MEMBERSHIP AGREEMENT

THIS MEMBERSHIP AGREEMENT (this “Agreement”) is entered into effective as of the date accepted by
You, and is between You and The Astro CEO LLC, a Colorado limited liability company (the “Company”),
(hereinafter, collectively, the “Parties”, or each, individually, a “Party”).
You desire to participate in and purchase a membership (“THE TRIBE”) for The Astro CEO
Membership (the “Program”), in accordance with the terms and subject to the conditions set forth in this
Agreement.
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, the Parties agree
as follows:
1. MEMBERSHIP.
1.1 Description of Membership. While your Membership is active as defined by the
terms of this Agreement, you shall be eligible to participate in the Program. The Company reserves
the right to modify the Program at any time, in its sole discretion.
1.2 Members have access to the Live Sessions. Recordings (replays) of Live sessions
are strictly limited to members only. Access to and content distributed on the live sessions is
limited to the holder of the Membership.
2. PAYMENT.
2.1 Payment. Membership payments shall be due [monthly] and you
authorize the Company to automatically process payments through Kajabi at regularly scheduled
intervals to maintain an active Membership. A receipt for each payment will be provided to you.
You agree that no prior notification is required for these charges unless the amount of the payment
changes. There shall be no refunds on any payments made.
2.2 Membership Rates. As long as you maintain an active, continuous Membership, your
Membership rate will be locked in. However, should your Membership be terminated for any
reason, the rate guarantee will also terminate.
2.3 Non-payment. In the event that a payment fails, the Company will make two (2)
more attempts to process the payment. Upon three (3) unsuccessful attempts, the Membership to
the Program will be cancelled. Any access to the program through Kajabi, the Facebook group, or
otherwise, will be revoked.
3. TERMINATION. Company reserves the right to Terminate this Agreement, the Membership,
or the Program at any time. Upon termination, your access to any Company materials, Kajabi, or the
Facebook group shall be revoked.
4. RELATIONSHIP OF THE PARTIES. The Parties to this Agreement are independent contractors.
There is no relationship of partnership, joint venture, employment, franchise, or agency between the
Parties. Neither Party shall have any authority to act, or attempt to act, or represent itself, directly or by
implication, as an agent of the other or in any manner assume or create, or attempt to assume or

create, any obligation on behalf of or in the name of the other, nor shall either Party be deemed the
agent or employee of the other.
5. INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY.
5.1 Ownership. The Company is and shall remain the owner of all right, title, and interest
in and to all materials and content provided, distributed, or used during the Program, including but
not limited to, all inventions, discoveries, improvements, developments, concepts, trade secrets,
original works of authorship, formulas, work products, drawings, know-how, designs, strategies,
processes, and techniques, and all derivative works thereof (collectively the “Program Content”).
You may only use the Program Content to the extent the Company gives you written permission.
5.2 Confidentiality. During the Program, you may obtain information from the Company
and/or materials that are confidential or proprietary in nature, including but not limited to:
business information (e.g., materials, plans, business processes and operations, know-how, data,
pricing, accounting and financial information, intellectual property, and client information) and
other information designated as confidential expressly or by the circumstances in which it is
provided (“Confidential Information”). Confidential Information does not include: (i) information
already known by the Receiving Party; (ii) information in the public domain through no wrongful act
of the Receiving Party; (iii) information received by the Receiving Party from a third party who was
not under any obligation of confidentiality; or (iv) information that the Receiving Party can
demonstrate to have been developed independent of the disclosed Confidential Information. With
respect to the Confidential Information of the Company, you hereby agree that during the Term
and all times thereafter you shall not use or disclose to any person or entity such Confidential
Information unless compelled to disclose Confidential Information by applicable law.
6. INDEMNIFICATION. You shall indemnify and hold harmless the Company and its respective
owners, directors and officers from and against all losses, damages, liabilities, judgments, costs, and
expenses (including reasonable attorneys’ fees) arising out of or resulting from: (a) any breach by you or
of any representation, warranty, covenant, or obligation of yours under this Agreement and (b) any
gross negligence, willful or intentional misconduct, or fraud by you.
7. RELEASE AND WAIVER OF LIABILITY.
7.1 Assumption of Risk. You fully understand that participating in the Program may
involve risk such as economic loss, property damage, serious injury, disability or death from the
actions of you or the Company. Notwithstanding this risk, you are participating in the Program
voluntarily and assume any risks associated with the Program, whether caused by the negligence
of the Company or otherwise.
7.2 Release. You hereby forever release and waive your right to bring suit and any and
all claims now or hereafter known against the Company and its owners, officers, directors,
managers, officials, trustees, agents, employees, contractors, shareholders, successors and
assigns, or other representatives on account of injury, illness, disability, death, or property
damage arising out of or attributable to participating in the Program, whether arising out of the
ordinary negligence of the Company or any Releases or otherwise.
7.3 Media Release. You hereby grant to Company all rights of every kind in perpetuity to
use any photographs, videos, or audio containing your name, image, or likeness for all purposes

