NeuGroup Membership Agreement

This NeuGroup Membership Agreement (“Agreement”) describes your rights and obligations with respect to the use of the services provided by The NeuGroup, Inc (“NeuGroup” or “Company”) in connection with your NeuGroup Membership specified herein.

Overview

Who We Are

NeuGroup (referred to herein as “we,” “us,” “our” and similar words) is a membership organization that creates opportunities for corporate financial professionals to share and learn, exchange knowledge and provide support to one another via in-person meetings, virtual/web meetings, phone calls, online Community sites, research surveys and via editorial content. We also distill insight from these exchanges to promote mutual success.  NeuGroup uses research and profile information about Members to connect them with other members via email, phone, Community or other introductions for general sharing and learning, project collaboration, benchmarking, or other networking purposes.

Who You Are

References to “you,” “your” and similar words in the Agreement refer to the Member or Guest who has joined our Membership directly or joined our Membership via the primary account holder of a Member Company or Network Member Company and therefore are agreeing to be bound by this Agreement.

Key Terms and Definitions

For purposes of this Agreement:

  • “Member”, “Member 2”, “Member Free” means any individual who is fully admitted into a NeuGroup PeerGroup (as that term is defined below) and agrees to be bound and abide by the terms of this Agreement.
  • “Guest Member” means any individual who is admitted to a NeuGroup Peer Group on a temporary or trial basis, unless the individual is employed by a “Network Member Company” (see below) of the group in question, in which case the individual will be considered as an “Additional Member” subject to the same conditions of the primary Member.
  • “Pilot Member” means any individual who is invited to pilot a new NeuGroup Peer Group. A Pilot Member will be treated as a prospective Member for that group.
  • “Member Company” means any company or entity that employs a Member, Guest Member or Pilot Member.
  • “Network Member company” or “Corporate Member company” means any company or entity that has a Corporate Membership to the NeuGroup Network.

 

The NeuGroup Process™

The NeuGroup facilitates knowledge exchange among its Members in a systematic way called The NeuGroup Process™, which involves connecting corporate finance and treasury professionals for knowledge exchange and distilling insight from those exchanges to help them succeed.

We conduct The NeuGroup Process™ via the following “Member Activities”:

a. Member access to the NeuGroup Network, our networking platform, curated by our knowledge exchange leaders to attract leading finance and treasury professionals looking to share and learn for mutual success.

b. Facilitated, connected by NeuGroup™ introductions to and knowledge exchange opportunities with:

    • Members and their connections to collaborate, benchmark, problem-solve or be solution finder/development partners with professionals knowledgeable about or with experience on your projects and priorities to get them done faster, better and at less cost
    • Peers, Members and alumni to mentor, coach, refer, train or advise you and advance your professional development

c. Periodic virtual sessions with your primary peer group(s), eligible cross-group interactive sessions and sub-groups conducted using leading web-meeting tools.

d. Annual or twice-yearly in real life meetings (IRLs) (one to two-days in duration) with your peer group. NeuGroup may also, with Member input, choose to conduct meetings with more than one peer group to promote cross-group knowledge exchange and networking.  NeuGroup produces IRL Peer Group Meetings or their equivalent in virtual form via web video conference when in-person meetings are not possible or due to health and safety or other restrictions. To ensure that all Members engage in knowledge sharing, the IRL Peer Group Meetings are limited in size. NeuGroup staff lead the agenda development, facilitate the meetings, coordinate meetings, pre- or post-meeting dinner and/or other social activity logistics, and prepare meeting materials and third-party meeting materials. In general, each Member is entitled to attend two IRL Peer Group Meetings of the Peer Group he or she has joined per year at a predetermined location.  However, where specified by the peer group leader, some peer groups such as the ERM Peer Group are entitled to only one IRL Peer Group Meeting per year.

e. NeuGroup may invite Members to special cross-group IRL meetings from time to time. Guidelines and demographics for these events, as applicable, will be subject to NeuGroup’s sole discretion. These special IRL meetings may also be conducted in virtual form via web video conference due to health and safety or other restrictions or factors.

f. Access to relevant NeuGroup online communities for your peer group(s), sub-groups or network-wide knowledge exchange, training and development.

