Last Modified & Effective September 14, 2022

1. INTRODUCTION AND ACCEPTANCE

Welcome to the terms and conditions ("Terms") for the Garage Logic Town Council Membership ("GL Membership"). These Terms are between you and KSTP-AM, LLC and its series Garage Logic, including its parent company, subsidiaries and affiliates ("Garage Logic", "Company," "we," or "us"), and govern our respective rights and obligations. The Terms constitute the entire agreement between you and Garage Logic related to the GL Membership and the GL Services (defined below). Please note that your use of the Garage Logic website at www.garagelogic.com(“Website”) is also governed by our Terms of Use and Privacy Policy found on the Website, as well as all other applicable terms, conditions, limitations and requirements on Website, all of which are incorporated into these Terms. By signing up for a GL Membership, you hereby accept and agree to these terms, conditions, limitations and requirements.

The GL Town Council helps support the Garage Logic podcast. By becoming a Town CouncilMember, you will receive the following (which may change at any time by Garage Logic in its sole discretion, by providing notice in these Terms):  a weekly newsletter from The Mayor; access to 24/7 Members-only live audio stream full of live recordings of Garage Logic and best-of segments and replays (see Website for schedules); full show video archive including before and after the show/between the segments content; Town Council Membership Card; Town Council Window Cling; and Invites to exclusive Members-only Events (collectively, the “GL Services”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE BECOMING A TOWN COUNCIL MEMBER. BY OFFICIALLY PURCHASING A GL MEMBERSHIP, YOU ARE AGREEING TO COMPLY WITH THESE TERMS, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN THE "AMENDMENTS; ADDITIONAL TERMS" SECTION BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE BINDING TERMS, DO NOT PURCHASE A GL MEMBERSHIP.

In addition to these Terms, we have established a separate Terms of Use on the Website, as well as a Privacy Policy that explains how we collect and use information about you. This Privacy Policy and Terms of Use are incorporated by reference into these Terms. By becoming a Town Council Member, you are also signifying your acknowledgement and agreement to our Privacy Policy and separate Terms of Use.

2. MEMBER REGISTRATION

(A) YOU MAY ELECT TO BECOME A TOWN COUNCIL MEMBER BY PURCHASING EITHER A MONTHLY OR AN ANNUAL MEMBERSHIP. YOU HEREBY AGREE THAT WE MAY IMMEDIATELY AUTHORIZE THE  CREDIT CARD YOU PROVIDE US DURING THE REGISTRATION IN THE AMOUNT EQUAL TO THE THEN-CURRENT MEMBERSHIP RATE (AS POSTED ON THE WEBSITE) THAT YOU SELECT AT THE TIME OF SIGN-UP ("MEMBERSHIP FEE") FOR EACH PERIOD OF MEMBERSHIP THAT YOU ACCEPT, EITHER MONTHLY OR ANNUALLY (THE “MEMBERSHIP PERIOD"). MEMBERSHIP FEE RATES MAY CHANGE AT ANY TIME AND WILL BE POSTED ON THE WEBSITE. YOU MAY CANCEL YOUR MEMBERSHIP AT ANY TIME. TO CANCEL, GO TO “MY ACCOUNT” AND CLICK THE "CANCEL MEMBERSHIP" LINK, OR CONTACT CUSTOMER SERVICE BY EMAILING US AT GLTOWNCOUNCIL@GARAGELOGIC.COM. BY PURCHASING A MEMBERSHIP, YOU ALSO AUTHORIZE GARAGE LOGIC TO CHARGE THE THEN-CURRENT MEMBERSHIP FEE AMOUNT TO THE CREDIT CARD YOU PROVIDE DURING YOUR MEMBERSHIP PURCHASE THROUGH THE WEBSITE AGAIN DURING EACH SUBSEQUENT PREMIUM MEMBERSHIP PERIOD

(C) Annual Memberships:  ANNUAL GL MEMBERSHIPS ARE AUTOMATICALLY RENEWED ON OR ABOUT YOUR ORIGNAL SIGN UP ANNIVERSARY DATE, UNLESS YOU PROVIDE NOTICE TO US OF YOUR WISH TO CANCEL YOUR ANNUAL MEMBERSHIP BEFORE SUCH ANNIVESARY DATE. ANNUAL GL MEMBERSHIP FEES ARE EARNED IN FULL UPON RECEIPT AND ANY ANNUAL GL MEMBERSHIP IS NON-REFUNDABLE IN THE EVENT OF AN EARLY TERMINATION REQUEST. FOR ANY ANNUAL GL MEMBERSHIP, SUCH MEMBERSHIP WILL TERMINATE ON OR ABOUT THE 30^TH DAY OF THE ANNUAL ANNIVERSARY MONTH AFTER TERMINATION REQUEST IS SENT TO US, AND WILL THEREAFTER BE CANCELLED.

