THE GREATER GIVE, INC. MEMBERSHIP AGREEMENT
TERMS AND CONDITIONS
1.INCORPORATION
The Greater Give, Inc. (“The Greater Give”) is organized as a nonstock corporation under the laws of the State of Wisconsin. By executing this Agreement, Member consents to the form of the Articles of Incorporation and current form of Corporate Bylaws of The Greater Give, (“Corporate Documents”), copies of which Corporate Documents will be made available for review upon request by Member. Member acknowledges that the Corporate Documents may be amended from time to time in accordance with the provisions of the Corporate Documents and as law may allow. The Greater Give has filed for tax-exempt status under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and Member agrees not to engage in activities for or on behalf of The Greater Give that may adversely affect the nonprofit or tax-exempt status of The Greater Give.
2.MEMBERSHIP DUES
Upon acceptance of this Agreement by The Greater Give and payment of the appropriate dues, Member shall hold the status of Member in The Greater Give for a period of 12 months commencing on the acceptance date. Subject to the terms of Section 6, Member may renew its Member status by paying any then-current annual dues established by The Greater Give. Failure to pay annual or specially assessed dues when due shall result in termination and/or non-renewal of Member’s status. Member dues are non-refundable. The Greater Give may increase or decrease the annual dues required of Members, any increase will be applied only prospectively. All dues shall be used in furtherance of the purposes of The Greater Give.
Subject to the survival provisions of Subsection 6(d), upon expiration or termination of Member’s status as a Member in The Greater Give, all rights and privileges provided and/or granted to Member pursuant to this Agreement and/or pursuant to any policies and procedures of The Greater Give shall terminate. Notwithstanding anything in this Agreement to the contrary, the sole and exclusive remedy of The Greater Give for non-payment by Member of any dues or other fees, whether annual or specially assessed, will be termination of Member’s participation in The Greater Give.
3.DUTIES AND RIGHTS OF MEMBERS
The duties, rights, privileges and obligations of Members shall be as set forth in the Corporate Bylaws, as same may be amended from time to time in accordance with their terms, and applicable law. Unless otherwise provided in the Corporate Bylaws or required by applicable law, Member shall not be entitled to any voting rights with respect to the business or proceedings of The Greater Give.
Member identifies the designated contact and representative of Member on the first page of this Agreement. Member may change the designated representative of Member from time to time upon written notice to The Greater Give.
If Member is a consortium, association or other similar organization or otherwise has members or sponsors, the rights and privileges granted to Member as a Member shall extend only to Member, and not to Member’s members or sponsors.
4.OWNERSHIP OF INTELLECTUAL PROPERTY
Member agrees that The Greater Give shall own, and Member shall (and hereby does) assign, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored, created, contributed to, made or conceived or reduced to practice, in whole or in part, by Member during the period in which Member is affiliated with The Greater Give that relate, at the time of conception, reduction to practice, creation, derivation or development, to any of The Greater Give’s activities, advocacy, promotion of business interests, initiatives, or actual or anticipated research or development.
5.CONFIDENTIAL INFORMATION
Except as otherwise identified in writing by Member, any information Member submits or discloses to The Greater Give, including any committee or working group thereof, shall be treated as non-confidential and shall be available to all Members without restriction. Any information pertaining to the business of The Greater Give which Member submits or discloses to The Greater Give, including any committee or working group thereof, and which is marked by Member as “Confidential Information” shall be treated as Confidential information with respect to third parties, except for any portion thereof that constitutes information: (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by employees of the receiving party; or (e) generally made available to third parties by the disclosing party without restriction or disclosure. Such Member Confidential information shall be maintained by each Member in confidence with at least the same degree of care that it uses to protect its own proprietary information and in no event with less than reasonable care, and each Member that receives such Member Confidential information shall only use such Confidential information in connection with The Greater Give and the purpose for which it was submitted. In the event a Member breaches the obligation of confidentiality with respect to Confidential information of another Member, the sole and exclusive remedy of a Member shall be to seek recourse against the breaching Member and The Greater Give shall have no liability with respect to such breach.
Third parties seeking access to Member’s Confidential information that has been provided to The Greater Give must reach an agreement with Member as a condition to being provided the Member’s Confidential information. Member Confidential information will not be included in The Greater Give’s projects unless Member waives its confidentiality.
The rights and obligations set forth in this Section 5 shall expire two (2) years after the date the Member discloses or submits the Member Confidential information to The Greater Give or to any other Member.
6.TERM AND TERMINATION
Member acknowledges that The Greater Give shall have a perpetual corporate term. This Agreement shall commence on the acceptance date and will continue until the expiration of the then effective Commitment term or renewal, or until earlier terminated in accordance with the terms hereof.
Termination of Participation. The Greater Give shall have the right to terminate Member’s status as a Member for cause. The term “for cause” shall mean Member’s failure to materially comply with its obligations under this Agreement. Upon such termination, Member shall have no right to receive a refund of any previously paid dues.