g. Insight from every exchange distilled by NeuGroup leaders and our content team, distributed via NeuGroup Exchange communities and published in NeuGroup Insights our flagship email newsletter and website feed.

h. Access to NeuGroup Peer Research. NeuGroup surveys Members about topics that are important to their professional practices within Finance and Treasury. Our research also profiles what you as Members want to know more about and your specific area of knowledge or expertise. The Peer Research informs the Agenda of each Peer Group Meeting and each Connected by NeuGroup.  NeuGroup will periodically distribute the results of the research either at the Peer Group Meetings and/or via posts in the Peer Group Online Community Site.  In addition, NeuGroup Peer Research access may include:

    • Periodic surveys of Member projects and priorities, systems, people and organizations with access to the results/data from the surveys.
    • Use of the NeuGroup Platform to facilitate your own benchmarking and research interests (subject to fellow member opt-in).

i. After each Peer Group Meeting/Exchange: Summary Posts and Reports. NeuGroup publishes insight posts, articles and summary reports outlining key takeaways and insights from the agenda development, Peer Research, the meetings and other exchanges. In order to increase the openness of discussion, NeuGroup will not mention the identity of Members or Member Companies nor any other meeting participants within Posts, Peer Group Meeting Summary Articles and Reports unless NeuGroup has the express permission of such Members, Member Companies or other participants. Members and Guest Members may distribute posts, summary articles and reports to fellow employees within their Member Companies.

 

NeuGroup Membership

Privileges

For the duration of your pilot, guest, or regular Membership, you get:

a. All of the facets and features of the NeuGroup Process™ as set forth above (which are collectively referred to herein as “Member Activities”)

b. An invitation to the regular group meetings or their virtual edition on Zoom (or equivalent virtual meeting platform)

c. Access to the peer group online Community

d. Participation in interim peer group virtual sessions

e. Invitations to relevant, cross-group members-only interactive sessions on timely topics, which are typically 60-90 minute Zoom (or equivalent) meetings

f. Opportunities to join Member working groups

Membership Requirements

a. Bound by Agreement.  By participating in NeuGroup Member activities, you agree to abide by and be bound by the terms and conditions set forth in this Agreement. If you have any questions about this Agreement, please contact [email protected].

b. Payment of Membership Fee.Pilot Members and Guest Members may participate for a limited period as defined separately and mutually agreed without payment. Otherwise, Members are required to pay the membership fee or have it paid on their behalf by their employer or another party as mutually agreed within 90-days of their “Paid Membership Start Date.” The Membership fee will be clearly indicated as part of the initial Member invitation and at time of renewal. Each Member will be invoiced individually or as part of group invoice with other Members from their company as mutually agreed.

c. Active Peer Group/Community Participation.Members and Guest Members agree to participate in their Peer Group and contribute to planning meeting Agendas, participating in benchmark research, attend Peer Group Meetings, contribute to meeting discussions and otherwise share and learn at Peer Group Meetings. All Members, will contribute to the discussion and share and learn on their online Community sites.

d. Abide by The Chatham House Rule.In order to increase the openness of discussion, all exchanges between Members and between NeuGroup Members at in-person or virtual meetings, on conference calls or other Connected by NeuGroup exchanges and within any given Community site are held under The Chatham House Rule. Under The Chatham House Rule, Members, Guest Members and Pilot Members are free to use the information received at meetings and via their other Membership benefits, but neither the identity of nor the Member Company affiliation of the Member, or that of any other participant, may be revealed without permission from the identified parties.

e. Member Employment & Professional Title Requirements. For an individual to be admitted to a given Peer Group, he or she must:

    • Be employed by a company that meets the requirements of that Peer Group (e.g., market capitalization, revenue, industry sector) or can contribute to that Peer Group’s discussion in meaningful ways based on his/her professional experience.
    • Have a professional title and level of responsibility within the company where he/she is or was employed that meets the requirement of that Peer Group (e.g., Treasurer, Assistant Treasurer, Regional Treasurer, CFO).

f. Member Review of prospective new Members. Existing Members of any given Peer Group will be made aware of prospective members if we believe the prospective new member company might be a concern to existing paid members. Additionally, existing members  may confidentially raise to NeuGroup any concerns they may have about admitting any prospective new Member into the group.

