- All references to the Responsible Computing program in this application shall be deemed to refer to the Responsible Computing program of Object Management Group, Inc., a 501(c)(6) tax-exempt organization (“OMG”), which operates pursuant to its bylaws (the “Bylaws”).
- By submitting below, you (“Member”) agree that this membership agreement (“Agreement”) represents a binding contract between Member and OMG and (i) commits Member’s organization to comply with such rules and policies as OMG’s Responsible Computing program (the “Program”) may from time to time adopt (subject to Sections 2.3 and 3.7 below), and (ii) commits OMG to comply with the Bylaws, as they may be amended in accordance with those bylaws.
- Member will enjoy the rights and benefits, and be subject to the duties, established from time to time for Program members only (see Section 2.2 below). Membership in the Program is renewable on the anniversary of initial application (unless Member has made a longer-term commitment). Members are expected to comply with all applicable laws and regulations, including U.S. laws regarding antitrust.
- As a program of OMG, the Program shall operate in a manner consistent with OMG’s purposes and tax-exempt status, subject to the terms of the Bylaws. The activities of the Program, and Member’s participation in the Program, do not constitute the activities of a separate association or establish a partnership among Program members.
2.0 MEMBERSHIP RIGHTS AND OBLIGATIONS
- Generally. Member agrees to pay the annual fees established for its Membership Level, as these may be amended from time to time by the Program Steering Committee (the “Steering Committee”). Dues are yearly and payment is required upon signing (to activate membership) and upon the effective date of renewal. OMG will bill Member for dues in advance by written invoice, and payment will be due within thirty (30) days of mailing. No refunds of Membership fees or other payments will be given.
- Relation to OMG. For clarification, membership in the Program does not establish Member as a member of OMG and, except as may be expressly provided in OMG’s own policies and procedures, does not give Member any rights or privileges of an OMG member, or grant Member any ownership rights in or (except as set forth herein) any other rights with regard to the Program.
- Suspension and Termination. The Steering Committee may suspend or terminate the membership of Member as follows:
4.1 Failure to Renew Membership. If Member fails to pay owed dues within sixty (60) days after a written notification of delinquency is delivered to Member, the Steering Committee by majority vote may elect either to suspend Member or terminate its membership.
4.2 Resignation. If Member provides written notice of resignation to the Program, its membership is terminated fifteen (15) days from the date that written notice is received by the Program.
4.3 Violation of Policies or Duties of Membership. If the Steering Committee unanimously (except for the Steering Committee voting member appointed by Member) finds that Member—after Member has had notice and opportunity to be heard on the issue—has violated any material provision of the Bylaws, this Agreement, or other Program policies or procedures.
4.4 Member’s Dissolution. If Member dissolves, its membership will be deemed terminated as of the dissolution date unless transferred to a successor (pursuant to section 2.5 of the Bylaws).
4.5 No Refund. If Member is terminated, it shall not receive any refund of dues already paid for the current dues period regardless of the basis for termination.
- Authority to Form Agreement. The person entering into this Agreement on behalf of Member hereby represents, warrants and covenants to the Program that (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; (b) entering and performing this Agreement does not and will not violate any agreement to which Member is a party or by which it is otherwise bound; and (c) when executed and delivered or otherwise accepted by the Member, this Agreement will constitute a legal, valid and binding obligation of Member, enforceable in accordance with its terms.
- No Other Licenses. By entering this Agreement, Member neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of OMG, the Program or another member, except as expressly provided in the P&Ps (e.g., the Initiative’s right to use the Member’s name to indicate the Members’ participation in the Program).
- No Warranty. EACH PARTY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL SERVICES AND INFORMATION PROVIDED TO OR BY OMG (OR THE PROGRAM) IS PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND OMG AND MEMBER EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH SERVICES AND INFORMATION.
- Limitation of Liability. IN NO EVENT WILL EITHER OMG OR MEMBER BE LIABLE TO THE OTHER OR TO ANY OTHER PROGRAM MEMBER OR THIRD PARTY, UNDER THIS AGREEMENT OR IN CONNECTION WITH SUCH MEMBER’S MEMBERSHIP IN THE PROGRAM, FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, 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. EXCEPT FOR MEMBER’S DUES COMMITMENT, OR IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR WHERE REQUIRED BY APPLICABLE LAW, OR AS OTHERWISE AGREED IN WRITING, THE AGGREGATE LIABILITY OF OMG (INCLUDING ITS PROGRAM) TO MEMBER AND TO OTHER PARTIES, AND OF MEMBER TO OMG, TO OTHER PROGRAM MEMBERS OR TO OTHER PARTIES, SHALL NOT EXCEED THE PAST 12 MONTHS’ MEMBERSHIP FEES PAID BY THE MEMBER TO THE PROGRAM.
- Governing Law. This Agreement shall be construed and controlled by the laws of the Commonwealth of Massachusetts without reference to conflict of laws principles. If any claim or dispute between the parties is not resolved by good faith negotiations, any suits or proceedings pursued by either party shall be brought in the Federal or state courts located in Massachusetts, to whose jurisdiction each party hereby submits.
- Complete Agreement; No Waiver. This Agreement, including all attachments, sets forth the entire understanding of OMG and Member and supersedes all prior agreements and understandings relating hereto, unless otherwise stated in this Agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
- Amendment. All amendments to this Agreement or to any P&Ps enacted by the Program shall be effective upon their stated effective date. Member shall be given at least thirty (30) days prior written notice of the effective date of an amendment to this Agreement, and of any change to P&Ps, rules, or fees, whether new or amended, that is in accordance with the P&Ps and that directly and materially affects adversely any of the rights or obligations applicable to Member (each of the foregoing, an “Amendment”). If Member does not agree to an Amendment that was so approved, then Member shall provide written notice to the Program of such disagreement prior to the end of the 30-day notice period. If the parties are not able to reach a mutually acceptable accommodation (for example, the parties agree to a phase-in of the Amendment, the Program determines to withdraw, suspend or modify the Amendment, or the Program grants Member a waiver or variance), this Agreement and Member’s membership in the Program shall terminate automatically upon expiration of the 30-day notice period, unless Member elects to withdraw by written notice on an earlier date. Amendments shall be prospective only, unless otherwise agreed to by Member and the Program. No termination or withdrawal pursuant to this paragraph will entitle Member to a refund of Membership dues or other fees, all of which are nonrefundable.
- No Rule of Strict Construction. Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect.
- Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but collectively shall constitute one and the same instrument.
- Compliance with Laws. Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Program and Member shall be subject to all laws, present and future, of any government having jurisdiction over the Program and Member including, without limitation, all U.S. export and re-export laws and regulations. It is the intention of the Program and Member that this Agreement and all referenced documents shall comply with all applicable laws and regulations.
- Headings. The Program and Member acknowledge that the headings to the sections hereof are for reference purposes only and shall not be used in the interpretation of this Agreement.
- Assignment. Program Membership is non-transferable, non-salable and non- assignable, but Member may transfer its current Membership to a successor of substantially all of its business or assets, whether by merger, sale or otherwise, subject to the requirements of Section 2.5 of the Bylaws.
- Force Majeure. Neither the Program nor Member shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
- Logos and Names. You grant the Program the right to use your organization’s name and logo on the OMG and the Program websites and on related marketing materials, solely to indicate your membership in the Program. As long as you remain a member in good standing, you may use the Program’s name and logo, in the format and with the notices provided or requested by the Program, solely to indicate your membership in the Program.