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Terms and Refunds

Membership

Membership Agreement Overview

Introduction

WHEREAS, Woodard is in the business of providing membership services through education, coaching, resources, community, and consulting to accounting professionals, business advisors and CPA firms, and

WHEREAS, Member agrees to purchase from Woodard access to programs for the purposes of practice advancement and/or professional development.

1. Recitals and Definitions

1.1 Recitals

The above recitals and identification of the parties are true and correct.

1.2 Definitions

  • 1.2.1 Membership Benefits A. Subject to and conditioned on Member's payment of all fees and acceptance of and compliance with the terms of this Agreement, Woodard hereby grants Member a non-exclusive, non-transferable, limited license to access, use and view the intellectual property comprising the Membership Benefits which may include seminars, recorded programming, publications and program materials (i.e. Services Content) made available to Member through the Services provided by Woodard for the contracted number of Members at the Membership Levels referenced on any Amendment(s) to this Agreement, whichever are applicable and are incorporated herein by reference. Access to certain features and functionality of Membership Benefits may change from time to time and said changes will be at the sole discretion of Woodard.

    B. Except for the license granted in this Agreement, all rights, title, and interest in the intellectual property comprising the Membership Benefits as defined in this Agreement, in all languages, formats and media throughout the world, including all copyrights and trademarks, are and will continue to be the exclusive property of Woodard and/or its employees, agents or other contributors respectively.

    C. Woodard may provide Member (and its Associate Members or employees at other Membership Levels) a unique username and password for registered user to access Membership Benefits or to enroll in the Membership Benefits. The username and password are unique to each registered Member and should be treated with the same care as the Member's confidential business information. If Member knows of or suspects that a registered Member’s username and/or password information has been compromised, it should promptly report any suspected or known breach to Woodard immediately. By purchasing a Membership, Member (and its Associate Members or employees at other Membership Levels) consent to receive email communications and notices from Woodard. All emails include the right to opt-out of future email communications.

  • 1.2.2 Member - A person or entity that has subscribed to, and timely pays applicable Membership Fees for, the selected level of Membership Benefits as set forth in this Agreement and/or any exhibits or other agreements that modify and/or are governed by this Agreement.

  • 1.2.3 Membership Term - each annual cycle for which this Member is committed to paying Membership Fees to Woodard for Membership Benefits.

  • 1.2.4 Membership Fees - the monthly, annual, or other incremental sums due by Member for Membership Benefits provided to the Member for the Member’s selected Membership Level.

  • 1.2.5 Membership Levels - There are five Membership Levels which are as follows and whose benefits and costs are set forth per this Agreement:

    a. Community

    b. Select

    c. Advantage

    d. Premium

    e. Associate

    A Member’s Membership Level is determined by the Member’s selection and receipt of the payments due related to such Membership Level.

  • 1.2.6 Membership - the interest in a Membership Level entitling Member to Membership Benefits attributable to the Member’s Membership Level.

  • 1.2.7 Participant - The individual who receives the Membership Benefits. The Participant can be Member (if Member is a person) or can be an employee of Member to whom Member designates to receive Membership Benefits (if member is an entity).

2. Delivery of Member Benefits

Woodard agrees to provide Membership Benefits as defined below and, if applicable, per any exhibits, included in this Agreement.

3. Payment to Woodard

3.1. Member agrees to pay Woodard based on the terms listed in the exhibits or any other agreements attached to this Agreement.

3.2. Member acknowledges that this Agreement, along with the included exhibits, constitutes an Authorization of Payment; so long as the transactions correspond to the terms indicated in this Agreement and/or any agreements or exhibits attached to or governed by this Agreement.

3.3. Forms of Payment - A Member may pay Woodard for its Membership Level and Membership Benefits in one of two forms:

a. ACH Payments - Member authorizes Woodard to process ACH payments per the exhibit(s) or agreements included and/or governed by this Agreement, subject to Member’s election; or

b. Credit Card Payments - Member authorizes Woodard to process credit card payments per the exhibit(s) or agreements included and/or governed by this Agreement, subject to Member’s election.

