20.1 How This Section Applies

This Section 20 applies to every applicant to and member of the Home Care Boardroom (“Boardroom”). If anything in this Section 20 conflicts with any other part of these TOU, including Sections 3, 4, 5, 9, and 12, this Section 20 controls for Boardroom applicants and members.

20.2 Definitions

• Term: one 3-month membership period aligned with the calendar: January Term (January 1 – March 31), April Term (April 1 – June 30), July Term (July 1 – September 30), and October Term (October 1 – December 31).
• Term Fee: the amount due for one Term.
• Membership Year: the member’s first four (4) paid Terms (Terms 1–4).
• Renewal Terms: the first two (2) Terms after the Membership Year (Terms 5 and 6).
• Processing Date: the 15th day of the first month of each Term (January 15, April 15, July 15, and October 15).
• End Date: the last day of membership after a member gives notice to cancel, as set out in Section 20.12.
• Two-Member Membership: a membership for two people from the same agency (spouse, business partner, or investor). Both people are members and are each bound by this Section 20.
• Cohort: the group of members who attend Boardroom retreats and sessions together.
• Advisors: the Boardroom advisors serving at the time an application is decided.
• Location: any office or branch of a home care agency owned, in whole or in part, by an applicant or member.
• Competing Territory: defined in Section 20.3(6).

20.3 Admission, Cohort Placement, and Non-Discrimination

1. Non-discrimination. The Company does not accept, reject, postpone, or place any applicant or member, or make any membership decision, based on race, color, religion, creed, sex, pregnancy, sexual orientation, gender identity or expression, national origin, ancestry, age, disability, genetic information, marital status, military or veteran status, or any other characteristic protected by federal, state, provincial, or local law.
2. Admission requirements. Applicants are evaluated only against the following Boardroom admission requirements:
   • Ownership. The applicant is the CEO, owner, or co-owner of a home care agency (or the spouse, business partner, or investor on a Two-Member Membership).
   • Revenue. The agency has at least $2,500,000 USD in annual revenue for the most recent twelve (12) months, verified by the agency’s financial statements.
   • Good standing and compliance. The agency is in good standing and in full compliance with all applicable local, state, provincial, and federal laws and regulations, and with any franchise or organizational standards that apply to it.
   • Residence of ownership. The agency is legally owned by one or more persons who maintain a permanent residence in the United States, a U.S. territory, or Canada.
   • Operations. The agency employs at least two (2) support staff (office or administrative staff other than the owners and caregivers) and is actively accepting new clients and caregivers.
   • Application. The applicant completes the application, pays the application fee, and completes the interview.
   • Commitment. The applicant commits to the Home Care Boardroom Member Standards, including attendance, preparation, honest reporting of numbers, and confidentiality.
   • Placement. The applicant can be placed in a Cohort without a Competing Territory conflict (Section 20.3(6)–(8)).
3. Advisor vote. Admission requires the unanimous approval of the Advisors.
4. Conduct and Cohort fit. The Advisors may deny or postpone admission if they reasonably believe, based on the applicant’s conduct, communication, or business practices observed during the application process or known through professional dealings, that the applicant would not uphold the Member Standards or would harm a Cohort’s ability to work openly and honestly together. The Company records the reason for every denial or postponement.
5. Curated Cohorts. Every Cohort is curated. The Company decides which Cohort each member is placed in.
6. Competing Territories. Two members from Competing Territories will not be placed in the same Cohort. An applicant and a member are in a Competing Territory if any Location of the applicant is within twenty-five (25) miles of any Location of the member, measured in a straight line from the closest Location of each. The Company may also treat agencies more than 25 miles apart as being in a Competing Territory where their service areas, primary payer sources, or primary referral sources substantially overlap. For example, Seattle, WA and Bellevue, WA are within 25 miles of each other and are a Competing Territory; Spokane, WA and the Tri-Cities, WA are not.
7. Current member’s say. If an applicant may be in a Competing Territory with a current member of a Cohort, the Company will ask that member before placing the applicant in that Cohort. If the current member is uncomfortable, or believes the placement would limit their ability to be open and honest or to focus on growing their agency, the applicant will not be placed in that Cohort. This applies only to competition concerns. An objection based on any characteristic listed in Section 20.3(1) will be disregarded.
8. Waitlist and postponement. A qualified applicant who cannot be placed because of Cohort fit, a Competing Territory, or seat availability is placed on a waitlist for the next open seat in a Cohort where the applicant does not compete with a current member. No Term Fees are charged until the applicant is placed. While waitlisted, the applicant may request a full refund of the application fee at any time.
9. Changes after placement. A member who opens a new Location, expands their service area, or acquires an agency must notify the Company in writing before doing so where possible, and no later than thirty (30) days after. If this creates a Competing Territory within a Cohort, the Company may move a member to another Cohort.
10. Ongoing eligibility. Members must continue to meet the requirements in Section 20.3(2) throughout their membership and must notify the Company promptly of any change that affects their eligibility, including any change to the agency’s license, standing, or ownership.
11. Decisions. Admission and placement decisions are made by the Company and the Advisors and are final. The Company will tell an applicant whether a decision relates to the admission requirements, conduct and Cohort fit, a Competing Territory, or seat availability.

20.4 Application Fee

The $997 application fee is fully refunded within 7–14 days if the applicant is not accepted. If the applicant is accepted, the application fee is credited toward the applicant’s first Term Fee.

20.5 Pricing

All amounts are in U.S. Dollars and do not include credit card processing fees (Section 20.9).

