Infrastructure Masons Member Agreement
THIS INFRASTRUCTURE MASONS MEMBER AGREEMENT SETS FORTH THE TERMS THAT GOVERN YOUR MEMBERSHIP WITH INFRASTRUCTURE MASONS, INC. (“iMASONS”) AND IS EFFECTIVE ONCE YOU CLICK “I AGREE”. Upon your completion of this agreement, you (“You” or “Member”) hereby agree that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, these terms govern your membership with the iMasons.
[IF YOU DO NOT AGREE TO THESE TERMS DO NOT CLICK THE “I AGREE BUTTON”]
- TERM & TERMINATION.
- Term. This Agreement will take effect upon the Effective Date and will remain in effect until terminated by either party.
- Termination by Member. Membership is voluntary and members are free to terminate their membership at any time by notifying iMasons in writing and ceasing to participate in iMasons meetings.
- Termination by iMasons. iMasons reserves the right to terminate membership at any time without notice.
- The iMasons may periodically change the Terms of this Agreement without notice to you, so please check this Agreement from time to time. You agree to review this Agreement periodically, so that you are aware of any modifications.
- Incorporation of Policies and Bylaws. You agree to comply with the iMasons code of conduct, policies and bylaws, as they may be amended from time to time. Failure to comply with any of the foregoing may result in termination of your membership.
- Effect of Termination. In addition to the “Miscellaneous” section below, the provisions concerning Contributions of Material, Confidentiality and Access, No License, warranty, termination, and governing law will survive the termination of this Agreement.
- CONTRIBUTIONS OF MATERIAL.
- You are not expected to provide any materials to the iMasons as a member, but you may voluntarily do so at a work group meeting or in response to a request for submissions of ideas or public chat or forum for example. Your “contributions” means such past, present, and future contributions of ideas, whether in written or in oral form that may include text, images, recordings, videos and any documentation, submitted voluntarily by you in any manner to the iMasons.
- All Contributions become the property of the iMasons, which it may use, or license others to use, the Contributions in any manner whatsoever, at any time, and in any and all media now known or hereafter invented, including but not limited to print, broadcasting, and online media. Further, if the Member voluntarily participates in any filmed or recorded session while participating with the iMasons he or she also grants the iMasons right and permission to photograph, film, record and portray Member’s name, voice, actions, and likeness, and to modify, edit, use, and reproduce all resulting works, (which works will also be “Contributions” as used herein).
- You hereby grant to the iMasons a non-exclusive, worldwide, irrevocable, royalty free, perpetual, transferable license to use, reproduce, display, prepare derivative works of, sublicense, and distribute (internally and externally) anything submitted to the iMasons that is not owned by the iMasons as a result of Section 2(b) for whatever reason.
- Confidentiality. Members acknowledge their membership is limited to certain digital infrastructure professionals and to maintain the integrity and open-forum nature of the group, information shared within the iMasons shall be treated with professional courtesy and never be used or disclosed outside of the context or spirit of collaboration. Members shall take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of iMasons or other Members Confidential Information. Confidential information shall include, but not be limited to intellectual property, trade secrets, business plans, financial information, products, services, know-how, technical information, source code, object code, pricing, customer lists and the names and contact details of iMasons Members.
- Intellectual Property Rights. iMasons content and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed by the iMasons and subject to copyright and other intellectual property rights under the United States and foreign laws and international conventions.
- Access. Members may have exclusive access to certain proprietary materials created by the iMasons, and acknowledge that distribution of those materials shall not be made available to non – Members or used in contravention of the purposes of the iMasons.
- No License. Nothing in this agreement is intended to grant or confer any rights to iMasons intellectual property, whether patent, copyright, trademark, or any other form of intellectual property.
- Maintain Accurate Profile. Member acknowledges that iMasons categorizes Members based on their role in the industry (ie. End User, Partner, etc.) determined by how they answer certain questions during the on-line “Join” dialog. Consistent with the iMasons Membership Policy, iMasons may also assign Members levels and degrees (ie. 1st Degree Master, 3rd Degree Fellow, etc.), also based on the answers to these questions. Member’s answers to these questions are stored and maintained in the Member’s profile, available to Member through the iMasons website. Member agrees to answer the questions accurately and to keep the information in the profile up-to-date. In particular, in the event Member’s job or role in the industry changes, Member agrees to inform iMasons by updating their profile information within 30 days.
- RELATIONSHIP OF THE PARTIES. No joint venture, partnership, employment, or agency relationship exists between the iMasons and Member as result of this Agreement.
- NO WARRANTY. All confidential information is provided “as is”. Neither the iMasons nor You make any warranties, express, implied or otherwise, regarding the accuracy, completeness, or performance of its confidential information.
- INDEMNIFICATION, ASSUMPTION OF RISKS AND RELEASE OF LIABILITY – PARTICIPATION IN IMASON ACTIVITIES. To the extent permitted by law, iMasons disclaims any and all liability related to Member’s attendance and participation in any event held, hosted or sponsored by iMasons. In consideration of iMason’s allowing Member to attend events held, hosted or sponsored by iMason, Member agrees to the terms of this Agreement including this indemnification and release of liability. Member agrees to assume and accept all risks arising out of, associated with or related to participation in the events held, hosted or sponsored by iMasons, including those related to Member’s consumption of alcohol, even though such risks may have been caused, in whole or in part, by the negligence of the event organizer or iMasons. By signing this Agreement, Member agrees to release, discharge and agrees to defend and indemnify iMasons, it’s officers, directors and agents (the “iMason Parties”) from all claims and liability for any loss or damage in any way connected with Member’s participation in the events and meetings held, hosted or sponsored by iMasons. This release includes claims and causes of action for injury, wrongful death, property damage from any type of negligent act or failure to act during Member’s participation in or traveling to or from this activity and will defend and hold harmless iMasons Parties for, from and against such claims and causes of action. In the case of accident, illness or other incapacity, Member understands and acknowledges that Member must pay medical or other expenses.
- MISCELLANEOUS. This Agreement sets forth herein the entire agreement between iMasons and Member with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the parties. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance. If any provision or any portion of this Agreement is construed to be illegal, invalid or unenforceable, such provision or portion thereof shall be deemed stricken and deleted from this Agreement to the same extent and effect as if it were never incorporated herein, but all other provisions of this Agreement and the remaining portion of any provision that is construed to be illegal, invalid, or unenforceable in part shall continue in full force and effect. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of Nevada. All actions or claims related to or associated with this Agreement will be brought solely in the federal or state courts located in Las Vegas, Nevada, and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts. Member may not assign or otherwise transfer this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement.
Member acknowledges that Member is at least 21 years of age, has read this Agreement and has executed it voluntarily, and agrees that this Agreement will be binding upon Member, their heirs, administrators and representatives, in the event of Member’s death or incapacity.