4. THE SERVICES PROVIDED BY WOODARD OR ON ITS BEHALF THROUGH THIS AGREEMENT (“SERVICES”) AND THE MATERIALS, CONTENT AND ADVICE PROVIDED BY OR THROUGH WOODARD OR ON ITS BEHALF BY OTHERS (INCLUDING THROUGH ONE OR MORE MEMBERSHIPS) ("SERVICES CONTENT") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. WOODARD MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR SERVICES CONTENT. WOODARD DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THE SERVICES NOR ANY SERVICES CONTENT CONSTITUTE ACCOUNTING OR LEGAL ADVICE. THE SERVICES AND SERVICES CONTENT ARE NOT A SUBSTITUTE FOR ACCOUNTANTS’, LAWYERS’, OR ORGANIZATIONS’ INDEPENDENT PROFESSIONAL JUDGEMENT.

5. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WOODARD BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH MEMBER’S USE OF, OR INABILITY TO USE, THE SERVICES AND/OR THE SERVICES CONTENT, OR ANY LINKED SITE (I.E. WEBSITE, OR DIGITAL OR ANALOGUE MEDIUM OF DISTRIBUTION OF SERVICES CONTENT), INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS OR LOST PROFITS), WHETHER OR NOT THERE IS NEGLIGENCE BY WOODARD OR WHETHER OR NOT WOODARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. TO THE FULLEST EXTENT PERMITTED BY LAW, IF MEMBER (OR ITS ASSOCIATE MEMBER(S)) HAS A CLAIM AGAINST WOOODARD WHICH ARISES OUT OF OR IS OTHERWISE RELATED TO MEMBER AND/OR MEMBER’S MEMBERSHIP BENEFITS (OR ITS ASSOCIATE MEMBER(S)) USE OF THE SERVICES, THEN IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WOOODARD TO THE MEMBER OR MEMBER’S  (OR ITS ASSOCIATE MEMBER(S)) BE MORE THAN THE GREATER OF: (A) THE AMOUNT MEMBER HAS ACTUALLY PAID WOOODARD IN THE PRECEDING TWELVE MONTHS FOR SERVICES AND SERVICES CONTENT OR (B) $100, WHICHEVER IS GREATER

7. Term of Agreement
If you are enrolling as a new member, this Agreement will become effective when signed by Member. If you are a renewing member (signing this with a commitment to renew your Membership), this Agreement is effective as of the date signed by Member, but your Membership Term (per this Agreement) will begin on the first day following the end of your current Membership Term. This Membership Agreement will terminate one year after the completion of the most recent Membership Term that is governed by this Agreement.

8. General Terms of Membership

8.1.        The Membership is exclusive to the Member named in this Agreement and or any exhibits to this Agreement.

8.2.        The Membership is not transferable. However, Member may change the Participant who receives Membership Benefits if the Participant’s employment with Member is terminated. If Member is eligible for a change of Participant, the Membership Benefits may be transferred to another W-2 employee (i.e. Participant) within Member’s company/LLC/partnership with a $150 administration fee for each transfer, and the new employee will be committed to a period no shorter than the remainder of the Membership Term per this Agreement, or any exhibits or agreements attached to or governed by this Agreement.

8.3.        Membership Benefits have no cash value. Unused Membership Benefits cannot be refunded.

8.4.        Memberships may not be suspended or extended unless Woodard agrees, at Woodard’s sole discretion, in a written amendment to this Agreement, signed by the Parties, which amendment shall become a part of, and will be governed by, this Agreement.

8.5.        The Membership automatically renews per this Agreement unless Member notifies Woodard of Member’s intent to cancel, per this Agreement.

8.6.        If Member has paid monies to Woodard for programs that are included or discounted as part of the Membership Benefits and if Member is, as a result, eligible for a credit from Woodard, Woodard will provide this credit to Member and will apply the credit to Member’s Membership Fees. If Member is paying monthly Woodard will select the specific month(s) within the Membership Term to which this credit applies at Woodard’s sole discretion.

9. Associate Memberships. Note: Statement 9 (this statement) is applicable only if Member’s Membership Level, per this Agreement, is Advantage or Premium.

9.1.        Member may, as an agreement separate from this Agreement, subscribe to one or more Memberships at the Associate Membership Level, and assign an employee to each Membership as the Participant(s) who will receive the Membership Benefits of the Associate Level. Member may enroll in one or more Memberships at the Associate Membership Level under the following conditions:

9.1.1.      Member is enrolled in a Woodard Membership at the Advantage or Premium Membership level. If member is enrolled at the Advantage Membership Level, Member must be paying the full, non-discounted, Membership Fee associated with the Advantage Membership Level. Should Member’s Membership Term at the Advantage or Premium Level end before the Membership Term of the Associate Membership Level ends, Member’s Associate Membership continue at the current Associate rate paid by Member for the remainder of the Membership Term for Member’s Associate Membership. However, Member may not renew Associate Memberships for additional terms unless Member qualifies to do so by upgrading Member's Membership to the non-discounted Advantage Membership Level or the Premium Membership Level.

