Private Membership Agreement

ZYON TV is a private membership program administered by Aspyn Holdings LLC. Membership contributions support participation; IPTV is an included membership benefit at no additional charge. The contribution amount, term and included connections are disclosed for the selected ZYON TV plan before acceptance. The selected plan schedule controls over any generic monthly or seat examples in this working draft. NEXATV PRIVATE MEDIA AND TECHNOLOGY ASSOCIATION PRIVATE MEMBERSHIP AGREEMENT Effective Date: [TO BE ADOPTED] Member Name: __________________________ Member Email: __________________________ Membership Account Number: __________________________ This Private Membership Agreement (“Agreement”) is entered into between: Aspyn Holdings LLC, a limited liability company organized in Wyoming, operating the ZYON TV Private Media and Technology Association membership program (“Association,” “Administrator,” “Company,” “we,” or “us”), and the undersigned applicant (“Member” or “you”). ARTICLE I — VOLUNTARY MEMBERSHIP 1.1 — Application The Member voluntarily applies for participation in the ZYON TV Private Media and Technology Association. 1.2 — Acceptance Membership becomes effective upon acceptance of this Agreement, approval of the application, and receipt of the initial membership contribution. 1.3 — Contractual Relationship Membership establishes a contractual relationship between the Member and Aspyn Holdings LLC. Membership does not confer ownership, equity, voting rights, or beneficial interests in the Company or its affiliated organizations. 1.4 — Membership Documents This Agreement, the applicable Membership Benefit and Contribution Schedule, the Privacy Policy, and any expressly incorporated service-use terms govern the membership relationship. ARTICLE II — MEMBERSHIP BENEFITS 2.1 — Standard Membership Standard membership includes: a. the IPTV connection allowance disclosed for the selected plan. b. Access to designated member support resources. c. Access to available digital education and tutorials. d. Eligibility to obtain additional authorized television seats. e. Other benefits expressly identified in the current Membership Benefit Schedule. 2.2 — Additional Television Seats Members may request additional authorized television seats, subject to availability and applicable provider limitations. 2.3 — Provider Authorization IPTV access is supplied through one or more contracted service providers. All programming and service access remain subject to the applicable provider’s distribution rights and authorized-use conditions. 2.4 — Changes in Benefits The Administrator may modify available services upon appropriate notice. If a material included membership benefit is discontinued, the Member shall receive any credit, refund, or cancellation right required by this Agreement or applicable law. ARTICLE III — MEMBERSHIP CONTRIBUTIONS 3.1 — Standard Contribution The standard monthly membership contribution is: The applicable contribution and included connections are disclosed for the selected ZYON TV membership plan before acceptance. IPTV is included at no additional charge. This includes the IPTV connection allowance disclosed for the selected plan. 3.2 — Additional Seats Each additional authorized IPTV television seat requires a supplementary contribution of: The applicable contribution and included connections are disclosed for the selected ZYON TV membership plan before acceptance. IPTV is included at no additional charge. 3.3 — Monthly Calculation The Member’s monthly contribution shall equal: The applicable contribution and included connections are disclosed for the selected ZYON TV membership plan before acceptance. IPTV is included at no additional charge. 3.4 — Example A Member with three total authorized television seats shall contribute: The applicable contribution and included connections are disclosed for the selected ZYON TV membership plan before acceptance. IPTV is included at no additional charge. 3.5 — Taxes Applicable taxes, if any, shall be disclosed before contribution and collected as required by law. 3.6 — Billing Membership contributions are billed monthly in advance. The Member authorizes recurring charges only through a separate affirmative contribution authorization presented during enrollment. 3.7 — Contribution Authorization The contribution authorization shall identify the recurring amount, billing frequency, contribution method, and cancellation procedure. The Administrator shall provide an electronic acknowledgment of the Member’s authorization. 3.8 — Contribution Changes The Administrator may modify future membership contribution amounts upon at least thirty (30) days’ advance notice, subject to applicable law. No increase shall be imposed without any additional consent required by law. ARTICLE IV — AUTHORIZED TELEVISION SEATS 4.1 — Definition A television seat is one authorized IPTV service entitlement under the applicable provider’s service rules. 4.2 — Seat Restrictions Each seat shall be used only within the applicable provider’s permitted usage conditions. 4.3 — Additional Seats Members may add authorized seats through the designated membership portal or approved support process. Additional recurring charges shall require the Member’s authorization. 4.4 — Seat Removal Members may request removal of additional seats. Unless otherwise required by law, removal shall become effective at the conclusion of the current contribution period. 4.5 — Prohibited Activities Members shall not: a. Resell Association-provided IPTV access. b. Redistribute television programming. c. Publicly exhibit programming without appropriate authorization. d. Share credentials outside the permitted scope of the service. e. Circumvent service access controls. f. Engage in fraudulent or unlawful use. ARTICLE V — SERVICE DELIVERY 5.1 — Service Activation The Administrator shall initiate activation after acceptance of the Member’s application and successful contribution. 5.2 — Technical Requirements The Member is responsible for maintaining compatible devices, internet connectivity, and other equipment necessary to access the service. 5.3 — Third-Party Providers The Member acknowledges that programming availability, service quality, and certain technical functions depend upon contracted providers. 5.4 — Service Interruptions The Administrator shall make commercially reasonable efforts to assist Members experiencing service interruptions. 