Terms and Conditions
You must read the terms and conditions below before continuing with the signup process.
THE GREEN GRID ASSOCIATION INDIVIDUAL MEMBERSHIP AGREEMENT
NOTICE -- READ BEFORE CLICKING
CAREFULLY READ THE TERMS AND CONDITIONS OF THIS INDIVIDUAL MEMBERSHIP AGREEMENT (THE "AGREEMENT") BY AND BETWEEN YOU AND THE GREEN GRID ASSOCIATION (THE "ASSOCIATION" OR "THE GREEN GRID"), AND FILL IN ALL REQUIRED FIELDS BEFORE CLICKING "I AGREE." CLICKING "I AGREE" INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, BY THIS REFERENCE, THE BYLAWS OF THE ASSOCIATION, WHICH ARE INCORPORATED INTO AND MADE A PART OF THIS AGREEMENT. PLEASE REVIEW the bylaws (LOCATED AT [INSERT LINK]) PRIOR TO CLICKING "I AGREE." AFTER CLICKING "I AGREE," YOU MAY REQUEST A COMPLETE COPY OF THIS AGREEMENT, INDICATING THAT YOU HAVE BEEN ACCEPTED FOR MEMBERSHIP, BY CONTACTING THE ASSOCIATION'S ADMINISTRATORS. If You do not agree to any of the terms or conditions of this Agreement OR the Bylaws, do not click to agree, and You will not be granted membership in The Association.
By clicking "I AGREE" below, You are agreeing to the following:
1.1 "Affiliate" shall have the meaning defined in The Green Grid Association Bylaws.
1.2 "BOD" means the Board of Directors as defined in The Green Grid Association Bylaws.
1.3 "Bylaws" means The Green Grid Association Bylaws adopted, approved, and amended by the BOD.
1.4 "Draft Specification" shall have the meaning defined in The Green Grid Association Bylaws.
1.5 "Individual Member" or "You" (or any variation of "You") shall mean the individual who clicks to agree to this Agreement to become an individual member of the Association. The terms "Individual Member" and "You" do not mean a "member" as that term is defined under ORS 65.001(28) since the Association shall not be deemed to have members as defined under the Oregon Nonprofit Corporation Act. You and other Individual Members shall not be identified in the Bylaws as a "Member;" provided, however, that in the event of a conflict between the terms of this Agreement describing Individual Membership and the terms of the Bylaws describing Membership, the terms of this Agreement describing Individual Membership shall prevail.
1.6 "Membership" means the state of being an Individual Member as defined in the Bylaws.
1.7 "Specification" shall have the meaning defined in The Green Grid Association Bylaws.
2. Individual Member Benefits and Responsibilities
2.1 Support for The Green Grid Association Bylaws. During the term of your Individual Membership in the Association, you plan to support the development and application of systems, apparatus, devices, procedures, processes, materials, software, metrics and other structures and data relating to data center power management and business computing ecosystems that will implement and comply with the Specifications adopted and released by the BOD in accordance with this Agreement and the Bylaws. However, nothing in this Agreement shall obligate you to manufacture, sell, or use products complying with the Specification or preclude the use of alternate or competing specifications.
2.2 Individual Member Benefits. You shall be entitled to the benefits provided by this Agreement and the Bylaws. You shall be entitled to participate in the General Meetings of the Association (except for any portion of such meetings where Draft Specifications are disclosed or discussed), to receive materials disseminated to Individual Members by the Association, to access web pages and other communication channels developed and maintained by the Association for use by Individual Members, to vote on all matters upon which Individual Members are entitled to vote, and to all other benefits of Membership as an Individual Member, as may be determined from time to time by the Association.
2.3 Use of Name. You may publicly disclose that you are an Individual Member of the Association. However, you may not identify any of the systems, apparatus, devices, procedures, processes, materials, software, metrics and other structures and data relating to data center power management or business computing ecosystems as being sanctioned by, sponsored by or associated with the Association, or compliant with a Specification, unless in accordance with policies and procedures that may be established by the Association. The Association shall have the right (but not the obligation) to include Your name in any lists of Members published by the Association and to announce that You have joined the Association.