9.1.2.      Participants who receive the Membership Benefits of Member’s Associate Membership Level shall be W-2 employees of Member’s company/LLC/partnership.

9.1.3.      Associate Memberships have 12-month renewing contracts independent of Member’s Membership Term and are detailed and executed in a separate written agreement.

10. Any statements made by Woodard’s instructors, coaches, agents, affiliates, or employees or in any Services Content are intended to be educational and informative only, and do not constitute specific management directives by Woodard. Neither Woodard nor any of its agents, affiliates or employees authorizes, directs, makes, or prescribes any specific management decisions or activities within Member’s business or, by extension of Member’s advice, any specific management decisions, or activities by the clients of Member. The Parties acknowledge that they are separate and distinct entities and that neither has any control over the other nor does either have authority to act for the other. Further, the Parties hereto agree that Member’s clients are not intended third party beneficiaries to

11. Termination of Agreement

11.1.     Member shall not terminate the Membership prior to the end of the Membership Term.

11.2.     Woodard may terminate the Member’s Membership, at Woodard’s sole discretion. If Woodard terminates Member’s Membership, Woodard will cease to process monthly charges for Member’s Membership as of the date of termination or, if Member is paying annually will provide Member with a pro-rated credit commensurate with the number of days remaining in Member’s Membership Term. Termination shall also result in termination of any discounts attributed to Member’s Membership Level, including, but not necessarily limited to the annual Woodard Summit event and/or the annual Scaling New Heights® conference.

11.3.     If Woodard terminates Member’s Membership, Woodard may charge a prorated amount to cover Member’s participation in programs that were discounted as part of Member’s Membership Benefits. These offerings include but are not necessarily limited to the annual Scaling New Heights conference and/or the annual Woodard Summit event.  

12. Code of Conduct
All Woodard Members are required to observe proper ethics, values, and integrity in dealings with other Members and with Woodard’s employees, agents, affiliates, and assigns. Woodard, at its sole discretion, will determine the standards of ethics, values and integrity Woodard expects of its Members, and Woodard reserves the right to terminate Member’s Membership at Woodard’s sole discretion should member not maintain these standards.  

13. GENERAL POLICIES

13.1.1.   Public Policy, Compliance and Laws: Members and Participants shall obey all federal, state, and local laws in their personal lives and in meeting their responsibilities as Members  which includes adherence to laws and public policy prohibiting harassment or discrimination against individuals based on race, color, religion, sex (including pregnancy), sexual orientation, national origin, age, disability, physical appearance, genetic information, or other traits protected by federal, state, or local laws. 

13.1.2.   Intellectual Property: Woodard respects the intellectual property rights of others. Posting content on any website, social media, software platform, Network forum, and/or shared files that violates another party’s intellectual property rights is prohibited.  

13.1.3.   Personal Behavior: Members and Participants are always expected to treat each other with respect and dignity, tell the truth, without quibbling or making evasive statements, and make decisions and act with the highest standards of honesty and ethics. This standard of behavior means Members and Participants must listen to each other, respect each other’s ideas, and respect and honor the diversity of opinions.  When all Members meet this standard of behavior, the result will be an appropriate business atmosphere. If, at any time, Member or Participant contends that another member is disruptive to the group, does not have the credentials that fit with Woodard’s philosophy or is any way suspicious, Member and/or Participant has an obligation to notify Woodard.  

13.1.4.   Restrictions from “Selling”: When engaging in Membership Benefits, as well as conferences produced by Woodard (that may or may not be discounted as part of Membership Benefits), it is common for networking and business opportunities to be presented.

13.1.4.1.    Member and/or Participant should use discretion as to the appropriateness of networking in various Woodard activities. Networking is encouraged at on-site events such as Scaling New Heights and Woodard Summit but is discouraged in educational and coaching environments such as course classrooms, and roundtables.

13.1.4.2.    Member and/or Participant may choose to retain the services of other members or their contacts. It is expected that every member will network and promote individual services only to the extent that the “selling” is in the form of educating others about the products and services you offer. 