5.5 — Material Service Failure If a material service failure prevents delivery of the principal paid membership benefit, the Administrator shall provide an appropriate remedy consistent with this Agreement and applicable law. Such remedy may include restoration, a reasonable credit, cancellation, or a refund. ARTICLE VI — MEMBER SUPPORT AND COMMUNICATIONS 6.1 — Support Services Members may receive support through designated online systems, email, or other published support channels. 6.2 — AI-Assisted Support The Association may utilize AI-assisted systems for routine membership assistance, account inquiries, and technical guidance. 6.3 — Human Review Members may request human review of unresolved billing disputes, material account issues, or significant service complaints. 6.4 — Electronic Notices The Member agrees to receive necessary membership notices electronically, subject to applicable electronic-consent requirements. 6.5 — Text Messaging SMS messages shall be sent in accordance with applicable law and the Member’s communications preferences and consent. Consent to receive promotional text messages shall not be required as a condition of purchasing membership. ARTICLE VII — PRIVACY AND ACCOUNT SECURITY 7.1 — Personal Information The Administrator may collect information reasonably necessary for enrollment, billing, account administration, service delivery, security, and support. 7.2 — Privacy Policy The collection, use, retention, and disclosure of personal information shall be governed by the published Privacy Policy and applicable law. 7.3 — Account Credentials Members are responsible for maintaining the confidentiality of their account credentials. 7.4 — Unauthorized Access Members shall promptly notify the Administrator of suspected unauthorized account activity. 7.5 — Contribution Security Contribution information shall be processed through approved contribution processing systems. The Administrator shall not unnecessarily retain complete contribution card credentials. ARTICLE VIII — MEMBERSHIP TERM AND RENEWAL 8.1 — Membership Term Membership is month-to-month. 8.2 — Automatic Renewal Membership renews monthly only where the Member has affirmatively authorized recurring billing. 8.3 — Cancellation The Member may cancel through the designated online cancellation mechanism or published support procedure. Cancellation shall not require the Member to purchase additional services or accept new contractual obligations. 8.4 — Cancellation Effective Date Unless applicable law requires otherwise, cancellation becomes effective at the end of the current contribution period. 8.5 — Confirmation The Administrator shall provide confirmation of cancellation. ARTICLE IX — REFUNDS AND BILLING DISPUTES 9.1 — General Policy Membership contributions are ordinarily charged in advance for the upcoming membership period. 9.2 — Billing Errors Members may report billing errors through the designated support process. Verified billing errors shall be corrected. 9.3 — Service Nonperformance Where the Administrator fails to provide a material included membership benefit, an appropriate refund or credit shall be available as required by applicable law and the circumstances. 9.4 — Statutory Rights Nothing in this Agreement eliminates nonwaivable refund, cancellation, chargeback, or consumer-protection rights. ARTICLE X — SUSPENSION AND TERMINATION 10.1 — Grounds Membership may be suspended or terminated for material breach, noncontribution, fraud, unauthorized redistribution, or other substantial misuse. 10.2 — Notice Reasonable notice shall be provided except where immediate action is necessary to prevent fraud, security compromise, or unlawful activity. 10.3 — Effect Upon termination, access to membership benefits shall cease in accordance with applicable billing and cancellation terms. ARTICLE XI — LIABILITY AND DISPUTES 11.1 — Contracting Party The Member acknowledges that Aspyn Holdings LLC is the contracting party responsible for administering the membership program. 11.2 — Third-Party Services The Administrator is not responsible for events beyond its reasonable control, subject to its contractual obligations and applicable law. 11.3 — Limitation of Liability Any limitation of liability shall apply only to the extent permitted by applicable law and shall not eliminate liability that cannot lawfully be excluded. 11.4 — Informal Resolution The parties agree to attempt good-faith resolution of disputes through written notice and a reasonable opportunity to respond. 11.5 — Governing Law Unless otherwise required by applicable law, this Agreement shall be governed by Texas law. 11.6 — Legal Rights Nothing herein shall waive nonwaivable statutory rights or remedies. ARTICLE XII — GENERAL PROVISIONS 12.1 — Entire Agreement This Agreement and its incorporated schedules constitute the agreement between the parties concerning membership. 12.2 — Severability If a provision is determined unenforceable, the remaining provisions shall continue to the extent legally permissible. 12.3 — Amendments Material amendments affecting existing members shall be communicated in advance and implemented in accordance with applicable law. 12.4 — Assignment The Member may not assign membership without written authorization. 12.5 — Electronic Signatures The parties may execute this Agreement electronically in accordance with applicable electronic-signature law. ARTICLE XIII — MEMBER ACKNOWLEDGMENT By signing or electronically accepting this Agreement, the Member acknowledges: Membership is voluntary. The applicable contribution and included connections are disclosed for the selected ZYON TV membership plan before acceptance. IPTV is included at no additional charge. the IPTV connection allowance disclosed for the selected plan. The applicable contribution and included connections are disclosed for the selected ZYON TV membership plan before acceptance. IPTV is included at no additional charge. Membership renews monthly only with appropriate recurring-contribution authorization. Membership may be canceled through the published cancellation process. IPTV access remains subject to applicable provider restrictions. The Member has been provided access to the incorporated membership terms and Privacy Policy. MEMBER Printed Name: __________________________ Signature: __________________________ Date: __________________________ ASPYN HOLDINGS LLC Authorized Representative: __________________________ Signature: __________________________ Date: __________________________