g. Membership is by invitation only.In order to curate Peer Group membership rosters with an optimal mix of company-type/industry representation and experience among Members, NeuGroup reserves the right to accept or reject all Membership applications in its sole discretion.

h. Permission to use professional data.In order to participate in Member activities, you grant NeuGroup the right to collect, maintain your professional profile in order to assess your eligibility for the NeuGroup Network, a NeuGroup Peer Group or other Member Activities, plus to be Connected by NeuGroup to others engaged in Member Activities and/or sponsor. In addition, as a Member you grant us permission to communicate with you by phone, mail, email and other electronic means related to Membership Activities. As a Member you also grant us permission to send you NeuGroup Insights our email newsletter that includes content sourced from Member Activities, unless you opt out, which you and may do so at any time.

All registrants attending in-person events also agree to follow all health and safety protocols put in place for the event. Protocols will be communicated in advance of the event and will follow CDC guidelines as well as any state, city, and venue-specific restrictions in place at the time and location of the event.

Please note: NeuGroup may capture images of attendees, both virtual and in person, during the course of the event. NeuGroup reserves the right to use these images in marketing publications, social media posts, and other promotional materials. Any objection to having your image or likeness captured and used by NeuGroup must be made to NeuGroup in writing, please contact [email protected].

Membership Renewals

a. Members will be granted an opportunity to renew their Membership for a 12-month period on the anniversary of their Paid Membership Start Date or as otherwise mutually agreed in writing.

b. If a Member ceases to meet any of the Peer Group Membership requirements outlined in Section Membership Requirements, the Member Company’s primary account holder may transfer the Member’s Membership to another person within their company that meets the Peer Group Membership Requirements.

c. If any given Member Company ceases to meet the company requirements for any given Peer Group (e.g., market capitalization, revenue, industry sector), NeuGroup reserves the right in its sole discretion not to renew membership for any Member of that Member Company.

Peer Group Meeting Substitution Attendance Policy & Procedure

a. If a Member cannot attend a Peer Group Meeting, Members or the primary account holder of a Member Company may propose an appropriate prospective substitute from the Member Company to attend the Peer Group Meeting.

b. NeuGroup reserves the right to prohibit substitutions due to Member preferences, to protect the integrity of Chatham House Rules or for other reasons or factors that may arise.

Peer Group Guest Membership Policy

a. NeuGroup reserves the right to invite and admit Guest Members, on a trial basis, into a Peer Group. Guest Members must meet the eligibility requirements of any given NeuGroup Peer Group.

b. Guest Members are allowed to attend one regular Peer Group Meeting or its virtual equivalent for any given Peer Group within a calendar year. For any given Peer Group, Guest Members will be invited, on a trial basis, to that Peer Group’s online Community site.

c. Guest members will be approved by NeuGroup. NeuGroup will assess guest attendance by ensuring that the Guest fits within the proper group demographic.

d. The term of any given Guest Membership is at the sole discretion of NeuGroup.

 

Peer Group Meeting Sponsors & Other Non-Member Participation

a. NeuGroup may, in its discretion, secure Peer Group Meeting or other meeting sponsorships that help fund the costs associated with producing Peer Group or other meetings. Sponsors will be permitted to present at the meeting on a topic that adds to the Members’ knowledge. A limited number of sponsor representatives will be allowed to attend select parts of Peer Group Meetings at the sole discretion of NeuGroup.

b. Section a above does not apply to the Treasurers’ Group of Mega-Caps Peer Group or any Peer Group where a majority of Members agree to increase their Membership fees so as to offset anticipated sponsor revenues.

c. In consultation with Members, NeuGroup may, for any given Peer Group, invite non-Members to participate at a Peer Group Meeting (e.g., as a speaker or guest facilitator).

Peer Group Meeting Formats and Travel & Expense Policy

Except as otherwise expressly agreed to by NeuGroup, each Member shall bear all of his/her own costs and expenses related to Membership, including, but not limited to, all travel, hotel and other expenses associated with Member’s participation in Peer Group Meetings and other activities related to Membership.