13.1.4.3.    Member and/or Participant may use online forums hosted by Woodard to market or sell programs or services offered by Member, provided those programs or services are performed by Member directly and are determined, at Woodard’s sole discretion, to be related to and/or applicable to the accounting and/or bookkeeping professions. Also, posts marketing or selling Member's programs or services must be posted within designated areas of Woodard’s online forums. Woodard prohibits using Member Benefits to market or sell programs that, like Woodard Membership, are designed for accounting professionals and/or bookkeeping practices to advance their practices and/or for professional development of professional accountants and/or professional bookkeepers. 

13.1.5.   Safety: All Members and/or Participants should take ownership over their personal safety and should never put themselves or others in danger. We expect all Members and/or Participants to be mindful of local laws when engaging in onsite events and using any online meeting systems.

14. Woodard’s Services Content/Materials

14.1.     Woodard owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement (“Woodard’s Materials” or “Services Content”). Woodard may, at its option, include Woodard’s Materials in the Membership Benefits provided under this Agreement, and Member shall not take any ownership or other rights in such materials other than a limited license to use the Services Content in accordance with this Agreement.

15. Confidentiality

15.1.     Confidential Information

15.1.1.   Except as otherwise indicated below, Woodard’s Confidential Information shall mean the following:

15.1.1.1.    Woodard’s Financial information including, but not limited to, financial statements, projections and data;

15.1.1.2.    Woodard’s Services and Services Content, including but not limited to, types of and/or quantities of components, new product development technology, services offered, prices, tariffs, processes, methods, trade secrets, manufacturing, software code, software developing or business techniques or know-how, and secret procedures; and

15.1.1.3.    Woodard’s pricing, service model, Service Content, sales, marketing and customer information, including, but not limited to, sales projections, business procedures, the identity and lists of customers and suppliers, other Member (or Participant) information, methods of marketing and promotion, advertising and marketing plans and proposals, operations, forms, diagrams, charts, work product, agreements with any suppliers or customers, or improvements in any of the foregoing, except with the prior written consent of the other party to this Agreement, unless and until that Confidential Information enters the public domain other than through any action or inaction by either party. Confidential Information shall for purposes of this Agreement be considered to be confidential if not known by the trade generally, even though the information may have been disclosed to one or more third parties pursuant to specific agreements entered into by either Party and any other third parties.

15.1.2.      Confidential Information shall not include information:

15.1.2.1.    That was known to Member prior to its disclosure to it, him or her by Woodard or any of its subsidiaries, parent, Affiliates, or others with whom Woodard does business (as the case may be), as evidenced by Member's own written records created before receipt of the information from Woodard or any of its subsidiaries, parent, Affiliates, or others with whom Woodard does business;

15.1.2.2.    Which was disclosed to Member in good faith by a third party who had the right to make such a disclosure, other than a current or former agent or representative of the Woodard authorized to disclose such information or Woodard’s Affiliates authorized to disclose such information without restriction and without breach of this Agreement or any other agreement;

15.1.2.3.    Which is independently developed by recipient as evidenced by its written records; or

15.1.2.4.    Which is disclosed pursuant to a valid order of a court or regulatory agency or other governmental body or any political subdivision thereof, provided, however, that recipient shall first have given notice to Woodard and/or Woodard’s Affiliates and made a reasonable effort to obtain a protective order requiring that the Confidential Information be used only for the purposes for which the order was issued.

15.1.2.5.    Was approved for disclosure by written agreement of Woodard.

15.1.2.6.    The term of this Agreement and the recipient’s obligations hereunder commence upon Member’s or Member’s assigned Participant’s initial possession, knowledge or acquisition of Woodard’s Trade Secrets or Confidential Information and extend until such time as the Trade Secrets no longer qualify as such under the Georgia Trade Secrets Act and/or the Confidential Information is not kept in such a manner as to maintain its legal status as such. With regard to any Trade Secret and/or Confidential Information that ceases to maintain such legal status respectively, then upon the loss of such designation, Member shall not disclose such information to any third party for a period of two (2) years from the date that such information ceases to be either protected Trade Secrets or Confidential Information.  

16.   Warranty Disclaimers

16.1.     Member agrees that it has no right of setoff for any payment due, even if there is an existing dispute between the Parties as to Membership Benefits or Services Content. Member further acknowledges and agrees that all disputes shall be resolved in accordance with the dispute resolution procedures otherwise set forth elsewhere in this Agreement.

