AGREEMENT TO TERMS

These Terms of Service ("Agreement") constitute a legally binding agreement between Onyx Falcon Group, LLC doing business as The Uptown Summit ("Company," "we," "us," or "our") and the business entity, practice, or firm applying for or purchasing a network allocation ("Client," "Member," "you," or "your").

By submitting an application, remitting payment, or accessing the services provided by The Uptown Summit, you agree to be bound by the terms and conditions set forth below.

THE SERVICES

The Uptown Summit operates a closed-network B2B referral registry and digital publication targeting the Upper Manhattan corridor (135th Street to 218th Street). Upon acceptance into the network, Company will provide Client with a digital listing, inclusion in digital publication distributions, and categorization as an exclusive partner within their designated vertical (the "Services").

NETWORK EXCLUSIVITY AND CAPACITY

Company strictly limits network participation to a maximum of twenty-four (24) total institutional seats, capped at four (4) participating entities per defined professional vertical. Company reserves the sole and absolute right to define the parameters of each professional vertical. Once four seats in a vertical are secured and funded, Company will place a moratorium on new applications for that specific category.

RIGHT OF REFUSAL AND VETTING

Submission of an application or payment does not guarantee acceptance into The Uptown Summit. Company reserves the right, in its sole and absolute discretion, to refuse membership, reject an application, or deny an allocation to any entity for any reason, including failure to meet our brand, prestige, or ethical standards. If an application is rejected after payment has been remitted, Company will issue a full refund of the payment within five (5) business days.

FEES, INVOICING, AND NON-REFUNDABILITY

a. Fees: Client agrees to pay the annual membership fee at either the 2026 Charter Rate ($4,500/year) or the 2027 Institutional Rate ($7,500/year), as reflected on the official invoice provided by Company.

b. Payment Terms: Payments must be made in full via ACH, wire transfer, or approved electronic payment method prior to the activation of the Client’s listing.

c. Non-Refundable Policy: Because of the strict exclusivity and limited capacity of the network, once an application is approved and a seat is officially allocated, all fees paid are strictly non-refundable. No prorated refunds will be issued if a Client requests to leave the network prior to the expiration of their annual term.

TERMINATION FOR CAUSE

Company reserves the right to immediately terminate this Agreement and revoke Client’s seat in the network without refund if Client: (i) engages in illegal, unethical, or professionally damaging conduct; (ii) loses their professional licensing or credentials; or (iii) engages in behavior that materially damages the reputation of The Uptown Summit, Onyx Falcon Group, LLC, or its other members.

NO GUARANTEE OF RESULTS

The Uptown Summit acts as a premium digital distribution and positioning platform. While we provide targeted exposure to specific Upper Manhattan demographics, Company makes no representations, warranties, or guarantees regarding financial return on investment (ROI), specific client acquisition volume, website traffic, or referral generation. Client acknowledges that advertising and positioning outcomes vary by industry and market conditions.

INTELLECTUAL PROPERTY

Client grants Company a non-exclusive, worldwide, royalty-free license to use Client’s business name, logos, trademarks, and provided media strictly for the purpose of fulfilling the Services (e.g., placing the logo on the roster, featuring the firm in the newsletter). Company retains all ownership and intellectual property rights over The Uptown Summit platform, code, website design, and publication content.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONYX FALCON GROUP, LLC, ITS OFFICERS, DIRECTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES. COMPANY’s TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York.

CONTACT INFORMATION

Onyx Falcon Group, LLC

295 Madison Avenue, 12th Floor, Suite 1038

New York, NY 10017

legal@onyxfalcongroup.com