This Master Membership Agreement ("Agreement") is entered into between Association for Redevelopment Initiatives ("Association"), an Illinois corporation with a place of business at 2200 E. Devon Avenue, Suite 354, Des Plaines IL 60018, and ____________________(“Member") having a place of business at ___________________ (YOUR COMPANY NAME AND ADDRESS).
The terms of this Agreement shall apply to each content license granted by Association to Member. Each such content license shall be pursuant to this agreement (in the case of general Corporate Membership content) or an executed service schedule ("Service Schedule"), which becomes a part of this Agreement upon execution, and all references to the Agreement herein include all executed
2. PURPOSE OF MEMBERSHIP
2.1. It is the mission of the Association to promote the redevelopment of blighted and underutilized properties through collaborative and accountable market driven solutions.
ARI is built on the notion of providing an open forum for the exchange of ideas and opportunities through networking, professional development, publications and web-based applications. All with one goal in mind — to enable our diverse members to participate, learn and contribute to a greater vision: that collaborative and accountable market-driven solutions lead to redevelopment initiatives that have the highest economic, environmental and societal value.
In addition to its presence on a national level, the Association hosts local events through its Chapters. ARI hosts events that foster better private-public partnerships; aimed to uncover opportunities for brownfield redevelopment, providing online tools for municipalities and developers and developing online solutions to better market existing inventories.
The Association is at the intersection of private, academia and public sectors and is creating many new tools and initiatives specifically designed to meet the very diverse needs of its members.
3. MEMBERSHIP TYPE DESCRIPTIONS AND QUALIFICATIONS
3.1. Individual Membership is open to all lawful corporations, partnerships, sole proprietorships, business practitioners, public entities and employees of recognized institutions of higher education, regardless of their primary function. Membership benefits include: 24/7 intranet access to the Members Only section of the Association website; applicable Member discounts on Association’s sponsored events (for all employees of applicant business or corporation); monthly E-newsletters as well as all other Member benefits for a period of one year. Employees of Member’s parent, sister or subsidiary companies operating under a different name are not eligible and must apply for a separate Membership.
3.2. Group Membership in the Association is open to all lawful corporations, partnerships, public entities and recognized institutions of higher education regardless of their primary function, including but not limited to companies whose primary function is the development and marketing of properties (industrial, commercial, including office and retail, residential), consultants, law firms, academic departments, suppliers to the trade and other types of organizations. Group Membership entitles the applicant individual or business to 24/7 access for up to the number of licensed designated users — including the applicant to the Members Only section of the Association's website. Employees of Member’s parent, sister or subsidiary companies operating under a different name are not eligible and must apply for a separate Membership.
3.3. Affiliated Membership is open only to members in good standing at pre-approved nonprofit organizations. Please check with the Executive Director for the most current list of affiliated organizations, and the benefits available to affiliate members.
3.4 Sponsoring Organizations (Supporting & Sustaining). Regardless of their contribution to Association, Sponsoring Organizations are eligible for up to five (5) individual memberships. Additional individual memberships may be requested by contacting the Executive Director.
4. MEMBERSHIP DUES
4.1 Membership dues for the current year are due immediately upon signing this Agreement. Should Member wish to modify its Membership level, Member may do so by notifying the Association at least thirty days (30) in advance of the next billing date by e-mail. Should Membership be terminated for violation of this Agreement, or if Member cancels its Membership for any reason, no dues will be refunded, and any dues already paid or billed shall be due. The Association reserves the right to change Membership dues and benefits at any time. (See member type descriptions above in Section 3.)
> $350 Private Sector
> $300 Public Sector)
> Starting at $1,200 for Private Sector
> Starting at $950 for Public / Nonprofit Sector
> Available only to members in good standing, of a select number of other nonprofit organizations in the industry.
> Please contact the Executive Director for the current list of organizations, and how your organization may benefit from this affiliate program.
5. TERM AND RENEWALS
5.1. The initial term begins when payment is received and membership is activated by Association ("Effective Date"), and ends approximately 12 months after start date (depending on renewal cycle). Approximately ninety (90) days before the end of the initial term or any renewal term, Association will issue an invoice to Member for renewal of Member's Path To Purchase Association membership for an additional 1-year term, at Association's then current rate for annual dues, payable upon receipt. Upon Member's timely payment of such invoice, and Association's acceptance of such payment, Member's membership shall renew for an additional 1-year term. Association may, in Association's sole discretion, accept or reject any late payment of membership renewal dues. Any late payment of annual dues shall not extend the next renewal term beyond its normal expiration date if dues were timely paid.