including for use in future Company materials, programming, products, or services. You hereby
release and discharge the Company from any and all claims and demands arising out of or in
connection with the use of any media containing your name, likeness, or image.
7.4 Acknowledgment. YOU HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL
PROVISIONS OF THIS SECTION AND FREELY AND KNOWINGLY ASSUME THE RISK AND WAIVE
YOUR RIGHTS CONCERNING THE LIABILITY DESCRIBED ABOVE.
8. LIMITATION OF LIABILITY.
8.1 IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY
LOSS OF USE, REVENUE, OR PROFIT 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 SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF
ITS ESSENTIAL PURPOSE.
8.2 IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ANY AMOUNTS ACTUALLY PAID BY YOU
UNDER THIS AGREEMENT.
9. ASSIGNMENT. You may not assign any rights under this Agreement without the other
Company’s prior written consent. Subject to the limits on assignment stated above, this Agreement will
inure to the benefit of, be binding on, and be enforceable against each of the Parties and their
respective permitted heirs, personal representatives, successors, and permitted assigns.
10. MISCELLANEOUS.
10.1 Notices. All notices, demands and other communications to be sent by one Party to
the other under this Agreement shall be in writing and shall be deemed to have been validly made,
given, served and received if given or served by delivery in person to the addressee, or if sent by
email with delivery verification, or three (3) days after deposit in the United States mail, postage
prepaid.
10.2 Entire Agreement; Order of Precedence. This Agreement 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, of the Parties with respect to such subject matter.
10.3 Amendment. This Agreement may only be amended, modified, or supplemented by
an agreement in writing signed by each of the Parties, and any of the terms thereof may be waived
only by a written document signed by each of the Parties or, in the case of waiver, by the Party
waiving compliance.
10.4 Governing Law; Jurisdiction. This Agreement and all related documents including all
exhibits and schedules attached hereto, and all matters arising out of or relating to this Agreement,
are governed by and shall be construed in accordance with the laws of the State of Colorado,

without giving effect to conflicts of laws provisions. Any legal suit, action, or proceeding arising out
of this Agreement or the Services provided hereunder shall be instituted exclusively in the state
courts of the State of Colorado located in the City and County of Denver, Colorado, or the United
States District Court for the District of Colorado, and each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons,
notice, or other document by mail to such Party’s address set forth herein shall be effective service
of process for any suit, action, or other proceeding brought in any such court.
10.5 Severability. In the event that any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any
relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights
and obligations of the Parties shall be construed and enforced as if the Agreement did not contain
the particular provisions held to be unenforceable.
10.6 Attorneys’ Fees. If any Party retains counsel for the purpose of enforcing or
preventing the breach or any threatened breach of any provision of this Agreement or for any other
remedy relating to it (including as part of any court or other legal proceeding), then the prevailing
party shall be entitled to be reimbursed by the non-prevailing party all fees, costs, and expenses so
incurred (including reasonable fees of attorneys and accountants, court costs, costs of bonds, and
fees and expenses for expert witnesses), which shall include, without limitation, all fees, costs, and
expenses of appeals.