Failure to Pay Annual or Specially Assessed Dues. Dues shall be as determined by The Greater Give. Member acknowledges that Member status is conferred on an annual basis and that any renewal of participation, or in the case of a special assessment, continuation of participation, is contingent upon payment of the applicable dues. If Member fails to pay the applicable annual or special assessment dues when required, as the sole and exclusive remedy of The Greater Give for such non-payment: (i) Member’s status in The Greater Give will not be renewed in the case of failure to pay the annual dues or will be terminated in the case of failure to pay the specially assessed dues; (ii) Member shall be entitled to continue participation only upon re-application to the Alliance; and (iii) Member waives any notice or process requirements in connection with such non-renewal and/or termination of participation status.
Upon expiration or termination of a Member’s status as a Member, Subsection 6(d) and Sections 4, 5, 7, 8, and 9 of this Agreement shall survive such expiration or termination.
7.DISCLAIMER OF WARRANTIES
THE GREATER GIVE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY DOCUMENTATION, INFORMATION, OR ANY OTHER ITEMS PROVIDED OR MADE AVAILABLE TO ANY MEMBER OF THE GREATER GIVE, OR WITH RESPECT TO ANY ITEM OR SERVICES PROMOTED OR ENDORSED BY THE GREATER GIVE OR ANY OTHER MEMBER OF THE GREATER GIVE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT ANY OF THE FOREGOING ITEMS DO NOT INFRINGE OR CONSTITUTE A MISAPPROPRIATION OF THE PROPRIETARY RIGHTS OF ANY THIRD PARTIES. MEMBER ACKNOWLEDGES AND AGREES THAT ALL SUCH ITEMS ARE PROVIDED OR MADE AVAILABLE HEREUNDER “AS IS.”
8.LIMITATION OF LIABILITY
The Greater Give shall not be liable to Member for any direct, indirect, incidental, consequential, special or punitive damages including, without limitation, lost profits, sustained or incurred by Member that are attributable to the actions or inactions of The Greater Give under this Agreement or Member’s participation in the Greater Give, even if advised of the possibility of such damages.
9.INDEMNIFICATION
Member shall indemnify, defend and hold harmless The Greater Give and its directors, officers, employees, representatives, agents, attorneys, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, suits, proceedings, liabilities, obligations, judgments, causes of action, costs and expenses (including reasonable attorneys’ fees) to the extent arising out of or resulting from Member’s failure to materially comply with any of its obligations under this Agreement. The Indemnified Parties promptly shall notify Member of any such claims, suits or proceedings and, at Member’s sole cost and expense, reasonably cooperate with Member in the defense of such claims, suits or proceedings.
10.BINDING NATURE AND ASSIGNMENT
This Agreement shall be binding on Member and The Greater Give and their successors and assigns. Member may not assign or otherwise transfer its interest in this Agreement, or any part hereof, whether by operation of law, change of control (including a merger, exchange of stock or otherwise) or otherwise, without the prior written consent of The Greater Give. Any assignment or transfer or attempted assignment or transfer by Member in violation of the terms of this Section 11 shall be null and void and of no force or effect.
11.MEDIA RELEASES AND USE OF TRADEMARKS AND LOGOS
The Greater Give agrees that Member shall have the right to list The Greater Give’s name and logo on Member’s website and advertising and promotion materials in accordance with guidelines to be adopted by The Greater Give. Except as provided above or as may be allowed pursuant to written instructions or guidelines issued by a party, neither party shall use the name or any trademark or logo of the other party without such other party’s prior written consent. By executing this Agreement, Member agrees that The Greater Give shall have the right to list Member’s name and logo on The Greater Give’s website and advertising and promotion materials, in accordance with written instructions and limitations provided to The Greater Give by Member.
12.SEVERABILITY
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but this Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable.
13.WAIVER
No delay or omission by Member or The Greater Give to exercise any right occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.
14.GOVERNING LAW
This Agreement, and all the rights and duties of Member and/or The Greater Give arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed and enforced in accordance with the laws of the State of Wisconsin (excluding any conflict of laws provisions of the State of Wisconsin that would refer to and apply the substantive laws of another jurisdiction).
15.RELATIONSHIP OF THE PARTIES
Nothing set forth in this Agreement shall be deemed or construed to render Member and The Greater Give joint ventures, partners, or employer and employee.
16.ENTIRE AGREEMENT; MODIFICATIONS
This Agreement, together with the Corporate Documents, sets forth the entire, final and exclusive agreement between Member and The Greater Give as to the subject matter hereof and supersedes all prior and contemporaneous agreements, under- standings, negotiations and discussions, whether oral or written, between Member and The Greater Give. This Agreement may be modified only pursuant to a writing executed by authorized representatives of The Greater Give and Members.