20.6 Membership Year

1. Every new membership begins with a four-Term Membership Year. Paying per Term or in full changes only how the Membership Year is paid.
2. The Membership Year runs from the member’s first paid Term, not from January.
3. Leaving before the Membership Year ends is governed by Sections 20.12 and 20.13.

20.7 First Payment and Start Term

1. The first payment is processed at enrollment.
2. If the member enrolls before the current Term’s retreat, the first payment covers the current Term (Term 1).
3. If the member enrolls after the current Term’s retreat, the first payment covers the next Term (Term 1). The remainder of the current Term is onboarding at no charge.
4. The enrollment payment replaces that Term’s scheduled processing. No member is charged twice for the same Term.

20.8 Term Fee Processing

1. After the first payment, Term Fees are charged automatically on each Processing Date to the payment method on file. By enrolling, the member authorizes these recurring charges without further authorization for each transaction.
2. A Statement of Invoice is sent at least two (2) weeks before each Processing Date. A receipt is sent when each payment is processed.
3. Pay-in-full members pay once at enrollment for all four Terms of the Membership Year.
4. The grace period, retry, late fee, and collection terms in Section 3.4 apply to any Term Fee that is not successfully paid.

20.9 Payment Methods and Processing Fees

1. ACH (bank transfer) and debit card payments carry no processing fee.
2. Credit card payments carry a processing fee equal to the exact rate charged by the Company’s payment processor for that transaction, with no markup, and never more than three percent (3%) of the payment. Processing fees are charged only where permitted by applicable law and card network rules.
3. The processing fee is shown on the Statement of Invoice and on the receipt.
4. A member may change to ACH or a debit card at any time before the next Processing Date by emailing Boardroom@HomeCareOps.com.
5. Processing fees are not refundable.

20.10 Intent to Renew

1. During Term 3, the member completes an Intent to Renew form and selects: renew per Term, renew pay in full, or not renewing.
2. A member who selects “not renewing” during Term 3 completes Term 4 and owes nothing further.
3. When a member selects “renew,” the Company secures that member’s retreat seats for both Renewal Terms. A member who selects “renew” and later cancels is governed by Section 20.12 and may not cancel out of a Renewal Term Fee once it is owed under that section.

20.11 Membership After the Membership Year

After the Membership Year, membership continues from Term to Term, billed per Term, until the member cancels under Section 20.12. A pay-in-full member moves to per-Term billing unless the member elects pay in full on the Intent to Renew form, which begins a new Membership Year at pay-in-full pricing.

20.12 Cancellation

1. Notice. A member may cancel at any time by written notice to Boardroom@HomeCareOps.com. Cancellation requires at least one full Term (90 days) of notice.
2. End Date. Membership ends on the last day of the Term following the Term in which notice is received. The member keeps full access through the End Date.
3. Amounts owed. The member is responsible for every Term Fee with a Processing Date on or before the End Date. If notice is received before the current Term’s fee has processed, that fee is still processed.
4. Retreat reservations during the Membership Year. If the Company has secured the member’s retreat seat for the Term after the End Date, and has confirmed that seat to the member in writing, the End Date extends by one Term. This extension is limited to one Term, does not apply to a member who selected “not renewing” on the Intent to Renew form, and does not apply in addition to the Renewal Term seats described in Section 20.10.
5. A missed retreat or session does not reduce any Term Fee and is not refunded or credited.

20.13 Refunds

This Section 20.13 replaces Section 4 for Boardroom members.

1. Per-Term payments are not refundable.
2. Pay-in-full members who cancel under Section 20.12 receive a refund of the Term Fees for any paid Terms after their End Date (including any extension under Section 20.12(4)), subject to these limits:
   • The refund will not exceed two (2) Term Fees.
   • If the Company has secured the member’s retreat seat for any Term that would otherwise be refunded, the refund will not exceed one (1) Term Fee.
3. Refunds are issued to the original payment method within thirty (30) days of the date notice is received.
4. No refund is due to a member removed under Section 20.15.
5. The Company may waive or adjust any amount in Sections 20.12 and 20.13 at its sole discretion. A waiver for one member does not create a right to a waiver for any other member.

20.14 Cancellation Examples

These examples illustrate Sections 20.12 and 20.13. If an example conflicts with the text of this Section 20, the text controls.

Single member, Term 1 = January Term, $12,500 per Term or $50,000 paid in full. Amounts exclude processing fees. Two-Member Memberships work the same way at $15,000 per Term or $60,000 paid in full.

20.15 Member Obligations and Removal

1. By enrolling, each member agrees to:
   • sign the Home Care Boardroom Mutual Non-Disclosure Agreement before attending any Boardroom session or retreat;
   • keep confidential all information learned through the Boardroom, including other members’ identities, businesses, financials, and discussions, during and after membership; and
   • follow the Home Care Boardroom Member Standards, available at [INSERT LINK], which are incorporated into these TOU.
2. The Company may remove a member as described in the Member Standards. A removed member’s access ends immediately, no refund is due, the member remains responsible for Term Fees owed under Section 20.12, and the member’s confidentiality obligations continue.

20.16 Recordings and Use of Likeness

For Boardroom members, this Section 20.16 replaces the recording terms in Section 9 and the likeness and testimonial terms in Section 5.4:

1. The Company does not record Boardroom sessions, retreats, or Pre-Board Sessions.
2. Members may not record any Boardroom session, call, or conversation.
3. The Company will not use a member’s name, image, voice, agency information, or story in testimonials, marketing, or public materials without the member’s written permission.