16.2.     WOODARD DOES NOT MAKE ANY WARRANTY, GUARANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE MEMBERSHIP BENEFITS RENDERED BY ITS PERSONNEL OR INDEPENDENT CONTRACTORS OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

16.3.     FURTHER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, WOODARD MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS, OR CAPABILITIES OF WOODARD’S WEBSITES, OPERATIONAL COMPUTER SYSTEMS OR OTHER DELIVERY METHODS OF SERVICES AND SERVICES CONTENT, MEMBER’S COMPUTER SYSTEM, OR ANY SERVICES, SERVICES CONTENT, GOODS, OR PERSONNEL RESOURCES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

17.  Limitation on Woodard’s Liability to Member

17.1.   TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WOODARD, ITS EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, PRESENTERS, CONTENT PROVIDERS OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, SERVICES CONTENT, YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY WEBSITE CONTENT, CONTRIBUTIONS, OR OTHER CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION).

17.2.     Woodard’s total liability under this Agreement for damages, costs, and expenses, regardless of cause, shall not exceed the total amount of fees paid to Woodard by Member under this Agreement.

17.3.     Member shall indemnify and hold harmless Woodard from and against all claims, losses, expenses, liabilities, costs, actions, causes of action or the like, including reasonable attorney fees and court costs, arising from or in connection with the Member’s use or application of Woodard's Membership Benefits and/or Services Content in Member’s business or any action or cause of action regarding violation of a third party’s intellectual property rights, unless said violation was a direct violation by Woodard. Woodard shall promptly notify Member in writing of such claim or suit and Member shall have the right to control the defense of any settlement of the claim or suit, but only with the written consent of Woodard, and said consent will not be unreasonably withheld.

18.  Taxes

The charges included in this Agreement do not include taxes. If Woodard is required to pay any federal, state, or local sales, use, property, or value added taxes based on the sale of a Membership and associated Membership Benefits under this Agreement, the taxes shall be separately itemized in Woodard’s monthly charges to Member.

19.  Dispute Resolution

19.1.     If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with a meeting involving at least one officer or owner from each party, with or without the presence of legal counsel at the sole discretion of each party.

19.2.     If the initial dispute resolution meeting proves impossible to arrive at a mutually satisfactory solution through the terms specified in this Agreement, the parties shall then file for mediation and mediate the dispute. The mediation shall take place within a 50-mile radius of the southernmost point of Woodard’s place of business. Member and Woodard agree to evenly share the cost of any mediator; however, each party shall be responsible for his/her/its own attorney’s fees and/or other professional representation and expenses.

19.3.     If it proves impossible to arrive at a mutually satisfactory solution through mediation as defined in this Agreement, Parties shall submit the dispute to binding arbitration in Cherokee County, Georgia. If the parties hereto cannot agree upon an arbitrator within seven days of a request to conduct arbitration by the other party hereto, then the matter shall be arbitrated through the American Arbitration Association, Commercial Arbitration Rules, and a judgment on the arbitration award may be entered in any court of competent jurisdiction as a judgment of the Court. This provision shall not preclude Woodard from using the courts to file for any injunctive or equitable relief against Member.

19.4.     In the event of any lawsuit, the parties agree to personal jurisdiction and venue in the Courts of Cherokee County, Georgia, USA. Also, to the extent that any award of an arbitrator is to be recorded as a judgment of the Court, then the parties agree to personal jurisdiction and venue in the Courts of Cherokee County, Georgia, USA and agree the judgment shall be recorded initially in such County Courts.

20.  Attorney Fees

Attorney Fees: If any litigation, or arbitration is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses.

21.  Hiring of Woodard's Personnel

21.1.     Additional Value from Hiring. Member acknowledges that Woodard provides valuable Membership Benefits by identifying and assigning personnel or independent contractors to the benefit of Member. Member further acknowledges that Member would receive substantial additional value, and Woodard would be deprived of the benefits of its work force and independent contractor relationships/contracts, if Member directly or indirectly hires Woodard's personnel and/or independent contractors after they have been introduced to Member by Woodard. Member is a stranger to the contract of employment between Woodard and its employees and/or Woodard’s contracts with its independent contractors.

21.2.     No Hiring Without Prior Consent. Without the prior written consent of Woodard, Member shall not recruit or hire, during any Membership Term and for one year after the  termination of Member’s Membership with Woodard of the most recent Membership Term under this Agreement, or any exhibit or amendment executed in accordance with this Agreement, any personnel of Woodard or Woodard’s independent contractors who are or have been assigned to perform work pursuant to this Agreement or any exhibit or amendment executed in accordance with this Agreement or prepared/authored and/or presented any Membership Benefits and/or Services Content such that Member had access to the same, used the same or was exposed to the same.  

