax, or other professional advice through the membership program.

To the fullest extent permitted by applicable law, Member waives, releases, and discharges Company and its direct and indirect owners, managers, members, officers, employees, agents, representatives, contractors, affiliates, successors, assigns, hosts, venue partners, landowners, and event partners from and against any and all claims, demands, causes of action, damages, liabilities, losses, costs, and expenses arising out of or relating to Member's membership, participation, presence at any event or property, consumption of any food or beverage, travel, transportation, or use of any Membership Benefits, except to the extent finally determined by a court or arbitrator of competent jurisdiction to have resulted from such released party's gross negligence or willful misconduct.

Member represents that Member will not participate in any event, tasting, or farm or facility visit while intoxicated, under the influence in violation of law, or while suffering from any condition that would make participation unsafe, and that Member will follow all instructions given by Company or venue personnel.

Member shall indemnify, defend, and hold harmless Company and its affiliates and representatives from and against any third-party claims, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Member's breach of this Agreement, violation of law, misconduct, negligence, intoxication, or injury or damage caused by Member.

Member understands that Company is not a medical provider, does not undertake to supervise Member for medical purposes, and is not responsible for Member's personal property, vehicles, valuables, or belongings at any event, farm, facility, or venue.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE MEMBERSHIP, MEMBERSHIP BENEFITS, EVENTS, CONTENT, ACCESS, COMMUNICATIONS, AND ANY RELATED EXPERIENCES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SAFETY, AVAILABILITY, OR THAT ANY EVENT OR BENEFIT WILL OCCUR AS SCHEDULED.

Intellectual Property; No Property Rights. All intellectual property rights, including copyrights, trademarks, service marks, trade secrets, know-how, trade dress, trade names, logos, corporate names, domain names, content, media, photographs, videos, text, designs, membership materials, event materials, and all goodwill associated therewith (collectively, "Intellectual Property Rights") in and to the membership program, Membership Benefits, and all related materials are and shall remain owned by Company or its licensors. Subject to Member's compliance with this Agreement, Company grants Member a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of the membership to access and use membership materials solely for Member's personal, non-commercial use in connection with the membership. Member acquires no ownership, title, security interest, lien, plant right, row right, crop right, piña right, biomass right, harvest right, real property right, equity right, alcohol right, product right, or other proprietary interest of any kind in Company, any affiliated or associated entity, or any related property or assets.

Confidentiality. From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, private, and confidential information of Disclosing Party, including without limitation membership materials, member dashboard content, private updates, farm updates, member-only communications, pricing, member lists, event details, access procedures, business plans, partner information, farm locations not made public by Company, photos, videos, launch plans, community materials, operational information, and other information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source that, to the Receiving Party's knowledge, was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) the Receiving Party establishes by documentary evidence was or is independently developed by Receiving Party without using any of the Disclosing Party's Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. Without limiting the foregoing, Member shall not copy, screenshot, record, scrape, download (except as expressly permitted for personal use), distribute, publish, sell, license, or commercially exploit any member-only content, dashboard content, member communications, event materials, or other Confidential Information of Company without Company's prior written consent. The obligations of this Section 7 shall survive the termination or expiration of this Agreement for a period of three (3) years, or indefinitely with respect to trade secrets to the extent protected under applicable law.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirement to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 7 only, "Receiving Party's Group" shall mean the Receiving Party's affiliates and its or their employees, officers, agents, independent contractors, service providers, attorneys, accountants, and financial advisors.

Term, Termination, and Survival.

This Agreement shall commence as of the Effective Date and shall continue thereafter for the membership term selected by Member at checkout, and thereafter shall renew or expire in accordance with the checkout terms applicable to Member's selected membership tier, unless sooner terminated pursuant to Section 8.2 or Section 8.3.

Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party:

Materially breaches this Agreement, and the Defaulting Party does not cure such breach within 14 days after receipt of written notice of such breach, or such material breach is incapable of cure. 

Becomes insolvent or admits its inability to pay its debts generally as they become due.

Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.

Is dissolved or liquidated or takes any corporate action for such purpose. 

Makes a general assignment for the benefit of creditors.

Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Notwithstanding anything to the contrary in Section 8.2(a), Company may suspend or terminate this Agreement or Member's access to any Membership Benefits before the expiration of the Term on written notice if Member fails to pay any amount when due hereunder: (a) and such failure continues for 5 days after Member's receipt of written notice of nonpayment; or (b) more than 1 time in any 3 month period. Company may also suspend or terminate Member's access immediately if Member violates event rules, safety rules, community guidelines, alcohol rules, law, or any conduct standard under this Agreement, or if Company reasonably determines Member's continued participation may create safety, legal, reputational, or operational risk.

