This MEMBERSHIP AGREEMENT (“Agreement”) is entered into between
NACRBO, doing business as National Association of Computer Repair Business
Owners (“NACRBO”), and the undersigned entity (“Member”).
Member agrees to be a Member of NACRBO based on the following terms and conditions:
| 1. |
DEFINITIONS |
| 1.1 |
Member means the undersigned Member. |
| 1.2 |
Members mean all NACRBO Members, including Members who may become Members
after the undersigned Member joins. |
| 1.3 |
Code of Conduct means the NACRBO standards of business practice, as in
effect and as amended from time to time, a copy of which is posted on the
NACRBO website at: www.NACRBO.com and provided to all new members. |
| 1.4 |
Confidential Information means and includes any and all information which
is only available to active members and published in the Members Only secure
area on the NACRBO website at: www.NACRBO.com. |
| 1.5 |
Contribution means a submission of information related to the computer
repair business, either orally or written for purposes of sharing with
other members. |
| 2. |
MEMBERSHIP |
| 2.1 |
Membership. Subject to the terms and conditions of this Agreement, Member
agrees to be a Member of NACRBO. |
| 2.2 |
Qualifications. The Member is an individual who either owns or works
for a company which is in the business of providing Residential and Business
computer services. Applicant must not have been convicted of any criminal
offence
(or in military service convicted by a general court martial) or
currently have any criminal charge pending. |
| 2.3 |
Support for Mission. During the term of its membership in NACRBO, the
Member expects to provide computer related services to the public. |
| 2.4 |
Member Benefits. The Member shall be entitled to the benefits provided
by this agreement. The Member shall be entitled to receive materials disseminated
to the Member, to access the web pages maintained by NACRBO, and to the
other benefits of such membership, as determined by NACRBO. |
| 2.5 |
Use of Name. The Member may publicly disclose that it is a Member of
NACRBO. However, the Member may not identify any product or service as
being sanctioned by, sponsored by or associated with NACRBO. The Member
may use the NACRBO graphics published in the Members only area of the NACRBO
website at: www.NACRBO.com on printed materials or on their website. NACRBO
shall have the right to include the Member’s name, business profile
and contact information in any lists of Members published by NACRBO and
to announce that the Member has joined NACRBO. |
| 2.6 |
Directory Listing. The Member shall be provided a user id and password
by NACRBO to permit access to the Members only area of the NACRBO website
at: www.NACRBO.com. The Member shall have the ability to securely login
into the member area of the NACRBO website and update their company profile
and contact information. The Member’s profile and contact information
will then be made available to the general public using the search features
on the NACRBO website at: www.NACRBO.com as long as the Member is active
with no outstanding membership dues owed. |
| 3. |
OBLIGATIONS OF MEMBERS |
| 3.1 |
Code of Conduct. The Member has reviewed, hereby approves and agrees
to abide by the NACRBO Code of Conduct which specifies professional behaviors
expected of all NACRBO members. Terms used in this Agreement have the same
meaning as when the same terms are used in the Code of Conduct. |
| 3.2 |
Disclosure to Clients. The Member agrees to if asked by their customer
to inform them that they are providing services on behalf of their respective
company and not on behalf of NACRBO. |
| 3.3 |
Contribution. The Member may make Contributions to NACRBO either orally
or written which may be shared with the NACRBO membership subject to approval
by NACRBO management. The Member agrees that all submissions will become
the property of NACRBO and may be shared with all NACRBO members. |
| 3.4 |
Dues and Other Fees. The Member shall pay annual dues and fees as established
by NACRBO. In addition, NACRBO may also establish reasonable additional
fees or charges for participation in meetings or for other optional membership
benefits. |
| 3.5 |
Expenses. The Member shall bear its own costs and expenses for its participation
in NACRBO, such as travel, employee compensation, and incidental expenses. |
| 3.6 |
Notification. The Member agrees to immediately notify NACRBO if they
have been convicted of any criminal offence (or in military service convicted
by a general court martial) or if they have any criminal charges pending.
If a Member is convicted of a criminal offence their membership will be
terminated immediately. If a member has criminal charges pending their
Membership will be temporarily suspended pending the outcome of such charges. |
| 4. |
INFORMATION |
| 4.1 |
Confidential Information. The Member agrees that Confidential Information
is confidential and shall be maintained in confidence with at least the
same degree of care that it uses to protect its own confidential and proprietary
information. Member will neither disclose nor distribute Confidential Information
under any circumstances. |
| 6. |
TERM AND TERMINATION |
| 6.1 |
Term. Unless terminated as provided herein, this Agreement shall remain
in full force and effect, renewing annually upon the Member’s payment
of dues. |
| 6.2 |
Termination by Member. The Member may withdraw from membership by terminating
this Agreement at any time upon the giving of written notice to NACRBO.
Member dues already paid are not refundable. Partial refunds of membership
dues will not be made by NACRBO. |
| 6.3 |
Termination by NACRBO. NACRBO may terminate this Agreement on written
notice, if Member breaches its obligation under this Agreement. Member
shall be obligated to pay dues or fees which accrued prior to the effective
date of termination. |
| 7. |
NO WARRANTY & LIMITATION OF LIABILITY |
| 7.1 |
NO WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL CONTRIBUTIONS,
SPECIFICATIONS, AND GUIDELINES PROVIDED OR RELEASED HEREUNDER TO} NACRBO
BY MEMBER OR ITS AFFILIATES OR TO MEMBER OR ITS AFFILIATES BY NACRBO OR
FROM OR TO ANY OTHER MEMBERS OR SUCH OTHER MEMBERS' AFFILIATES, ARE PROVIDED
AND RELEASED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. |
| 7.2 |
LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY MEMBERS OR NACRBO BE LIABLE
TO OTHER MEMBERS OR TO NACRBO FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. |
| 8. |
OTHER PROVISIONS |
| 8.1 |
No Transfer. The Member may not transfer or assign any of its rights
or obligations under this Agreement without the prior written consent of
NACRBO. |
| 8.2 |
Notice. The Member identified below will receive all notices and communications
under this Agreement. The Member may change their contact information by
written notice to NACRBO. 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 address provided. Notice of a breach of
this Agreement and notice of termination of this Agreement shall be given
both by express mail or by first class mail, postage prepaid, and, in addition,
by electronic mail or by facsimile. |
| 8.3 |
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 NACRBO or shall be deemed to create a partnership, joint
venture or syndicate among or between any of the Members or with NACRBO. |
| 8.4 |
Compliance with Laws. The obligations of the parties hereto shall be
subject to all laws, present and future, of any government having jurisdiction over
the parties hereto, pertaining to the Member’s participation in NACRBO. |
| 8.5 |
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 State of Virginia, excluding conflict-of-law
principles that would cause the application of the laws of any other jurisdiction. |
| 8.6 |
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. |
| 8.7 |
Amendments. This Agreement may be amended at the discretion of NACRBO.
The Member shall be given at least thirty (30) days’ prior written
notice of the effective date of an amendment. A Member shall be bound by
a duly adopted amendment, unless it elects to terminate this Agreement
and its membership in NACRBO. |
| 8.8 |
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. |
| 8.9 |
Integration. This Agreement supersedes and replaces any and all prior
representations, agreements and understandings relating to the Member’s
membership in NACRBO. |
| 9. |
EFFECTIVE DATE |
| 9.1 |
This Agreement shall be effective when it is accepted by NACRBO. |
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