21.3.     Hiring Fee. In the event that Member hires any employee or independent contractor referenced in paragraph 21.2 above during any Membership Term or within one year of termination of the Member’s most recent Membership Term, then Member shall pay Woodard an amount equal to one year’s salary or compensation for which Woodard last paid the Employee or the equivalent annual compensation for any such independent contractor as if such independent contractor were an employee of Woodard as a fee for the additional benefit obtained by Member and breach of this Section 21.

22.  General Provisions

22.1.     Sole Agreement: This Agreement and its exhibits and/or written amendments shall constitute the entire Agreement between Woodard and Member and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Membership Benefits and Services Content to be provided by Woodard.

22.2.     Severability: If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court may modify such covenant or provision as long as the modification does not render the covenant more restrictive as to the Member than as originally drafted by the parties hereto. Additionally, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

22.3.     Applicable law: This Agreement will be governed by the laws of the State of Georgia.

22.4.     Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:

22.4.1.   When delivered personally to the recipient’s address as appearing in the introductory paragraph to this Agreement; or

22.4.2.   Three days after being deposited in the United States mail, postage prepaid to the recipient’s address as appearing in the introductory paragraph to this Agreement, or

22.4.3.   When sent by email or other digital transfer to the last contact location of the recipient known to the party giving notice. Notice is effective upon receipt provided by the recipient as either a phone or digitally delivered confirmation, or

22.4.4.   When sent via statutory overnight mail as defined by law, signature required (indirect signature is acceptable if Member is a corporation, limited liability company or partnership or other form of, or like, entity).

22.5.     No partnership: This Agreement does not create a partnership relationship; Woodard does not have authority to enter contracts on Member’s behalf and vice versa.

22.6.     Assignment: This Agreement is freely assignable by Woodard to its subsidiaries, successors, or assigns.

22.7.     Judicial Interpretation: Should any provision of this Agreement require judicial interpretation, it is agreed that the court in interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of law of construction that a document is to be construed more strictly against the party who prepared or had its agent prepare the agreement, it being agreed that all parties, directly and/or through their agents, have participated in preparation hereof and/or had adequate time to have it reviewed by an attorney of their choice.

22.8.     No Waiver: No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

22.9.     Indemnification: Member agrees to indemnify and hold harmless Woodard, its officers, directors, employees, representatives, agents and independent contractors from and against any loss, cost, or expense resulting from Woodard, its officers, directors, employees, representatives, agents and/or independent contractors being subpoenaed or receiving any other legal document or service of process requiring a response or attendance at any legal, arbitration, mediation, deposition or other proceeding or meeting resulting from any dispute between Member and its owners, officers, directors, employees, representatives, agents or independent contractors, or any dispute between Member and any third party, or any dispute between the owners of Member. Specifically, in the event that Woodard, its officers, directors, employees, representatives, agents and/or independent contractors are subpoenaed, summoned or served with paperwork or legal process requiring testimony, cooperation or involvement of Woodard, its officers, directors, employees, representatives, agents and/or independent contractors, then Member shall pay all out of pocket expenses (i.e. travel, lodging, administrative, copies, etc.) and all legal fees incurred by Woodard, its officers, directors, employees, representatives, agents and/or independent contractors to handle any such matter, and Member shall pay Woodard the hourly rate of $150 per hour for all time spent by Woodard, its officers, directors, employees, representatives, agents and/or independent contractors in responding to any paper or electronic documents served upon them, testifying at or attending any legal proceeding or meeting, or for their involvement in addressing any subpoena, summons, other document or legal process requiring the testimony, cooperation or involvement of Woodard, its officers, directors, employees, representatives, agents and/or independent contractors.

23.  EXCEPT AS PROHIBITED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM MEMBER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MEMBERHIP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

24.  Force Majeure. Woodard’s performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war, terrorism or other hostility, civil disorder, pandemics, cyber security attack, the elements, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.

25.  Non-Disparagement. During the term of this Agreement and thereafter, Parties agree not to make, publish, repeat or distribute or cause or assist any other person to make, publish, repeat or distribute any derogatory, negative or disparaging public statement, or a statement likely to become public, about the other party, its officers, managers, employees, independent contractors, or affiliates, or to make any public statement (or any statement that may become public) that could reasonably be expected to adversely affect or disparage the reputation, or, to the extent applicable, the business or goodwill of the other party. Notwithstanding the foregoing, the parties agree that nothing herein shall require a party to make any untruthful statement or to violate any law, nor shall this provision prohibit a party from responding truthfully to any legal process, governmental investigation or inquiry related thereto.”