The rights and obligations of the Parties set forth in this Section 8.4 and in Section 4 (Fees, Billing, Cancellation, and Refunds), Section 5 (Assumption of Risk, Disclaimers, Waivers, and Limitation of Liability), Section 6 (Intellectual Property; No Property Rights), Section 7 (Confidentiality), Section 9 (Limitation of Liability), Section 10 (Nondisparagement), Section 16 (Assignment), Section 18 (Relationship of the Parties), Section 19 (No Third-Party Beneficiaries), Section 20 (Choice of Law), Section 21 (Dispute Resolution; JAMS Arbitration), and Section 24 (Force Majeure), and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Limitation of Liability.

IN NO EVENT SHALL COMPANY BE LIABLE TO MEMBER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OPPORTUNITY, GOODWILL, EXPECTED BENEFITS, OR DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS LIMITATION SHALL NOT APPLY TO MEMBER'S OBLIGATIONS UNDER SECTIONS 5 (ASSUMPTION OF RISK AND INDEMNIFICATION), 6 (INTELLECTUAL PROPERTY), OR 7 (CONFIDENTIALITY) OF THIS AGREEMENT. 

THE FOREGOING LIMITATION SHALL NOT LIMIT MEMBER'S PAYMENT OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, OR LIABILITY FOR BREACH OF SECTIONS 6 (INTELLECTUAL PROPERTY) OR 7 (CONFIDENTIALITY). 

Mutual Nondisparagement. Each Party agrees that, during the term of this Agreement and for a three-year period after the termination or expiration of this Agreement, it will not knowingly make any false statement of fact about the other Party that is reasonably likely to harm the other Party's reputation. Member further agrees not to post or publish any non-public Confidential Information, misleading claims, or maliciously false statements about Company, any affiliated or associated entity, or their respective personnel, properties, events, or offerings. Nothing in this provision shall prohibit truthful statements required by law, good-faith reports to legal counsel or governmental or regulatory authorities, truthful testimony under oath or legal process, or truthful consumer reviews or ratings on public platforms.

Entire Agreement. This Agreement, including and together with any related checkout terms, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Member acknowledges that Member's use of the Company's website at myconmigo.com is also subject to the Terms of Use, Privacy Policy, and Cookie Policy posted on the website. In the event of any conflict between the terms of this Agreement and the website Terms of Use, Privacy Policy, or any other policy, this Agreement shall control with respect to membership benefits, payments, cancellations, refunds, and member obligations. Event-specific waivers, terms, or policies may supplement this Agreement with respect to particular events or experiences.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") must be in writing and addressed to the other Party at its address set forth below (or to such other address or email address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by certified or registered mail (return receipt requested, postage prepaid) or verified email. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 12.

Notice to Member:	The address provided by Member at checkout
Email: the email address provided by Member at checkout	Attention: Member
Notice to Company:	[Conmigo Collective LLC Address]
Email: legal@myconmigo.com	Attention: Conmigo Collective LLC

Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Amendments. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by each Party. 

Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Assignment. Member shall not assign, transfer, delegate, resell, or subcontract any of Member's rights or delegate any of Member's obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve Member of any of Member's obligations under this Agreement. Company may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Company's assets without Member's consent.

Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. 

Relationship of the Parties. The relationship between the Parties is solely that of Company and Member. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, co-ownership, employment, fiduciary, investor, borrower-lender, franchise, or other form of joint enterprise relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Nothing in this Agreement shall give Member the right to direct Company's operations, management, agricultural activities, plant cultivation, event operations, product development, or business decisions. Member acknowledges that Company's relationship, if any, with any affiliated or associated entity does not create any right or claim by Member against such entity except as expressly stated in this Agreement.

No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of New Mexico, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New Mexico.

Dispute Resolution; JAMS Arbitration. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiations for a period of at least thirty (30) days. If the Parties are unable to resolve the dispute through good-faith informal negotiations, the Parties will submit the dispute to confidential mediation administered by Judicial Arbitration and Mediation Services ("JAMS") in New Mexico before a single mediator. If the dispute remains unresolved after mediation, the dispute shall be finally resolved by binding individual arbitration administered by JAMS in New Mexico before a single arbitrator in accordance with the applicable JAMS Comprehensive Arbitration Rules and Procedures, except as modified by this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. CLASS ACTION WAIVER: MEMBER AND COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. MEMBER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. If for any reason a claim proceeds in court rather than arbitration, Member and Company each waive any right to a jury trial. Notwithstanding the foregoing, either Party may bring an individual action in small claims court for claims within the jurisdictional limits of such court. Company may seek temporary, preliminary, or emergency injunctive or equitable relief in any state or federal court located in New Mexico to protect Confidential Information, intellectual property, access controls, unauthorized access to the member dashboard or content, misuse of member-only content, safety-related interests, or account security, and the Parties consent to the exclusive jurisdiction of such courts for those limited purposes and for enforcement of any arbitration award.