2.4 Ban on Individuals Employed by Members or Affiliates of Members. You acknowledge and agree that You are not an employee of any existing Member or of any Member Affiliates. Should You become an employee of a Member or a Member's Affiliate, then Your Individual Membership and this Agreement shall immediately and automatically terminate, without prior notice to You.
2.5 Bylaws. You agree that you have had adequate opportunity to review and obtain independent legal advice regarding the Bylaws, and You hereby agree to abide by the terms and conditions of the Bylaws. Terms used in this Agreement, without definition, have the same meaning as when the same terms are used in the Bylaws. In the event of a conflict as to the meaning of any such term, the meaning in the Bylaws shall have precedence.
2.6 Contributions. You acknowledge that your rights as an Individual Member do not include the right to make Contributions to any Specification generated by the Association.
2.7 Dues and Other Fees. You shall pay dues, fees and other assessments, as established from time to time by the Association and the BOD.
2.8 Expenses. You shall bear Your own costs and expenses incurred in connection with Your Individual Membership in the Association, such as travel and incidental expenses.
3. Intellectual Property
3.1 Ownership. You acknowledge and agree that each Member and Individual Member shall retain ownership of all worldwide rights, titles, and interests in its trade secrets, copyrights, trademarks, patents and other intellectual property, subject to the licenses granted herein.
3.2 Patents. You acknowledge and agree that pursuant to the terms hereof, You are not entitled to any patent licenses from Members or Individual Members of the Association nor will You be required, pursuant to Your Individual Membership, to grant any licenses in Your patents, if any, to Members or Individual Members of the Association.
3.3 No Right to Participate in Specification Development or Review Draft Specification. You acknowledge and agree that pursuant to Your Individual Membership, You shall not be entitled to participate in any manner in the Association's development of Specifications, including, but not limited to, participation in the review of Draft Specifications.
3.4 Copyrights. You grant and agree to grant to other Members, Individual Members and the Association a worldwide, irrevocable, nonexclusive, nontransferable (except as otherwise provided in the Bylaws or this Agreement), sublicensable, royalty-free copyright license to reproduce, create derivative works of, distribute, display, and perform any copyrightable materials that You may contribute to the Association by virtue of Your participation in the activities of the Association (provided, however, that You may not make Contributions to any Specification, pursuant to Section 2.6). Subject to Section 3.1, the Association shall own all right, title, and interest in the compilation of copyrightable works contributed to the Association in the furtherance of its purpose, including but not limited to Specifications and related works. Upon the release of a Specification that has been finally adopted by the BOD, the Association grants and agrees to grant You a worldwide, nonexclusive, royalty-free copyright license to reproduce, distribute, and display the Specification and the contributions of any and all Members for the purpose of developing and promoting systems, apparatus, devices, procedures, processes, material, software, metrics and other structures and data complying with the Specification. This does not, however, act in any way to grant You any patent licenses in Necessary Claims of any Member. It is further acknowledged, however, that You will not have the right to create derivative works of the Specification or of any Member contributions.
3.4.1 Copyright Notices. Any publication of a Specification shall contain an appropriate copyright notice as determined by the Association from time to time. Additionally, public references to the Specifications shall attribute authorship to the Association to the extent appropriate and practical.
3.4.2 Survival. The licenses granted under this Section 3 shall survive termination of Your participation and Individual Membership in the Association.
3.5.1 The Green Grid Trademarks (Standard Character Mark and Logo). The Association currently has full right, title, and interest in each of The Green Grid trademarks. The Association may grant You a worldwide, nonexclusive, royalty-free, nontransferable (except as provided in Section 8.7 of this Agreement and the Bylaws) right, without the right to sublicense, such trademarks pursuant to a separate agreement signed by You and the Association. This Agreement does not grant you any such right or license. However, nothing in this Agreement limits Your right to display The Green Grid trademarks in a nominative or referential manner if and as permitted without a license under applicable law. You agree that You shall not use The Green Grid trademarks in a manner that derogates from the Association's rights in The Green Grid trademarks, nor take any action that will interfere with or diminish the Association's rights in The Green Grid trademarks, either during the term of this Agreement or thereafter. You agree that all use of The Green Grid trademarks will inure solely to the benefit of the Association. You may not use The Green Grid trademarks in any way as an endorsement or sponsorship of You or Your goods or services, if any, by the Association.
