This Algal Biomass Organization ("ABO") Membership Agreement (the "Agreement"), when signed by the applicant and an authorized officer of ABO, constitutes a binding contract between ABO and the individual or entity executing the signature page of this Agreement (the "Member") (ABO and the Member are collectively referred to herein as the "Parties" and each, a "Party"). ABO membership is divided into two classes within the meaning of the Washington Nonprofit Corporation Act, Wash. Rev. Code § 24.03.065: an entity Member belongs to the class of "Organizational Members" and an individual Member belongs to the class of "Individual Members." Membership rights, privileges and obligations commence when the Agreement is signed by both Parties and the applicable membership dues for the calendar year are paid by the Member (the "Effective Date") and shall continue through the end of the Membership Term (as defined in Paragraph 2).
1. MEMBERSHIP AND MEMBERSHIP DUES
The Member herby agrees to comply with all of the terms and conditions of this Agreement and such policies and guidelines governing ABO and ABO membership as specified in the ABO bylaws, and as the ABO Board of Directors may adopt and amend from time to time. The Member further agrees to promptly pay any membership dues and fees charged to the Member. In the event of nonpayment of dues the Member's membership rights and privileges may be terminated with or without notice to the Member.
Membership rights, privileges, and obligations for all members are specified in the ABO bylaws, a current copy of which may be found at http://www.algalbiomass.org. Membership benefits as of the Effective Date, which depend on membership category, are listed in Appendix B to this Agreement (the "Benefits"). Except as otherwise provided in Paragraph 2, membership dues for the Membership Term are not pro rated for Members renewing their membership who delay their renewal and are not pro rated for new Members who join in the middle of a calendar year. Membership dues for the entire Membership Term are payable in one lump sum and in advance unless another arrangement is permitted by resolution of the ABO's Board of Directors. A Member may upgrade its\her\his membership category at any time upon notice to ABO and payment of an amount reflecting the difference between the dues of the new and current membership categories, pro rated for the balance of the Membership Term. The Member may downgrade its\her\his membership upon notice to ABO. The Member will not receive a refund for downgrading its\her\his membership category before the expiration of the current Membership Term.
2. TERM AND TERMINATION
The term of the Agreement is the period beginning on the Effective Date and ending on December 31 of the current year (the "Membership Term"); The Agreement shall continue in effect for the duration of the Membership Term or until such time as the Member's membership with ABO is terminated in any of the following ways: (i) upon the resignation of the Member by written notice sent electronically to the Executive Director or to any member of the Board of Directors; (ii) for nonpayment of annual dues after the expiration of the grace period, if any, established by the ABO Board of Directors; (iii) upon dissolution of the entity holding the membership (in the case of an Organizational Member), (iv) upon death of the individual holding the membership (in the case of an Individual Member); or (v) by ABO for cause as specified in the ABO bylaws. Upon termination by either party, the Member's Benefits will cease immediately. In the event of any termination of the Member's membership, any membership dues that are then due and owing shall remain payable, and no refund shall be made of any membership dues already paid.
This Agreement will end at the expiration of the Membership Term, and will not be automatically renewed. A renewal of membership for the upcoming calendar year will be revisited on an annual basis, and ABO will provide Member an opportunity before the expiration of the Membership Term to either: (i) enter into a new membership agreement for the subsequent calendar year if ABO has adopted new terms and conditions; or (ii) if a new form of membership agreement has not been adopted by ABO, extend this Agreement for an additional calendar year by payment of the then-applicable annual membership dues in full. Members who delay in renewing their memberships shall not receive a pro rata reduction in membership dues.
4. DISCLAIMER OF WARRANTIES
ABO is not a merchant, manufacturer, or direct provider for many of the Benefits made available to Members. ACCORDINGLY AND UNLESS A VENDOR HAS AGREED OTHERWISE, ALL PRODUCTS, SERVICES, ADVICE, MERCHANDISE AND INFORMATION AVAILABLE TO MEMBERS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE ABOVE, NO WARRANTY OR GUARANTY IS GIVEN REGARDING THE COMPLETENESS, ACCURACY, RELIABILITY OR QUALITY OF ANY INFORMATION, CONTENT, DATA, SERVICE, ADVICE, PRODUCT OR MERCHANDISE PROVIDED OR AVAILABLE TO, OR PURCHASED BY MEMBERS THROUGH THE BENEFITS PROGRAM OR OTHERWISE THROUGH ITS MEMBERSHIP IN ABO.
