1.1 Bylaws means the Foundation's corporate bylaws, as in effect and as amended from time to time.
1.2 Member means the undersigned Member.
1.3 Members mean all members of the Foundation.
1.4 Membership Marks means those names, symbols, designs, or combinations thereof adopted by the Foundation from time to time and provided to its Members for use solely to indicate that the Member meets the professional standards of the Foundation, including, but not limited to, the mark "Global Green."
1.5 Confidential Information includes but is not limited to, discoveries, ideas, concepts and know-how relating to the Foundation's operations; business plans; membership lists; marketing concepts; proprietary ideas and concepts; trademarks; flow charts; data; computer programs; disks; marketing plans, and other technical, financial or business, and/or organizational information among other things, all of which are considered proprietary, confidential, trade secret information valuable to the Foundation.
2.1 Membership. Subject to the terms and conditions of this Agreement and the Bylaws, the Member agrees to become a Member of the Foundation and to comply fully with all requirements for such membership.
2.2 Qualifications . The Member shall satisfy, and continue to satisfy, the professional standards for the pest control industry as established from time to time by the Foundation and to pay all fees as established from time to time by the Board of Directors.
2.3 Member Benefits. The Member shall be entitled to the benefits provided by this Agreement and the Bylaws. The Member shall be entitled:
- to use the Membership Marks (including the mark "Global Green") under the terms of this Agreement and the Bylaws;
- to participate in Foundation meetings;
- to receive materials disseminated to Members;
- to access the World Wide Web pages maintained by the Foundation (if any); and
- to other benefits of such membership, as determined by the Board of Directors.
2.4 Use of Name. Pursuant to Section 5 below, the Member may publicly disclose that it is entitled to use the Global Green designation. The Foundation shall have the right to include the Member's name in any lists of Members published by the Foundation and to announce that the Member has joined the Foundation and has qualified for Global Green status.
3. OBLIGATIONS OF MEMBERS
3.1 Bylaws. The Member has reviewed, hereby approves and agrees to abide by the Bylaws. Terms used in this Agreement have the same meaning as when the same terms are used in the Bylaws.
4. LIMITED LICENSE
3.2 Dues and Other Fees. The Member shall pay dues, fees and other assessments as established from time to time by the Board of Directors of the Foundation.
3.3 Expenses. The Member shall bear its own costs and expenses for its participation in the Foundation and the Global Green program.
3.4 Antitrust Policy. The Member agrees to comply with all applicable antitrust laws pertaining to the Member's participation in the Foundation. Nothing in this Agreement shall be construed to require or permit conduct that violates any applicable antitrust law.
3.5 Regulatory Compliance. The Member agrees to not engage in a continuous pattern of willful and intentional violations of or showing disregard for state and federal laws and regulations.
3.6 Indemnification. The Member shall indemnify and hold the Foundation (and its officers, directors and agents) harmless against any and all claims of any kind relating to the operation of the Member's business, including, but not limited to, claims of negligence or intentional misconduct in connection with the providing of services or products to customers.
3.7 Confidential Information. The Member agrees that Confidential Information of the Foundation shall be maintained in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances.
3.8 Audit. The Member agrees that the Foundation may audit the records of the Member Foundation or otherwise request information from the Member to assure the Member's compliance with this Agreement, including, but not limited to, the Member's compliance with the professional standards of the Foundation. The Foundation shall not have access to any records other than those necessary to assure the Member's compliance with this Agreement; all information obtained by the Foundation shall be maintained in the confidence.
4.1 Grant of License. The Member is granted and agrees to be bound by a limited license to use the mark "Global Green" solely to indicate membership in the Foundation. The Foundation hereby grants to Member the non-exclusive right and license to use the Membership Marks (including "Global Green") during the term of the Member's membership in the Foundation solely for the purpose of identifying the Member as a member of the Foundation and solely for so long as the Member meets the professional standards as may be established from time to time for the Global Green designation. Member acknowledges the Foundation's ownership of the Membership Marks, and agrees that it will do nothing inconsistent with such ownership and that all use of the Membership Marks by the Member shall inure to the benefit of the Foundation.
5. TERM AND TERMINATION
4.2 Limitations of Use of Membership Marks. The license granted herein is not assignable for any purpose whatsoever and the Member hereby recognizes that it has no title whatsoever to the Membership Marks other than a mere license to use the same as provided in this Agreement. Upon expiration or termination hereof, Member agrees to immediately discontinue all uses of the Membership Marks, to remove at its own expense all signs bearing any of the Membership Marks and to erase or obliterate any Membership Marks from advertising, including the Member's website, used by the Member. The Member agrees that it shall use only the then-current approved version of the Membership Marks, and, if used in advertising, the Membership Marks shall be clear, distinct, and legible. The Member agrees not to use the Membership Marks in a manner that would suggest or imply that any event, program, product, or service of Member is a product or service of, or is endorsed, or sponsored by the Foundation.
4.3 Rights of Foundation. All rights in the Membership Marks and the goodwill associated therewith shall at all times remain the property of the Foundation. Member shall cause to appear on or within all advertising, promotional or display material bearing any Membership Mark, notice of the Foundation's proprietary rights in any applicable Membership Mark as specified from time-to-time by the Foundation. Without limiting the foregoing, Member shall use the symbol ® with all federally registered Membership Marks. Member shall not acquire, by virtue of this Agreement or the Member's membership in the Foundation any right, title or interest in or to the Membership Marks, other than the non-exclusive right and license to use the same in the manner provided herein.