3.5.2 Attribution. On all items, including without limitation all products, packaging, technical documentation, brochures, advertisements, press releases, promotions, and other marketing materials, bearing or using The Green Grid trademarks, You will include the following legend in the same manner in which You use Your own trademarks, if any:
"'The Green Grid' and The Green Grid logo are licensed trademarks of The Green Grid Association in the U.S. and other jurisdictions."
3.5.3 Quality. You agree to use reasonable efforts to maintain the quality of Your products and services, if any, used in conjunction with The Green Grid trademarks at a level that meets or exceeds industry standards and is at least commensurate with the quality of similar products and services previously distributed or provided by You, if any.
3.6 No Implied Licenses. Except as expressly provided by the Bylaws and in this Agreement, no other rights are granted or received hereunder by implication, estoppel or otherwise. All rights not expressly granted are reserved.
3.7 Enforcement by the Association. The Association shall have the primary responsibility for enforcing any intellectual property rights of the Association and for enforcing compliance with the terms of any Membership agreement by any Member or Individual Member upon notice to the Members and/or Individual Members. You agree to cooperate with the Association's, Members' and Individual Members' reasonable requests in safeguarding the intellectual property of the Association.
4.1 Confidentiality and Nondisclosure. All contributions or copyrightable submissions made by Members and where permitted by the Board, Individual Members, shall be considered nonconfidential and nonproprietary information, regardless of any markings to the contrary included thereon or related thereto draft white papers and other publications, Draft Specifications and Specifications approved, but not yet released, shall be considered confidential information of the Association (hereafter referred to as "Confidential Information"). You agree not to disclose Confidential Information, except as otherwise provided for under the terms and conditions of the Bylaws or this Agreement. Unless the BOD determines otherwise, this obligation of confidentiality will expire five (5) years from the date of disclosure of such Confidential Information hereunder. Confidential Information shall not include any information that is: a) in the public domain other than by the recipient's breach of a duty; b) rightly received from a third party without any obligation of confidentiality; c) rightfully known to the recipient without any limitation on use or disclosure prior to its receipt from the disclosing party; d) independently developed by employees of the recipient without breach of the terms of this Agreement; e) disclosed as required by law to comply with applicable laws or regulations, or with a valid order of a court or other governmental body of the United States, provided a protective order is sought to minimize the required disclosure; f) made public by direction of the BOD; or g) inherently disclosed in the marketing or sale of a product or service.
4.2 Survival. The obligations of this Section 4 shall survive termination of this Agreement.
4.3 Residuals. Any party shall be free to use the Residuals of Confidential Information for any purpose including use in the development, manufacture, marketing and maintenance of its products and services, subject only to the obligations herein with respect to disclosure of such Confidential Information. The term "Residuals" means Confidential Information in nontangible form that may be retained in the unaided memories of individuals who have had rightful access to such Confidential Information under this Agreement. However, this Section 4.3 shall not be deemed to grant to any party a license under any other party's copyrights, maskworks, patents or other intellectual property rights.
4.4 Independent Development. This Agreement and the terms of confidentiality hereunder shall not be construed to limit Your right to independently develop or acquire products or technology, including similar or competing products or technology, without the use of the Association's Confidential Information or other Members' or Individual Members' confidential information, and without breach of the terms of this Agreement.
5. Term. Unless terminated as provided herein and except as otherwise provided herein or in the Bylaws, the provisions of this Agreement shall remain in full force and effect for a period of one (1) year from the date you click to agree to this Agreement, and shall renew automatically upon Your payment of annual dues for successive one- (1-) year terms, unless either party indicates in writing its intent not to renew prior to the start of any such renewal term, or unless You fail to pay Your annual dues.
6. Withdrawal and Termination of Your Individual Membership
6.1 Your Withdrawal. You may withdraw from Individual Membership in the Association at any time upon giving sixty (60) days' written notice (the "Withdrawal Notice") to the Secretary of the Association or the BOD. The sixtieth (60th) day after receipt of the Withdrawal Notice by the Secretary of the Association or the BOD is referred to herein as the "Effective Date of Withdrawal." You shall be obligated without proration to pay dues, assessments, or fees, which accrued prior to the Effective Date of Withdrawal.