6.1. Member agrees to pay Association the license fees and all other fees due under this Agreement. Unless stated otherwise in the applicable Service Schedule, all fees are payable in full upon execution of this Agreement or an applicable Service Schedule, and are non-refundable. Any amounts not paid when due shall accrue interest from the date when due until paid at the rate of twelve percent (12%) per annum or the highest rate allowed by law, whichever is less. In addition to all applicable license and other fees, Member shall pay all sales, use, GST, withholding, customs, value-added and similar taxes or levies resulting from this Agreement, including any taxes with respect to the Content, excluding taxes based on Association's net income. Association shall not be obligated to continue to provide Member with use or access to the Content while Member is not current in payment of both: a) all required fees under this Agreement; and (b) all required fees under any other agreement or Service Schedule with Association.
7.1. This Agreement confers only the right to access and use the Content while this Agreement and the specified license are in effect subject to the terms and conditions set forth herein. It does not convey any rights of ownership in or to the Content. All right, title, and interest in the Content or any portion thereof, including, without limitation, all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential or proprietary information and all modifications (including all ideas and know how) to and derivative works based upon the Content constitutes and will remain the property of Association or Association Management Company. Member shall not take any action to jeopardize, limit or interfere with Association's ownership of and rights with respect to the Content.
8. LICENSE GRANT
8.1. Association grants Member a limited, nonexclusive, nonsublicensable, nontransferable license to remotely access and use the content, software and/or data identified in this Agreement and in any applicable Service Schedule (collectively, "Content") via the Internet solely: (a) by employees of Member for Member's own internal business operations or, in the case of data or reports generated from software, for use with Member's customers; (b) in accordance with the terms, conditions and restrictions set forth herein and in any applicable Service Schedule ; and (c) solely for purposes permitted by any applicable law, including any laws regarding the export of data or software from the United States.
8.2. Member shall not allow any outside consultants, third party retailers, customers, the press/media, related companies of Member, or any other third party to: (a) download, disassemble, decompile or otherwise reverse engineer any software components of the Content; (b) distribute, sell, rent, lease, or otherwise provide or disseminate all or any part of the Content to any third party; (c) use the Content for commercial time-sharing, rental, or service bureau use or grant any rights in or access to the Content in any form to any other person or entity; (d) transfer the Content or any right to use the Content to any third party; or (e) remove any product identification, proprietary, confidentiality, copyright or other notices placed upon or contained in the Content.
8.3. The license granted to Member does not include the right to use or disseminate the trademarks, logos, artwork, images, or graphics of Association or third parties contained in the Content in any manner that is likely to cause confusion as to the source, affiliation, ownership and/or sponsorship thereof.
8.4. Member shall not permit, and Association may deny, access to the associated Content by more than the identified number of licensed users of Member. Member shall be responsible for all activities that occur in connection with the Passwords or accounts of a user of Member. Member shall immediately notify Association of any unauthorized uses of any Content or any other breach of security regarding the Content of which it becomes aware. Member shall use commercially reasonable efforts to prevent any such breaches of security regarding the Content, any other conduct interfering with the operation of the Content and/or attempting to obtain personal or system information.
8.5. Association may, at its sole discretion, improve, enhance, modify or change the Content at any time. Association may suspend or cease offering the Content to Members of Association at any time, and Member's sole remedy for same shall be a pro-rata refund of license fees previously paid to Association by Member.
8.6. Member shall provide Association with only accurate and current information with respect to the Content. Member shall not (a) misrepresent its identity or those of its Content users; or (b) misrepresent the origin of any content obtained from or disseminated through any of the Content. Neither shall Member use or disseminate any information in connection with its use of the Content that is disparaging, inappropriate or offensive.
8.7 In further consideration for the license provided by Association to Member herein, Member hereby licenses Association to use, display and disseminate the publicly available promotional, product, packaging, advertising, point of purchase, photographs, marketing and/or other materials of Member appearing on its website or otherwise available on the Internet or in the marketplace, and the like, including but not limited to the trademark and copyright rights thereto, as part of the Content.
9.1. This Agreement and each license granted hereunder, unless otherwise agreed, will remain in effect unless and until terminated by mutual agreement of the parties or as set forth in this Agreement or the applicable Service Schedule. Upon termination of this Agreement for any reason, all licenses granted to Member shall terminate.
9.2. Either party may terminate a Service Schedule or this Agreement if the other party commits any material breach of such Service Schedule or the Agreement, respectively, (including the obligation to pay amounts due hereunder) and fails to cure such breach within thirty (30) days following written notice of such failure. Association may terminate this Agreement and any associated Service Schedule in the event that Member commits any material breach of Member’s Membership Agreement and fails to cure such breach within thirty (30) days following written notice of such failure.
9.3. Except as otherwise provided herein, upon the effective date of any license termination, Member shall cease accessing and using the Content provided under such license and return to Association all copies of the Documentation. This requirement applies to all copies in any form, partial or complete, and whether or not merged into other materials.