Intellectual property of NeuGroup & Content Distribution Limitations

a. You do not acquire any ownership rights in or to any of our intellectual property by accessing or using NeuGroup Services. You may not take, copy or use for any purpose (a) the name “NeuGroup” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property; or

b. any modified, altered or similar versions of the same.

c. You may not use any content, data or other information or materials you receive or access in connection with NeuGroup to solicit any of NeuGroup’s customers or partners, or other individuals or entities you encounter in connection with your Membership within a NeuGroup Peer Group or other type, in a manner that could be considered in NeuGroup’s reasonable discretion to be competitive or harmful to NeuGroup’s business or reputation.

Continuing Education Credits

NeuGroup is an approved NASBA sponsor and NeuGroup in-person meetings are pre-approved for NASBA Continuing Professional Education (CPE) credits. NeuGroup will provide appropriate certification for CPE upon request. NeuGroup will also provide letters of confirmation and provide reasonable supporting documentation for other continuing education accreditations. NeuGroup does not guarantee that NASBA, nor by other continuing education governing body, will accept attendance at NeuGroup meetings for CPE credits.

Passwords

Members agree not to reveal their Community site passwords, other passwords or other access credentials to anyone else (or let them use their account on the Community Site), even if such other individual is associated with their Member Company. You are responsible for maintaining the confidentiality of your password and security of your Account. If you believe someone may have used your Account without your authorization, please change your password and contact us at [email protected] .

Membership Term

a. Members: Your Membership lasts for a duration of 1-year unless otherwise agreed in writing.

b. Guest Members, and Pilot Participants: Your Membership lasts for a trial period that will start and end on dates determined at the sole discretion of NeuGroup.

 

Legal Terms and Conditions

Disclaimer; No Warranty.

ALL INFORMATION AND OTHER MATERIALS DISTRIBUTED, PROVIDED OR UTILIZED BY NEUGROUP AND BY MEMBERS, SPONSORS AND OTHER PARTICIPANTS ARE “AS-IS” AND INTENDED TO PROVIDE MEMBERS WITH USEFUL INSIGHT ON THE SUBJECT MATTERS THAT ARE IMPORTANT TO MEMBERS. HOWEVER, NEUGROUP PROVIDES NO WARRANTY WITH RESPECT TO THE ACCURACY OR RELIABILITY OF THE INFORMATION AND OTHER MATERIALS DISTRIBUTED, PROVIDED OR UTILIZED BY NEUGROUP AND BY MEMBERS, SPONSORS AND OTHER PARTICIPANTS AND THEREFORE SUCH INFORMATION AND OTHER MATERIALS SHOULD NOT BE CONSIDERED AUTHORITATIVE OR ACTED UPON WITHOUT PROPER VETTING AND CONSULTATION WITH RELEVANT EXPERTS.

Limitation of Liability

IN NO EVENT WILL EITHER NEUGROUP OR ANY MEMBER BE LIABLE TO EACH OTHER OR ANY OTHER MEMBER OR THIRD PARTY UNDER THIS AGREEMENT FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

Compliance with Policies

Members agree to abide by, and shall have all applicable rights and obligations as set forth in, this Agreement and any and all additional policies and procedures adopted by NeuGroup, as may be amended from time to time by NeuGroup in its sole discretion.

Authority to Execute Agreement

Member hereby represents, warrants and covenants (a) he/she has the authority to enter into this Agreement and to perform and abide by all obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any agreement to which Member is a party or by which he/she is otherwise bound; and (c) that this Agreement will constitute a legal, valid and binding obligation of Member, enforceable in accordance with its terms.

No Employment Relationship

Nothing in this Agreement is intended to give rise to an employer-employee relationship, including, but not limited to the relationship between NeuGroup and any Member.

Publicity 

A Member may not make public announcements or press releases concerning its own activities as a Member without prior consent of NeuGroup. Any press release or other publicity concerning a Member made by NeuGroup shall be subject to that Member’s prior written consent. Once approved, the press release statement or public announcement may be used by NeuGroup for the purpose of promoting the NeuGroup Services (or such purpose as is designated in the Member’s consent) and reused for such purpose until such approval is withdrawn with reasonable prior written notice.

