ERGs.io VENDOR MEMBERSHIP AGREEMENT

This Vendor Membership Agreement (“Agreement”) is entered into by and between ERG Movement LLC, doing business as ERGs.io (“ERGs.io,” “Company,” “we,” “us,” or “our”), and the approved vendor member identified during the application and payment process (“Vendor,” “you,” or “your”).

By submitting payment, completing onboarding, accessing the platform, or otherwise participating as a Vendor Member, Vendor acknowledges that Vendor has read, understood, and agrees to be legally bound by the terms of this Agreement.

1. PURPOSE OF MEMBERSHIP

ERGs.io operates a digital vendor visibility and discovery platform designed to increase awareness of approved vendors among Employee Resource Group leaders, Employee Resource Group Program Managers, and related workplace community decision-makers.

Vendor Membership provides Vendor with access to certain visibility, listing, educational, promotional, and ecosystem participation opportunities as determined by ERGs.io.

Vendor acknowledges and agrees that Vendor Membership constitutes participation in a digital marketplace visibility platform and does not constitute a lead generation agency, booking guarantee service, sales representation arrangement, or procurement commitment.

2. MEMBERSHIP BENEFITS

During the active membership term, Vendor may receive access to some or all of the following, depending on current platform offerings:

  • Vendor profile listing on ERGs.io;

  • Category and keyword discoverability within the platform;

  • Eligibility for inclusion in buyer-facing discovery tools;

  • Eligibility for editorial, educational, or promotional opportunities;

  • Access to vendor-facing communications, resources, and educational materials released by ERGs.io;

  • Participation in future platform enhancements, beta opportunities, or visibility features as determined by ERGs.io.

ERGs.io reserves the right to modify, expand, remove, or replace any membership feature, benefit, or functionality at any time in its sole discretion.

3. MEMBERSHIP TERM

Vendor Membership shall begin on the date payment is received and shall remain active for the purchased membership term.

Unless otherwise stated in writing, Vendor Membership is sold on an annual basis.

If ERGs.io offers installment payment plans, Vendor remains financially responsible for the full contracted membership amount regardless of installment schedule.

4. MEMBERSHIP FEES AND PAYMENT TERMS

Vendor agrees to pay all applicable membership fees, activation fees, promotional fees, upgrade fees, or add-on service fees associated with Vendor’s selected membership level.

All membership fees are due in full according to the selected payment structure.

Vendor acknowledges that membership fees are consideration for, among other things:

  • immediate account activation,

  • profile creation and backend setup labor,

  • promotional placement eligibility,

  • reservation of digital platform resources,

  • vendor onboarding,

  • and ongoing access rights during the membership term.

Accordingly, all fees paid to ERGs.io are deemed fully earned upon payment.

Failure to complete onboarding, failure to use the platform, dissatisfaction with pace of buyer activity, or Vendor’s internal business changes do not relieve Vendor of payment obligations.

5. NO REFUND POLICY

ALL SALES ARE FINAL.

All fees paid to ERGs.io are non-refundable.

ERGs.io does not provide:

  • refunds,

  • prorated refunds,

  • partial refunds,

  • service credits,

  • future credits,

  • or reimbursement for unused membership time.

This no-refund policy applies regardless of:

  • Vendor’s level of platform usage,

  • Vendor’s booking volume,

  • Vendor’s subjective satisfaction,

  • Vendor’s business closure,

  • Vendor’s marketing strategy changes,

  • Vendor’s failure to complete profile materials,

  • or early termination by Vendor.

Cancellation of membership only prevents future renewal and does not entitle Vendor to return of any previously paid fees.

6. NO GUARANTEE OF RESULTS

Vendor expressly understands and agrees that ERGs.io does not guarantee:

  • a specific number of profile views,

  • a specific number of inquiries,

  • a specific number of leads,

  • bookings,

  • closed revenue,

  • return on investment,

  • or buyer activity within any particular timeframe.

Buyer demand is influenced by numerous factors outside of ERGs.io’s control, including but not limited to:

  • seasonal ERG programming cycles,

  • buyer budgets,

  • category demand,

  • Vendor profile quality,

  • Vendor responsiveness,

  • market saturation,

  • and platform growth stage.

Any examples, testimonials, projections, or anecdotal success stories shared by ERGs.io are illustrative only and do not constitute promises of future performance.