Membership Level and Payment Cycle

Member engages in a Membership with Woodard at the Membership Level and price stated on the form that is attached to this Agreement. Woodard retains the right to change the price of any or all Membership Levels at Woodard’s sole discretion. Should any price change apply to Member’s contracted Membership Level, Member will be subject to the adjusted price beginning with the next Membership Term.

THIS MEMBERSHIP WILL AUTOMATICALLY RENEW AT THE END OF EACH MEMBERSHIP TERM FOR AN ADDITIONAL ANNUAL MEMBERSHIP TERM AT THE CONTRACTED LEVEL AND PAYMENT CYCLE UNLESS MEMBER NOTIFIES WOODARD OF MEMBER’S INTENT TO CANCEL OR MODIFY THE MEMBERSHIP AND DOES SO IN COMPLIANCE WITH THE CANCELLATION AND TERMINATION CLAUSES IN THIS AGREEMENT.

Membership Benefits

Membership Benefits at the time of this Agreement are as follows:

Community Level
·       Access to Member-Exclusive Roundtables

·       Access to an On-Demand Library of Online Training Resources

·       Access to Woodard’s Member-Exclusive Online Community

·       Discount of 100% on the Annual Scaling New Heights® Conference

Select Level
·       Access to Member-Exclusive Roundtables

·       Access to an On-Demand Library of Online Training Resources

·       Access to Woodard’s Member-Exclusive Online Community

·       Discount of 100% on the Annual Scaling New Heights® Conference at the Plus registration level

·       Access to Member-Exclusive Coach-Facilitated Courses

·       Discount of 25% for Member to Attend the Annual Woodard Summit Event

Advantage Level
·       Access to Member-Exclusive Roundtables

·       Access to an On-Demand Library of Online Training Resources

·       Access to Woodard’s Member-Exclusive Online Community

·       Discount of 100% on the Annual Scaling New Heights® Conference at the Plus registration level

·       Access to Member-Exclusive Coach-Facilitated Courses

·       Discount of 50% for Member to Attend the Annual Woodard Summit Event

·       Access to Coach-Facilitated Execution Workshops

·       Access to Group Coaching Sessions

·       Ability to Add Associate Memberships at $145/Member per Month or $1,566/Member per Year

Premium Level
·       Access to Member-Exclusive Roundtables

·       Access to an On-Demand Library of Online Training Resources

·       Access to Woodard’s Member-Exclusive Online Community

·       Discount of 100% on the Annual Scaling New Heights® Conference at the Plus registration level

·       Access to Member-Exclusive Coach-Facilitated Courses

·       Discount of 100% for Member to Attend the Annual Woodard Summit Event

·       Access to Coach-Facilitated Execution Workshops

·       Access to Group Coaching Sessions

·       Personal Coaching Sessions

·       One Included Associate Member with the Ability to Add Associate Memberships at $145/Member per month or $1,566/Member per year

Associate Level
·       Access to Member-Exclusive Roundtables

·       Access to an On-Demand Library of Online Training Resources

·       Access to Woodard’s Member-Exclusive Online Community

·       Discount of 25% on the Annual Scaling New Heights® Conference

·       Access to Member-Exclusive Coach-Facilitated Courses

·       Qualification to Attend the annual Woodard Summit Event

About Membership Benefits
·       Associate Memberships are available only to Woodard Members who are at the Advantage or Premium Membership levels, per statement 9 above.             

·       The included discount(s) and/or registration for the annual Scaling New Heights conference is an option to be exercised by Member on behalf of Participant. The registration for this event is available only to the Participant listed in the Participant section of the Membership Agreement. To exercise this option, Participant must register for each annual Scaling New Heights conference prior to the end of each 12-month Membership Term. This Membership Benefit carries no cash value, and should Member choose not to exercise this option on behalf of Participant, Member shall not be entitled to any credits or cash refunds.

·       The included discount(s) and/or registration for the annual Woodard Summit event is an option to be exercised by Member and is non-transferrable. The registration for this event is available only to the Participant listed in the Participant in the Membership Agreement. To exercise this option, Member must register Participant for each Woodard Summit event prior to the end of each 12-month Membership Term. Additionally, each Summit attendee must also be a Participant named in a Membership that is active as of the date of each annual Woodard Summit. This Membership Benefit carries no cash value, and should Member choose not to exercise this option, Member shall not be entitled to any credits or cash refunds.