5. GENERAL RELEASE
Each Member, for itself\herself\himself, and on behalf of any person who uses the Benefits available through ABO membership ("Membership Beneficiary"), hereby forever releases, acquits and discharges ABO from any and all liabilities, claims, demands, actions and causes of action that such Member or such Member's legal representatives may have by reason of any monetary damage or personal injury sustained as a result of or during the use of any and all Benefits available through ABO membership. The sole recourse available to a Member, Membership Beneficiary or their legal representatives shall be the cancellation of the membership.
6. NO OTHER LICENSES; RESERVATION OF RIGHTS
ABO and the Member each acknowledge and agree that, except for the rights expressly provided by this Agreement, ABO policies or any other agreement to which ABO and the Member are parties, neither ABO nor the Member grants or receives, by implication, estoppel, or otherwise, any rights under any patents or other intellectual property rights by reason of the Member's execution of this Agreement or membership in ABO. ABO reserves all rights to modify: (i) its Articles of Incorporation, bylaws, policies, and procedures; and (ii) the Benefits; without the Member's consent unless otherwise required by the Bylaws or applicable law; provided, however, ABO shall not modify the Benefits so as to decrease the Benefits attached hereto during the Membership Term unless benefits of a reasonably equivalent value are substituted. Notwithstanding anything to the contrary contained herein, the ABO may decrease Benefits at the end of a calendar year to be effective during the next calendar year, even if a Membership Term (in the case of a new Member) continues until the following December 31.
Except as otherwise explicitly required or permitted by ABO Board of Directors or this Agreement, all notices under this Agreement ("Notices") shall be delivered personally (by reputable international courier) or sent by mail, facsimile or electronic mail. Notices from the Member to ABO shall be sent to:
Algae Biomass Organization
c/o Margaret McCormick, President
P.O. Box 369
Preston, MN 55965-0369
With a copy to ABO's legal counsel at the following address:
Algae Biomass Organization
c/o Andrew T. Braff, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
701 Fifth Avenue, Suite 5100
Seattle, Washington 98104-7036
Facsimile: (206) 883-2699 (ATTN: Andrew Braff)
If Member has consented to electronic transmission of member Notices, Notices from ABO to the Member shall be sent by electronic transmission to the electronic mail address(es) or facsimile number(s) as provided in this Agreement unless a written Notice of change of such address(es)/number(s) was delivered to ABO prior to the sending of the Notices. If a Member has not consented to electronic transmission of member notices (or has revoked such consent), Notices from ABO to the Member shall be sent to the Member's address as provided in this Agreement unless a written change of address Notice was delivered to ABO prior to the sending of the Notices. All ABO Notices to the Member shall be deemed given when sent pursuant to this section.
The Member shall not assign its\her\his rights or obligations under this Agreement without the prior written consent of ABO.
9. ENTIRETY OF AGREEMENT
The terms and conditions of this Agreement and its exhibits supersede all prior oral and written agreements between the Parties with respect to the subject matter of this Agreement and shall constitute the entire agreement between the Parties with respect to the matters contained herein. This Agreement shall not be modified or amended except by writing duly executed by authorized representatives of the Parties.
10. CHOICE OF LAW AND DISPUTE RESOLUTION
This Agreement shall be interpreted, governed, and enforced under the laws of the State of Washington, without regard to its conflicts of law rules. ANY DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR CONCERNING ANY INTERPRETATION, CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS AGREEMENT, WILL BE SETTLED EXCLUSIVELY BY ARBITRATION TO BE HELD IN KING COUNTY, WASHINGTON, IN ACCORDANCE WITH THE EMPLOYMENT DISPUTE RESOLUTION RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION ("RULES"). THE ARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN A DISPUTE OR CONTROVERSY. THE DECISION OF THE ARBITRATOR WILL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S DECISION IN ANY COURT HAVING JURISDICTION. ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN THE PARTIES. EACH PARTY HEREBY ACKNOWLEDGES AN UNDERSTANDS THAT: (1) THEIR PROMISE TO RESOLVE CLAIMS BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, RATHER THAN THROUGH THE COURTS, IS CONSIDERATION FOR THE OTHER PARTY'S LIKE PROMISE; (2) THAT EACH PARTY IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE; AND (3) THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EACH PARTY'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE MEMBER'S RELATIONSHIP WITH THE ABO.