7. VENDOR RESPONSIBILITIES

Vendor agrees to:

  • provide accurate and truthful business information;

  • provide logos, descriptions, media assets, and profile content requested during onboarding;

  • maintain current contact information;

  • respond professionally and timely to buyer inquiries;

  • refrain from misleading claims regarding services;

  • comply with all applicable laws and regulations;

  • maintain conduct that does not harm the reputation of ERGs.io or its user community.

Vendor acknowledges that incomplete, outdated, or low-quality profiles may negatively affect discoverability or buyer engagement.

ERGs.io is not responsible for poor results caused in whole or in part by Vendor’s failure to maintain strong profile quality.

8. PROMOTIONAL AND EDITORIAL DISCRETION

Vendor understands that ERGs.io retains sole discretion over:

  • featured vendor placement,

  • newsletter mentions,

  • social media highlights,

  • educational invitations,

  • promotional campaigns,

  • editorial recommendations,

  • category ordering,

  • search prioritization,

  • buyer-facing spotlights,

  • and any other visibility opportunities.

Vendor Membership grants eligibility for participation in the ERGs.io ecosystem but does not entitle Vendor to equal promotional treatment, guaranteed features, or mandatory editorial inclusion.

9. PLATFORM EVOLUTION

Vendor acknowledges that ERGs.io is an evolving and actively developing digital platform.

ERGs.io may, in its sole discretion:

  • release new features,

  • remove features,

  • redesign workflows,

  • modify visibility systems,

  • adjust categories,

  • change educational offerings,

  • alter promotional methods,

  • test new tools,

  • or otherwise evolve the Vendor Membership experience.

Such platform changes shall not constitute grounds for refund, cancellation, or contractual breach.

10. INTELLECTUAL PROPERTY AND MARKETING USE RIGHTS

Vendor grants ERGs.io a non-exclusive, royalty-free license during the membership term to use Vendor’s:

  • business name,

  • logo,

  • headshots,

  • profile descriptions,

  • service descriptions,

  • submitted media,

  • testimonials,

  • screenshots,

  • and related branding materials

for purposes of:

  • platform listing,

  • promotional materials,

  • educational materials,

  • newsletters,

  • website marketing,

  • social media promotion,

  • and ERGs.io sales materials.

Vendor represents that Vendor has the right to provide such materials.

11. LIMITATION OF LIABILITY

To the fullest extent permitted by law, ERGs.io shall not be liable for:

  • lost profits,

  • lost business opportunities,

  • indirect damages,

  • incidental damages,

  • consequential damages,

  • reputational damages,

  • buyer non-responsiveness,

  • technology interruptions,

  • temporary site outages,

  • algorithmic visibility fluctuations,

  • or unmet business expectations.

ERGs.io’s total liability under this Agreement shall never exceed the total amount actually paid by Vendor during the twelve (12) months preceding any claim.

12. CHARGEBACKS AND PAYMENT DISPUTES

Vendor agrees not to initiate unwarranted chargebacks, reversals, or payment disputes for services rendered, access granted, or membership periods activated.

ERGs.io reserves the right to submit this Agreement, payment confirmations, onboarding records, account records, profile access logs, and related communications in defense of any payment dispute.

Any Vendor who initiates a chargeback may be immediately suspended or permanently removed from ERGs.io.

Vendor remains liable for any unpaid balance, dispute fees, collection costs, or attorney fees incurred by ERGs.io in defending or recovering such amounts.

13. TERMINATION BY ERGs.io

ERGs.io reserves the right to suspend, remove, or terminate Vendor Membership at any time, without refund, if Vendor:

  • provides false information,

  • engages in deceptive sales behavior,

  • harms ERGs.io’s reputation,

  • violates community standards,

  • harasses users,

  • misuses platform access,

  • or otherwise acts in a manner inconsistent with ERGs.io’s business interests.

14. GOVERNING LAW

This Agreement shall be governed by and construed under the laws of the State of Michigan, without regard to conflict of law principles.

Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Michigan.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between ERGs.io and Vendor and supersedes all prior discussions, emails, marketing statements, or verbal representations.

No waiver, modification, or exception shall be binding unless made in writing by ERGs.io.

16. ACCEPTANCE

By submitting payment, electronically accepting these terms, or accessing Vendor Membership benefits, Vendor affirms legal acceptance of this Agreement.