4.4 Protection of Membership Marks. Member acknowledges and agrees that its right to use the Membership Marks shall be limited to the scope of the license granted herein. Member acknowledges and agrees that the obligations imposed on Member by this Agreement are unique, and that the breach of any such obligation would injure the Foundation; that such injury is likely to be difficult to measure, and that monetary damages, even if ascertainable, are likely to be inadequate compensation for such injury. Therefore, Member acknowledges and agrees that protection of the Foundation's interest in the Membership Marks would require equitable relief, including injunctive relief, in addition to any other remedy or remedies the Foundation may have at law or under this Agreement. Member does hereby accept the license to display the Membership Marks upon the terms and conditions herein set forth, it being understood that, any other provision of this Agreement not withstanding, in the event of a breach by Member of any condition or provision herein relating to the Membership Marks, the Foundation shall have the unqualified right to terminate this license immediately upon written notice to Member and to file suit for injunctive and monetary relief under state and federal law.
4.5 Termination of License. The license to use the Membership Marks shall automatically terminate, without notice from the Foundation, and the right of Member to use the Membership Marks shall immediately cease in the event that the Member's membership in the Foundation expires or is terminated for any reason pursuant to the procedures of this Agreement or the Bylaws. However, the Foundation may, at its sole discretion, permit the Member to continue to use the Membership Marks if in the judgment of the Foundation the renewal of the Member's status as a member of the Foundation appears imminent. In the event of termination of the license granted herein, Member shall forthwith surrender the negatives, positives, prints, mats or dyes of the Membership Marks in the Member's possession or control to the Foundation.
5.1 Term. Unless terminated as provided herein, this Agreement shall remain in full force and effect, renewing annually upon the Member's payment of dues.
6. DISPUTE RESOLUTION
5.2 Termination by Member. The Member may withdraw from membership by terminating this Agreement at any time upon the giving of written notice to the Board of Directors. Member shall be obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination.
5.3 Termination by Global Green. The Foundation may terminate this Agreement on written notice, if the Member breaches its obligation under this Agreement or the Bylaws (including, but not limited to, failing to maintain professional standards as established from time to time by the Foundation). However, unless this Agreement or the Bylaws provides otherwise, the Foundation shall first give Member written notice and thirty (30) days' opportunity to cure the breach prior to the effective date of the termination.
5.4 Compliance Committee. Should the grounds for a proposed termination be the alleged failure of the Member to meet professional standards of the Foundation (so as to remain qualified to use the Global Green designation), the Member shall have an opportunity (prior to the effective date of the termination) to contest the termination before a Compliance Committee to be established by the Board of Directors.
6.1 Termination For Failure to Meet Professional Standards. If pursuant to Section 5.4 a Compliance Committee recommends termination of the Member for failure to meet professional standards, the Member shall have the right to seek review of the Compliance Committee's decision before an arbitrator appointed by JAMS in Fairfax County, Virginia. The demand for review by the arbitrator must be made within thirty (30) days of the date the Compliance Committee issues its decision recommending termination. The Member shall be solely responsible for all costs associated with such review. The decision of the arbitrator shall be final and binding as between the Member and the Foundation.
7. OTHER PROVISIONS
6.2 Other Disputes. Any and all disputes between the Member and the Foundation (other than as addressed in Section 6.1) and any and all disputes between Members of the Foundation relating to the Global Green program, shall be resolved by binding arbitration in Fairfax County, Virginia under the rules of JAMS. The prevailing party in such arbitration shall be entitled to its reasonable attorneys' fees. The costs of the arbitration shall be borne equally by the parties.
6.3 Limitations on Liability. In no event shall the termination of the Member's membership or the revocation of the license set forth in Section 4 of this Agreement (with or without reason or cause) subject the Foundation (or any of its officers, directors, employees or agents) to a suit, counterclaim, or judgment for damages of any kind.
7.1 No Transfer. The Member may not transfer, assign or sublicense any of its rights or obligations under this Agreement without the prior written consent of the Foundation. Any attempted transfer in violation of this Section is null and void.
8. EFFECTIVE DATE
7.2 Notice. The Member designates the representative identified below for the purpose of receiving notice under this Agreement. The Member may change the designated representative by written notice to the Foundation. If the Member fails to designate a representative, notice may be sent to the Member at its address stated below. Any notification made under this Agreement shall be deemed delivered on the next business day following it being sent by electronic mail, by facsimile, by express mail or by courier, or three (3) days after being sent first-class mail, postage prepaid, addressed to the Member's designated representative at the address provided.
7.3 No Joint Venture. Nothing contained in this Agreement and no action taken by the Member shall be deemed to render the Member an employee, agent or representative of the Foundation or any other Member or nor shall any action be deemed to create a partnership, joint venture or syndicate among or between any of the Members with the Foundation.
7.4 Governing Law. This Agreement shall be governed by and construed under, and the legal relations among the parties hereto shall be determined in accordance with, the laws of the Commonwealth of Virginia, excluding conflict-of-law principles that would cause the application of the laws of any other jurisdiction.
7.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect; and a substitute, valid, and enforceable provision most nearly reflecting the original intent shall be developed in place of the invalid provision.
7.6 Amendments. This Agreement may be amended on a nondiscriminatory basis by the affirmative vote of at least two-thirds (2/3) of the Board of Directors. The Member shall be given at least thirty (30) days' prior written notice of the effective date of an amendment, and amendments shall be prospective only. A Member shall be bound by a duly adopted amendment, unless it elects to terminate this Agreement and its membership in the Foundation.
7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
7.8 Integration. This Agreement supersedes and replaces any and all prior representations, agreements and understandings relating to the Member's membership in the Foundation, except the Bylaws.
7.9 Authority. The Member represents and warrants that it is authorized to enter into this Agreement. The undersigned person represents and warrants that he/she is authorized to sign this Agreement on behalf of the Member.
8.1 This Agreement shall be effective when it is accepted by the Foundation.