(D) Canceling Membership: IF YOU DECIDE TO TERMINATE AND CANCEL YOUR GL MEMBERSHIP, YOU MUST DO SO BY NOTIFYING US VIA EMAIL AT GLTOWNCOUNCIL@GARAGELOGIC.COM AT LEAST TWO BUSINESS DAYS PRIOR TO THE END OF THE THEN-CURRENT MEMBERSHIP PERIOD. IF YOU DO NOT CANCEL YOUR MEMBERSHIP AT LEAST BUSINESS TWO DAYS PRIOR TO THE END OF THE THEN-CURRENT MEMBERSHIP PERIOD, YOUR GL MEMBERSHIP SHALL CONTINUE UNTIL THE END OF THE NEXT MEMBERSHIP PERIOD FOLLOWING THE RECEIPT OF THE NOTICE OF TERMINATION. IF YOU HAVE A QUESTION ABOUT A TRANSACTION ON YOUR CREDIT CARD STATEMENT, PLEASE CONTACT CUSTOMER SERVICE BY PHONE AT (651) 632-6676 OR BY EMAILING US AT GLTOWNCOUNCIL@GARAGELOGIC.COM.

(C) As a Town Council Member, you agree that your Membership will be used exclusively by you, and may not be assigned or transferred to any other person or entity, nor may you provide any other person or entity access to your subscription, either directly or indirectly. You must keep your password strictly confidential. You agree to be personally liable for all charges you incur during or through the use of the Website. Your liability for such charges shall continue after termination of your Membership.

4. INDEMNIFICATION

You agree to indemnify and hold harmless Company and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Membership; (ii) any content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms or the Terms of Use on the Website; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

5. DISCLAIMERS

(A) YOU EXPRESSLY AGREE THAT USE OF THE GL SERVICES AND ACCESSING THE GL CONTENT AND WEBSITE IS AT YOUR SOLE RISK. THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (I) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SERVICES OR SERVICE CONTENT; (III) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (IV) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR SERVICES OR ACCESSED THROUGH THE SERVICES; (V) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; (VI) WARRANTIES THAT YOUR USE OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (VII) WARRANTIES THAT ERRORS IN THE SERVICES WILL BE CORRECTED.

6. LIMITATION ON LIABILITY

(A) UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES INCLUDING, WITHOUT LIMITATION, THE SERVICE CONTENT IS TO STOP USING THE GL SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE SERVICES OR ANY LINKS ON THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE SERVICES OR ANY LINKS ON THE SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE SERVICES.

(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY COMPANY DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF THE SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law. 7. TERMINATION

8. CHOICE OF LAW; JURISDICTION AND VENUE

These Terms shall, for all domestic and international purposes, be governed, interpreted, construed and enforced solely and exclusively in accordance with the laws of the State of Minnesota, without regard to its conflicts of law provisions. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of the Site shall be filed only in the state or federal courts located in Hennepin County, State of Minnesota, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

10. NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, COMPANY AND YOU EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

11. NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

12. AMENDMENT; ADDITIONAL TERMS

(A) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the GL Services or to modify these Terms. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the GL Services generally, unique parts of the GL Services, or both ("Supplemental Terms"). Any Supplemental Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms, the Supplemental Terms will control.

(B) Modifications to these Terms or Supplemental Terms will be effective immediately upon notice, either by posting on the GL Services or by notification by email or conventional mail. It is your responsibility to review the Terms and the GL Services from time to time for any changes or Additional Terms. Your access and use of any the GL Services following any modification of these Terms or the provision of Supplemental Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms or to any Supplemental Terms, immediately discontinue use of the GL Services and, if applicable, terminate your GL Membership.

13. MISCELLANEOUS

(A) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

(B) Except where specifically stated otherwise, if any part of these Terms is unlawful or unenforceable for any reason, we both agree that only that part of the Terms shall be stricken and that the remaining terms in the Terms shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms shall remain in force.

(C) These Terms (including the Privacy Policy, Terms of Use, and any Supplemental Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.

(D) You may not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms or any rights hereunder without your consent and without notice.