·       Members at the Premium Membership Level receive no fewer than two and no more than four coaching sessions per calendar month. Special circumstances may apply where Woodard and/or Member are unable to participate in one or more coaching sessions in any given calendar month. If Woodard does not provide Member with the minimum coaching sessions in any given calendar month as stated in this Agreement, Member and Woodard will work together in a good faith effort to reschedule the missed coaching sessions in subsequent months, as needed.  If any “make-up” sessions are required, Member agrees that there shall be no more than 1 coaching session in any calendar week and Woodard is only required to provide these make-up sessions during Member’s Membership Term while Member is an active subscriber at the Premium Membership Level.

Note: Woodard may modify the specific Membership Benefits of specific Membership Levels at its sole discretion at any time. Should Woodard modify the Membership benefits in a way that impacts Member, Woodard will notify Member. This notification by Woodard to Member serves, effectively, as an amendment to the Membership Benefits stated in this Agreement.

Membership Upgrade Option
Member has the option to upgrade to a higher level of Membership at any time during each annual Membership Term. Member must notify Woodard to exercise this option. Should Member exercise this option:

·       Member’s existing term for the existing Membership Level will be terminated as of the date of the upgrade.

·       Member shall subscribe at the new Membership Level for a period of one year (12-months) from the date of the upgrade and shall pay the fees associated with the new Membership Level.

·       Woodard will provide the benefits associated with Member’s new, higher Membership Level as detailed in this Agreement or any written amendment to this Agreement.

·       If Member chooses to do so, Member may, at the time of the upgrade, change the Participant who receives Membership Benefits.

Membership Downgrade Option
Member has the option to downgrade to a lower Membership Level the end of each 12-month Membership Term. Member must notify Woodard within fourteen days of the end of the current Membership Term to exercise this option. Should Member exercise this option:

·       Member will renew the enrollment in Woodard Membership at the new Membership Level for a period of one year (12-months). This 12-month period will begin one day after the last day of Member’s current Membership Term.

·       Woodard will provide the Membership Benefits associated with Member’s new Membership Level as detailed in this Agreement.

 

Scaling New Heights

 
Scaling New Heights 

Some sessions at Scaling New Heights prepare you to take product certification exams, but attendance at these sessions without passing the respective exam does not provide you with a certification status. Attending the session does not guarantee you will pass the certification exam.

Religious and Necessary Dietary Requirements:

Woodard Events, LLC will make every reasonable effort to provide access to food that meets your medical and religious needs. Ultimately, however, access to food that meets specific health and religious needs/preferences is the responsibility of each individual attendee. If the food and beverage we provide at the conference is not suitable for you, we encourage you to explore the many dining opportunities in the local area. Food delivery apps like Grub Hub and Uber Eats may make these local options more workable for you with your busy conference schedule.

Cancellation and Refund Policies:

From 6/19/24 to 2/28/25 the registration is transferrable to another accountant or bookkeeper with the administrative fee waived.

A Scaling New Heights registration is refundable, less a nominal $50 administration fee until 2/28/25.

From 3/1/25- 5/31/25, the registration may be transferred to another accountant or bookkeeper with an administrative fee of $100.

The registration is transferable inside the original purchaser's organization until 6/01/25 with the administrative fee waived.

After 6/01/25, the registration may be transferred within your firm for an administrative fee of $100.

If you would like to transfer your registration to another attendee, send an email request to info@woodard.com.

Woodard Summit

 
Woodard Summit Cancellation and Refund Policies:

You must be an active member at the associate - Premium level to attend.

Woodard Summit registration is refundable, less a nominal $100 administration fee until 9/30/25. The member's discount credit will be issued back to be used for Summit 2026.

From 10/01/25 - 10/16/2025, a Woodard Summit registration is refundable, less a nominal $400 administration fee. The member's discount credit will be issued back to be used for Summit 2026.

If you register for the event and don't notify us of cancellation by 10/16/25, you will forfeit all payments.

CPE

Complaint Resolution – Earned CPE:

Complaints related to CPE credits issued by Woodard Events, LLC may be sent to our support team at 404-857-0700 or by email to info@woodard.com. 

For more information regarding administrative policies such as complaints and refunds, please contact our support team at 404-857-0700 or by email at info@woodard.com.

Woodard Events, LLC is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417. Website: www.nasba.org.