 Information We Collect and How We Use It

We collect and otherwise obtain certain personal data in the following ways:

  • when you choose to give it to us by voluntarily submission when you seek to be admitted as a Member, Pilot Member, Guest Member or when you sign up for NeuGroup Insights;
  • through automatic collection via technical means when you visit or use our online and mobile resources or attend one of our IRL events (previously described), Peer Group Meetings or similar meetings or events including at facilities equipped with security cameras or similar surveillance equipment; or
  • it may be provided by external sources to us as part of a service for which we engaged that source, such as marketing companies, advertising companies, social media companies and/or companies that provide services on our behalf who, in each case, may have previously and separately collected elements of your personal data without our involvement and then shared it with us.

We process your personal data in the capacity of a controller whereby we exercise autonomy in deciding how we use and share your data. Since your personal data is shared with us in a business-to-business context, consumer data protection rules generally do not apply.  Nonethless, NeuGroup’s data privacy and security policies and procedures are designed to fully comply with applicable data protection law.  As such, we use the personal data we collect only in the manner and through the means allowed by applicable law. That means we determine whether we have a lawful basis/legitimate business purpose to use your personal data before doing so.  The primary use we make of your personal data is to perform under this Agreement and provide you with the opportunities and services described herein.

That may include sharing or transferring your personal data.  W e do not sell personal data of our Members to third parties. We may, however, share your personal data as listed below:

  • making Member connections – We use research and profile information about Members, which may contain some limited personal data, to connect them with other members via email, phone, Community or other introductions for general sharing and learning, project collaboration, benchmarking, or other networking purposes.
  • corporate affiliates and franchisees – We may share personal information with our corporate affiliates, corporate parents and the like who will use such data in the same way as we can under this statement.
  • law enforcement or government – We may disclose personal information to government agencies and authorities, and to other third parties when compelled to do so by such government authorities, or at our discretion or otherwise as required or permitted by law, including responding to court orders and subpoenas.
  • harm prevention – We also may disclose personal information when we have reason to believe that someone is causing injury to or interference with our rights or property, or harming or potentially harming other persons or property.
  • successors for business sale/purchase – If we, or any of our affiliates, sell or transfer all or substantially all of our assets, equity interests or securities, or are acquired by one or more third parties as a result of an acquisition, merger, sale, reorganization, divestiture, consolidation, or liquidation, personal information may be one of the transferred assets.
  • marketing support vendors – We may need to disclose certain of your personal information to vendors who we have engaged for technology and services that support our marketing efforts.
  • promotional or fulfillment vendors – In order to carry out promotions we make available to you and/or deliver our goods and services, we are required to share personal information with vendors who specialize in those activities.
  • software and technology vendors – Our various service providers may have access to or be provided with some of your personal data in connection with the tasks they perform on our behalf such as maintaining portions of our networks or the software applications that run on them.
  • transaction support vendors / payment processors – We share personal information with those of our vendors and business partners who need it to perform under the contracts we have with them.

If and to the extent it becomes necessary for NeuGroup to transfer personal data that is subject to a Transfer Restriction (defined herein), such transfer shall be conducted only pursuant to a Valid Transfer Mechanism (defined below). As used herein: (a) “Transfer Restriction” means that the laws of the jurisdiction in which the applicable personal data originates prohibit the transfer of such personal data to another jurisdiction unless certain safeguards specified by such laws are met and/or a Valid Transfer Mechanism used; and (b) “Valid Transfer Mechanism” means a method or means expressly established by applicable law for transferring personal data that would otherwise be subject to a Transfer Restriction.  Under EU GDPR and UK GDPR, Valid Transfer Mechanisms are prescribed by Articles 45-49. The parties acknowledge and agree that the Valid Transfer Mechanism for transfers from the European Economic Area and/or the UK will be the Controller-to-Controller Module of the Standard Contractual Clauses adopted by Article 46(2)(c). For all other jurisdictions, the Valid Transfer Mechanism will be the closest reasonable analog to such module.

Entire Agreement

This Agreement sets forth the entire understanding with respect to the NeuGroup Membership for Members, and Guest Members and supersedes all prior agreements, representations and understandings relating hereto, unless otherwise stated in this Agreement.