This MEMBERSHIP AGREEMENT (“Agreement”) is entered into between ACRBO, doing business as Association of Computer Repair Business Owners (“ACRBO”), and the undersigned entity (“Member”). Member agrees to be a Member of ACRBO based on the following terms and conditions:
| 1. | DEFINITIONS |
| 1.1 | Member means the undersigned Member. |
| 1.2 | Members mean all ACRBO Members, including Members who may become Members after the undersigned Member joins. |
| 1.3 | Code of Conduct means the ACRBO standards of business practice, as in effect and as amended from time to time, a copy of which is posted on the ACRBO website at: www.ACRBO.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 ACRBO website at: www.ACRBO.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 ACRBO. |
| 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 ACRBO, 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 ACRBO, and to the other benefits of such membership, as determined by ACRBO. |
| 2.5 | Use of Name. The Member may publicly disclose that it is a Member of ACRBO. However, the Member may not identify any product or service as being sanctioned by, sponsored by or associated with ACRBO. The Member may use the ACRBO graphics published in the Members only area of the ACRBO website at: www.ACRBO.com on printed materials or on their website. ACRBO shall have the right to include the Member’s name, business profile and contact information in any lists of Members published by ACRBO and to announce that the Member has joined ACRBO. |
| 2.6 | Opt-In. By signing up, you agree to receive information and offers and are opting-in to email communications from ACRBO and contributing vendors. |
| 3. | OBLIGATIONS OF MEMBERS |
| 3.1 | Code of Conduct. The Member has reviewed, hereby approves and agrees to abide by the ACRBO Code of Conduct which specifies professional behaviors expected of all ACRBO 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 ACRBO. |
| 3.3 | Contribution. The Member may make Contributions to ACRBO either orally or written which may be shared with the ACRBO membership subject to approval by ACRBO management. The Member agrees that all submissions will become the property of ACRBO and may be shared with all ACRBO members. |
| 3.4 | Dues and Other Fees. The Member shall pay annual dues and fees as established by ACRBO. In addition, ACRBO 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 ACRBO, such as travel, employee compensation, and incidental expenses. |
| 3.6 | Notification. The Member agrees to immediately notify ACRBO 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 ACRBO. Member dues already paid are not refundable. Partial refunds of membership dues will not be made by ACRBO. |
| 6.3 | Termination by ACRBO. ACRBO 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} ACRBO BY MEMBER OR ITS AFFILIATES OR TO MEMBER OR ITS AFFILIATES BY ACRBO 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 ACRBO BE LIABLE TO OTHER MEMBERS OR TO ACRBO 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 ACRBO. |
| 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 ACRBO. 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 ACRBO or shall be deemed to create a partnership, joint venture or syndicate among or between any of the Members or with ACRBO. |
| 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 ACRBO. |
| 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 ACRBO. 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 ACRBO. |
| 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 ACRBO. |
| 9. | EFFECTIVE DATE |
| 9.1 | This Agreement shall be effective when it is accepted by ACRBO. |