Member Conduct; Event and Farm Access Limitations. Member acknowledges that all in-person access, including access to farms, fields, production areas, private property, event spaces, partner venues, transportation, tastings, and member gatherings, is limited, conditional, and subject to Company's rules, capacity limits, invitation requirements, age restrictions (including 21+ for all alcohol-related participation), licensing restrictions, weather conditions, agricultural conditions, safety protocols, landowner approval, vendor availability, and revocation at any time in Company's discretion. Member receives no guaranteed right to access any specific farm, field, row, plant, event, tasting, experience, or venue. Company may cancel, modify, postpone, substitute, or limit any event or access opportunity for safety, legal, agricultural, weather, landowner, vendor, or operational reasons without liability. Participation in any in-person event or experience may require execution of a separate waiver and release, age verification, and compliance with event-specific rules. Member shall not enter restricted areas, handle plants or equipment, remove any materials, bring unapproved guests, consume alcohol except as authorized, drive while impaired, harass or endanger others, or otherwise interfere with operations or safety. Company may remove Member from any event or property without refund if Member violates this Agreement or any applicable rule or instruction.

Electronic Acceptance. This Agreement may be accepted electronically through the Company's website checkout process, and such electronic acceptance shall have the same legal effect as a handwritten signature. Member's clicking "I Agree," checking an acceptance box, or completing the checkout process constitutes Member's binding acceptance of this Agreement. Records of electronic acceptance maintained by Company or its payment processor shall be sufficient evidence of Member's agreement.

Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Member to make payments to Company hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, transportation disruptions, venue closures, agricultural disruptions, crop failures, contamination events, or inability or delay in obtaining adequate services or supplies; and (i) other similar events beyond the reasonable control of the Impacted Party.  

The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 24, the other Party may thereafter terminate this Agreement upon 10 days' written notice. 

BY CLICKING "I AGREE," CHECKING THE ACCEPTANCE BOX, OR COMPLETING THE CHECKOUT PROCESS, MEMBER ACKNOWLEDGES THAT MEMBER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT. This Agreement is effective as of the Effective Date. Company's authorized representative has approved this Agreement for use at checkout.

	MEMBER
	By_____________________ Name:__________________ Title/Capacity: ___________
	COMPANY Conmigo Collective LLC
	By_____________________ Name: _________________ Title: Authorized Signatory

EXHIBITS

Exhibit A

Initial Membership Terms

Company will provide the membership benefits included in the membership tier selected by Member at checkout. Such benefits may include access to a private member community, digital communications or content, limited member perks, optional invitations to events, and, if offered by Company from time to time, limited opportunities relating to farm visits, educational experiences, tastings, planting day, founders’ day, or similar activities. All membership benefits are subject to availability, capacity, scheduling, seasonal and agricultural conditions, weather, venue restrictions, legal compliance, and Company's rules and operational needs. Membership is a community and experience membership only. It is not an investment, is not a deposit, is not crowdfunding, does not create any ownership interest or expectation of profit, and does not give Member any rights in Conmigo Collective LLC, any affiliated or associated entity, any agave plants or crops, any farm or real property, or any alcohol product or inventory. References to any farm, agricultural operation, cultivation entity, production, tastings, or related projects are descriptive of the brand experience only and do not create any ownership, plant rights, row rights, harvest rights, crop rights, or financial rights. The following membership tiers are currently expected, subject to modification by Company: Semilla ($500) - Physical welcome kit (contents determined by Company, which may include handmade glassware, leather coasters, agave plant/pot, seed packet, or agave book, subject to availability and substitution); Sponsor-a-Plant or symbolic plant recognition/tracking (symbolic and educational only, does not create plant ownership or crop rights); access to local tasting events, subject to applicable law, age verification, and availability. Joven ($2,000) - Sponsor-a-Row Recognition or symbolic row recognition/tracking (symbolic and educational only, does not create row ownership, crop rights, or harvest rights); tier-based perks and early access as determined by Company; access to book premium in-person experiences such as Planting Day, Founders Day, Harvest/Roasting events, subject to availability, separate registration, event terms, and waiver requirements; founder dinner invitations, subject to availability and separate terms. Maduro ($5,000-$10,000+) - Invite-only/request-only tier; includes Joven benefits plus highly exclusive or customized access as determined by Company in its discretion; any reference to Member names being displayed at a future tasting room, documentary, or similar recognition is aspirational only, subject to availability, feasibility, and Company's discretion, and is not guaranteed. Company may issue separate policies, event terms, safety waivers, alcohol rules, cancellation terms, or eligibility requirements for particular benefits or experiences, and Member agrees to comply with them. Member is solely responsible for personal conduct, transportation, compliance with age and alcohol laws, and determining whether participation in any event or experience is suitable for Member. Company may revoke access or remove Member from any event, property, or community space without refund for safety, compliance, misconduct, intoxication, harassment, confidentiality breaches, or other violations of this Agreement or Company rules.