Big Tent Ketamine Membership Terms of Service

BIG TENT KETAMINE, LLC

TERMS AND CONDITIONS OF MEMBERSHIP AGREEMENT

This Terms and Conditions of Membership Agreement, hereinafter referred to as “Agreement,” is entered into between Big Tent Ketamine, LLC (“Big Tent”), a California limited liability company, and the Member and is effective the day the Member first utilizes any of Big Tent’s services, including but not limited to its online community, discussion forums, educational events, and related Big Tent events and services (the “Membership Services”), and thereby automatically accepts the terms of this Agreement. Big Tent and Member may be referred to individually as “Party” and collectively as “Parties.”

Recitals

Whereas, Big Tent Ketamine consists of a community platform for licensed professionals and educational events for all things related to the therapeutic or intentional use of ketamine in the service of the mental and psycho-spiritual health of individuals, communities and planet. It is intended to be a safe space for all providers to discuss matters directly and indirectly related to this work.

Whereas, Member would like to join Big Tent as a Member of the organization to participate in the activities and services described herein and acknowledges and agrees to be bound by the terms and conditions listed herein;

Now, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do agree as follows:

Article I – Non-Equity and Non-Voting Membership

This Agreement forms a legally binding agreement between Member and Big Tent and governs the Member’s access and use of the Big Tent’s Membership Services. This Agreement covers the Big Tent’s provision of Membership Services to Members. By accessing or using any of the Membership Services, you agree to be bound and abide by this Agreement and any amendments thereto. Read this Agreement carefully before using any of the Membership Services, especially since this Agreement may affect your legal rights, such as requiring binding individual arbitration, and limit your right to bring a lawsuit.

Member is not being granted equity, ownership, voting rights, or any form of control of Big Tent in any manner. Member’s entire grant of privileges are outlined herein and consists exclusively of a dues paying membership to access Big Tent’s Membership Services and educational events consistent with the terms of this Agreement.

Article II – Terms and Conditions

By signing this Agreement, Member is agreeing to the following terms and conditions:

Membership is open to state licensed prescribers (irrespective of their core specialty), state licensed non-prescribing therapists, pharmacists, researchers, and others who work with ketamine. Members must be and remain actively licensed, or a post-graduate actively working towards licensure, to be eligible to be a Member. Big Tent reserves the right to request proof of state licensures at any time and to revoke the membership of those not in compliance. Big Tent may, at its sole discretion, offer membership to others whose qualifications fall outside these criteria.
The Big Tent community will have moderators. While Members may post directly, threads that violate community standards of decency and inclusivity will be flagged by moderators in their sole discretion, with a warning to the originator of the post. Multiple violations of community standards may result in removal from the community at the sole discretion of Big Tent without any recourse by Member.
Passionate discourse is encouraged, but personal attacks or ad hominem arguments and attacks are out of bounds.
Big Tent’s presumption is that people will practice within the bounds of their licenses, and it is in everyone’s best interest to provide assistance, guidance, and nurturance to all practitioners in the service of quality, compassionate care.
Big Tent encourages Members to ask questions, share ideas and inspiration, support one another, offer suggestions, and further the field of ketamine therapy in mental health and pain management.
As a Member, Member acknowledges and agrees to uphold the highest standards of professionalism and ethical conduct in their practice. Member is solely responsible for ensuring that Member’s use of the Big Tent Membership Services complies with all applicable laws, regulations, and professional guidelines related to ketamine-assisted therapy or treatment.
Member agrees not to share their membership credentials, including usernames and passwords, with any unauthorized individuals. Any unauthorized sharing of membership credentials may in the sole discretion of Big Tent result in suspending or terminating of the Member’s membership without a refund.
Member agrees not to share any confidential patient information or protected health information (PHI) on any Big Tent forum, and to be compliant with all relevant state and federal laws, such as the Health Information Portability and Accountability Act (HIPAA).
Member has permission to download one copy of the materials from the Big Tent community for personal, non-commercial use only. The content of Big Tent community correspondence should be considered confidential and may not be disclosed by Member to any third party, except as authorized by the author or as required by any applicable law or valid Court order.
The contents of the Big Tent community or educational events and materials are for educational purposes only and do NOT involve the provision of any form of medical, psychological, legal or healthcare advice or services. The material presented in the Big Tent forums are offered by other Members, and Big Tent has no control over the content or accuracy of such posts.
The content presented in any Big Tent training or educational seminars has been prepared in good faith with the goal of providing accurate and authoritative information regarding the subject matter covered; however Big Tent assumes no liability for Members’ use of such content in their professional practice.
It is the Member’s responsibility to determine if any additional qualifications and/or formal certifications are necessary to offer the services discussed in any Big Tent forum, training, or educational seminar in the contexts, facilities or locations chosen by Member to engage in such services.
Members and their agents should familiarize themselves with and abide by any applicable state, federal, or local laws implicated by engaging in the services discussed in the Big Tent community or any educational or training event. Big Tent specifically disclaims any implied warranties or merchantability or fitness for any particular purpose. There are no warranties which extend beyond the descriptions contained in this disclaimer. The accuracy and completeness of the information provided in any Big Tent community or educational materials and the opinions stated therein are not guarantees, nor warranties to or towards the production of any particular result, and the advice and strategies contained therein may not be suitable for every individual.
Member understands that no educational materials can possibly cover every conceivable factual scenario or variation on the needs of people engaged in the use of ketamine or those attempting to support them. Member indemnifies and hold harmless Big Tent and its respective agents, employees, or contractors from and against all claims, cost, liabilities, judgments, expenses or damages owed to third parties (including amounts paid in settlement and reasonable attorneys’ fees) arising out of or in connection with (i) the Big Tent Membership Services and community or educational materials; and (ii) any act or omission of Member which results in (A) any bodily injury, sickness, disease or death to any party including third parties; (B) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting therefrom to any party including third parties; or (C) any violation of any statute, ordinance, or regulation by Member.
Big Tent shall not be held liable for direct or indirect loss of profit, incidental, special nor consequential damages based upon the use of information provided in the Membership Services. In implementing or utilizing any part or portion of the information provided in the Big Tent email groups or educational materials, Member and their agents agree to do so at their own discretion and their own risk, and to not hold, nor attempt to hold Big Tent liable for any loss, liability, claim, demand, damage and all legal cost incurred by Member or any third party or other expenses arising whatsoever in connection with the use, misuse or inability to use the Big Tent’s educational materials. In no circumstances shall Big Tent’s total liability to Member, if any, exceed the total amount paid by Member under this Agreement.
Big Tent may revise these terms and conditions of this Agreement at any time without notice. Member agrees to be bound by the then current version of these terms and conditions.
Member agrees not to engage in, solicit, or facilitate any criminal or illegal act through the Big Tent community or Membership Services.
The contents of Big Tent’s community and website are the sole property of Big Tent, unless such content is owned by others. Big Tent’s intellectual property rights includes the content of the email group posts, graphics, logos, interface, layout, design, sounds, text, color scheme, blog posts, press releases, product names, product descriptions, ingredient lists, trademarks, software code, menus, and all other materials on its website or email group lists. Member is not entitled to use, in any way, any of the intellectual property of Big Tent for any reason without the written permission of Big Tent prior to such use. All contents of the Membership Services, including the Big Tent website, are Copyright 2024. All rights reserved.
This Agreement shall be construed in accordance with and governed by the laws of the State of California, without reference to their rules regarding conflicts of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
Any dispute, claim, interpretation, controversy, or issues of public policy arising out of relating to this Agreement, including the determination of the scope or applicability of this Section, will be determined exclusively by mandatory binding arbitration held in San Francisco, California, and will be governed exclusively by the California Arbitration Act, California Code of Civil Procedure, Title 9, §§ 1280-1294.4. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in San Francisco, California, with respect to this Section to compel arbitration, to confirm an arbitration award or order, or to handle court functions permitted under the California Arbitration Act. The Parties irrevocably waive defense of an inconvenient forum to the maintenance of any such action or other proceeding. The Parties may seek recognition and enforcement of any California state court judgment confirming an arbitration award. The Parties waive (i) any right of removal to the United States federal courts and (ii) any right in the United States federal courts to compel arbitration, to confirm any arbitration award or order, or to seek any aid or assistance of any kind. If a Party brings an action to enforce the provisions of this Agreement, the substantially prevailing Party will be entitled to recover its reasonable attorneys’ fees and expenses incurred in such action from the non-prevailing Party.

Article III – Fees

Members will be responsible for the payment of annual membership fees (“Fees”). Current Fees are outlined on the community platform and are subject to revision. The Fees shall be due in the month Member executes this Agreement, unless there is a trial period in which case fees are due prior to the end of such period.

Article IV – Termination

This Membership Agreement shall continue until terminated by either Party for any reason. Big Tent may terminate a membership for any reason listed herein, or for any reason in its own and sole discretion. If either party terminates this Agreement, there shall be no refund of any portion of the unused Fees for the active year. This Agreement will also terminate immediately upon the death of any Member, the failure of a Member to pay Fees due, the liquidation, dissolution or discontinuance of the Big Tent for any reason, or the filing of any petition for bankruptcy by either Party.

Article V – Third Party Services

Certain Membership Services may integrate, or be integrated into, or be provided in connection with third parties (“Third Party Services”). Big Tent does not control these Third Party Services. Big Tent makes no claim or representation regarding the Third Party Services and accepts no responsibility for the quality, content, nature, or reliability of Third Party Services.

Article VI – Miscellaneous

No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

Entire Agreement. This Agreement supersedes all prior discussions and agreements between the Parties and/or their Affiliates with respect to the subject matter hereof and contains the sole and entire agreement between the Parties and their Affiliates with respect to the subject matter hereof.

Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver will be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving the term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, will be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law, are cumulative and not alternative.

Succession and Assignment. This Agreement is binding upon and will inure to the benefit of the Parties and their successors and assigns. No Party may assign this Agreement or any of its rights, interests, or obligations hereunder.