9.4. The following Sections shall survive termination of this Agreement for any reason: Section 6.2 (License Restrictions); Section 7 (Payments); Section 8 (Ownership); Section 9 (Confidential Information); Section 10 (Indemnity); Section 11.2 (Disclaimer of Warranty); Section 12 (Limitation of Liability and Exclusivity of Remedies); Sections 13.3 (Termination); and Section 14 (General Terms).
10. GOOD FAITH
10.1. Member represents and warrants that Member is joining the Association in good faith, for the sole purpose of supporting the mission of the Association as stated herein and/or on the Association website, and Member attests that all information provided on its application above is true and correct. Should it be found that Member has misrepresented its intentions as stated on Member's application for Membership with the Association, or intentionally misused or disclosed information distributed to Members by the Association, Member agrees without contest or exception that Association shall be entitled to cancel Membership and Member forfeiture of any dues already paid or the payment of actual damages, including the costs and expenses necessitated to bring litigation to recover such damages.
11. CONFIDENTIAL INFORMATION
11.1. Member acknowledges that the Content and its documentation are the proprietary, non-public, confidential information of Association. Member acknowledges that it has not and will not provide Association with any information that Member considers to be the confidential information of Member and/or any third party. Member agrees to hold the Content and its documentation in confidence and to take commercially reasonable steps to ensure that the Content and its documentation are not disclosed or distributed in violation of the terms of this Agreement. These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no act or omission of Member; or (b) is already rightfully known to Member without nondisclosure obligations before it received such information from Association. Member may disclose the Content and its documentation to the extent required by law pursuant to a subpoena, court order or other similar process or governmental requirement; provided, however, that prior to any such compelled disclosure, Member shall (to the extent permitted by applicable law) give the Association reasonable advance notice of any such disclosure and shall cooperate with the Association in protecting against any such disclosure and/or obtaining a protective order.
12.1. During the term of this Agreement, Association will defend, indemnify, and/or settle at its own expense during the term of the applicable Service Schedule any action brought against Member by a third party to the extent based on a claim that the Content delivered by Association infringes a copyright or misappropriates a trade secret right of the third party,. This obligation is subject to Member: (a) notifying Association promptly in writing of the claim; (b) giving Association the exclusive control of the defense and settlement thereof; (c) providing reasonable assistance necessary to perform Association's obligations hereunder; and (d) Member not exceeding the authorized scope of use of the Content permitted pursuant to the Agreement.
12.2. Association shall have no liability for (and Member shall at Member's sole expense indemnify and/or settle and, at Association's option, defend) any claim based on: (a) the combination, operation, or use of the Content furnished under this Agreement with software, data, equipment or networks not provided by Association; and/or (b) use of the Content if the Content is modified by any party other than Association without Association's prior written consent, to the extent the alleged infringement is caused by such modification.
12.3. Subject to the Member obligations of Section 10.1, in the event use of the Content becomes, or in Association's reasonable opinion is likely to become, the subject of a claim of infringement as outlined in Section 10.1. Association may, at its option and expense: (a) obtain the continuing right to use the Content; or (b) modify the Content or Documentation or replace it with a functional equivalent so that it no longer infringes; or if neither is reasonably practical, (c) terminate the license with respect to the allegedly infringing Content and refund the unamortized portion of the license fees paid for the remaining period of such Term license for the infringing Content.
12.4. This Section 10 states Association's entire liability and Member's exclusive remedy with respect to any claim of intellectual property infringement or misappropriation.
12.5. Except for Association's indemnification obligations hereunder, Member will defend, indemnify, and/or settle, at its own expense, any claims, demands, liabilities, actions, suits or proceedings asserted or claimed against Association by any third party that arises out of Member's use of the Content in violation of any of the terms of this Agreement. This obligation is subject to Association's: (a) notifying Member promptly in writing of the claim; and (b) giving Member the exclusive control of the defense and settlement thereof; and (c) providing reasonable assistance necessary to perform Member's obligations hereunder.
13. LIMITED WARRANTY AND DISCLAIMER OF WARRANTY
13.1. Association represents and warrants that, (a) as of the Effective Date, it has the right and authority to enter into and to grant the license set forth in this Agreement; and (b) the Content will operate substantially in accordance with the functional requirements set forth in its documentation, if any. While Association makes reasonable efforts to ensure the accuracy and availability of the Content, Association does not warrant that the data portions of the Content are accurate, that Member's use of the Content will be uninterrupted, that the operation of the Content will be error free, or that the Content will achieve the results intended by Member. Association does not warrant use of the Content via the Internet or via telecommunications lines or any network over which Association has no direct control.
13.2. THIS IS A LIMITED WARRANTY, AND IT IS THE ONLY WARRANTY MADE BY Association. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Association AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. NO DEALER, AGENT, OR EMPLOYEE OF Association IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE LICENSE GRANTED UNDER THIS AGREEMENT TO MEMBER DOES NOT INCLUDE THE RIGHT TO USE OR DISSEMINATE THE TRADEMARKS, LOGO, ARTWORK, IMAGES AND GRAPHICS OF THIRD PARTIES CONTAINED IN THE CONTENT IN ANY WAY THAT IS LIKELY TO CAUSE CONFUSION AS TO THE SOURCE, AFFILIATION, OWNERSHIP AND/OR SPONSORSHIP THEREOF. THE THIRD PARTY TRADEMARKS AND LOGOS THAT APPEAR IN THE CONTENT ARE OWNED BY THEIR RESPECTIVE COMPANIES WHICH ARE NOT AFFILIATED IN ANY WAY WITH Association. ACCESS TO SUCH THIRD PARTY CONTENT IS BEING PROVIDED TO YOU ON AN "AS IS" BASIS AND YOUR USE THEREOF IS STRICTLY AT YOUR OWN RISK. NONE OF THE CONTENT IS WARRANTED TO BE FREE FROM ERRORS. INCLUSION OF ANY PRODUCT INFORMATION DOES NOT IMPLY THAT Association OR OASIS IN ANY WAY #PONSOR OR ENDORSE THAT PRODUCT.
13.3. The Content may contain links to other websites. Association does not control or endorse these third party sites and shall not be responsible for their availability, content, delivery of service or liability arising from accessing any third party sites and/or the content appearing thereon.
14. LIMITATION OF LIABILITY AND EXCLUSIVITY OF REMEDIES
14.1. For any breach of the warranty set forth in Section 11 above, Member's exclusive remedy and Association's entire liability shall be limited to the provision of error corrections for, or replacement of, as soon as practicable, any Content, Content component or media.
14.2. OTHER THAN FOR A BREACH OF SECTION 6.2: i) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE OR LOSSES RESULTING FROM BUSINESS DISRUPTION, TRADING OR EXECUTION LOSSES, COMPLIANCE FAILURES OR DAMAGE TO SYSTEMS OR DATA (INCLUDING THE COST OF RECOVERING SUCH SYSTEMS OR DATA), WHETHER IN AN ACTION FOR CONTRACT OR TORT, STATUTORY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY FOR DAMAGES ARISING UNDER THIS AGREEMENT EXCEED THE GREATER OF THE THE AMOUNTS PAID OR PAYABLE TO Association OVER THE PRIOR TWELVE MONTH PERIOD UNDER THIS AGREEMENT AND ANY APPLICABLE SERVICE SCHEDULE AND TEN THOUSAND DOLLARS.
15. GENERAL TERMS
15.1. Notices. Any notices (including address change notices) will be in writing delivered personally, by certified class mail (return receipt requested), or by prepaid express courier and are effective upon receipt. Notices will be addressed to Association and to Member at the respective address set forth in this Agreement and to the attention of the individuals executing this Agreement.
15.2. Assignment. Association may assign this Agreement, and all rights and obligations under this Agreement, upon notice to Member and only to an assignee that is capable of performing Association's obligations under this Agreement. Member may not assign, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Association.
15.3. Waiver. The waiver by a party of a breach of this Agreement shall not be effective unless in a writing executed by such party and shall not be construed as a waiver of any subsequent breach of the same or any other provision, nor shall any delay or omission by a party to exercise any of its rights or remedies operate as a waiver of any right or remedy.
15.4. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, USA, without giving effect to any choice of law that would result in the application of the laws of any other jurisdiction. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Illinois, and both parties hereby submit to the personal jurisdiction of such courts.
15.5. Force Majeure. Except for the payment of monies due hereunder, neither party shall be liable for any delay or failure to perform to the extent due to causes beyond its reasonable control.
15.6. Severability. In the event that any provision of this Agreement is found invalid or unenforceable, it shall be enforced to the maximum extent possible so as to fulfill the intent of the parties or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement and the remainder of this Agreement shall remain in full force and effect.
15.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document. Facsimile signatures shall be acceptable and shall have the same force and effect as originals.
15.8 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.#4.9. Entire Agreement. This Agreement constitutes the complete agreement between the parties with respect to any Content and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in a writing signed by an authorized representative of each party. No term or condition contained in Member's purchase order or other document will apply.
15.9. Injunctive Relief. Both parties agree that any violation or threatened violation of Section 6.2 ("License Restrictions"), Section 8 ("Ownership"), and Section 9 ("Confidential Information") of this Agreement will cause irreparable injury to the other party for which monetary damages would not be an adequate remedy and that each party will be entitled to obtain injunctive relief (without the necessity of posting a bond) in addition to any other damages or equitable relief for any breach of the above.
15.10. The undersigned signatory of Member certifies that he/she is an officer, director, executive or employee of Member, that Member meets the criteria noted herein, and that she/he has authority to enroll said business in the Association and to incur liability for Membership dues as established herein.