6.2 Termination of the Individual Membership by Association. The Association may terminate for cause Your status as an Individual Member and Your rights under this Agreement and the Bylaws on written notice, if You breach Your material obligations under this Agreement or under the Bylaws, provided that You have been provided written notice (the "Termination Notice") and thirty (30) days to cure the breach. If You fail to cure the breach within thirty (30) days following receipt of the Termination Notice, Your status as an Individual Member and Your rights under this Agreement shall immediately terminate. The date of termination in accordance with the immediately preceding sentence is referred to herein as the "Effective Date of Termination." You shall be obligated to pay dues, assessments, or fees that accrued prior to the Effective Date of Termination.
6.3 Termination upon Dissolution. This Agreement shall immediately and automatically terminate upon the dissolution of the Association, without notice to You.
6.4 Termination upon Individual Member becoming an Employee of a Member or an Affiliate of a Member. This Agreement shall immediately and automatically terminate, without notice to You, in the event that You become an employee of a Member or an Affiliate of a Member.
6.5 Survival. The following Sections shall survive termination (whether by Individual Member or Association) or expiration of this Agreement: Sections 1, 2.3 (second sentence), 2.5, 2.8, Section 3, Section 4, Sections 6.1, 6.2, 6.4, 6.5, Section 7, and Section 8.
7. Warranty Disclaimer; Limitation of Liability
7.1 Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 7.3, ALL MATERIAL, INFORMATION, AND LICENSES PROVIDED TO YOU BY THE ASSOCIATION HEREUNDER (INCLUDING WITHOUT LIMITATION ALL SPECIFICATIONS) AND ALL MATERIAL, INFORMATION AND LICENSES PROVIDED TO THE ASSOCIATION BY YOU, ARE PROVIDED ON AN "AS IS" BASIS, WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, CONTRACTUAL OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. FURTHERMORE, NO WARRANTY OR REPRESENTATION IS MADE OR IMPLIED RELATIVE TO THE VALIDITY OR ENFORCEABILITY OF ANY PATENT LICENSED HEREUNDER, OR RELATIVE TO FREEDOM FROM INFRINGEMENT OF ANY THIRD PARTY PATENTS.
7.2 Exclusion of Damages. IN NO EVENT WILL YOU, THE ASSOCIATION, OR ANY OTHER MEMBER BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF THIS AGREEMENT, INCLUDING BREACH OF WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
7.3 Limitation of Liability. IF, AT ANY TIME, ANY LIABILITY ARISES FROM OR BY VIRTUE OF THIS AGREEMENT, AND THE PROVISIONS FOR EXCLUSION OF DAMAGES UNDER SECTION 7.2 OF THIS AGREEMENT DO NOT APPLY, AND WHETHER SUCH LIABILITY IS DUE TO THE ASSOCIATION'S OR ANOTHER MEMBER'S NEGLIGENCE, YOU AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE ASSOCIATION OR ANY OF ITS MEMBERS FOR ANY CLAIMS, LOSSES, OR DAMAGES INCURRED BY THE ASSOCIATION OR ANY MEMBER EXCEED $10,000. THIS LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE; SHALL APPLY EVEN IF THE ASSOCIATION AND MEMBERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIMS, LOSSES, OR DAMAGES; AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY OTHER REMEDIES POSSESSED BY YOU OR ANY THIRD PARTIES. THIS LIMITATION OF LIABILITY REFLECTS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE ASSOCIATION IN VIEW OF THE NATURE OF THIS TRANSACTION; PROVIDED, HOWEVER, THAT THIS SECTION 7.3 SHALL NOT APPLY TO LIMIT OR WAIVE ANY REMEDY OTHERWISE AVAILABLE TO ANY PARTY FOR INJURY SUFFERED OR TO BE SUFFERED BY THAT PARTY AS A RESULT OF ANOTHER PARTY'S BREACH OF SECTION 3 AND/OR 4 OF THIS AGREEMENT.
7.4 Covenant. YOU COVENANT THAT YOU SHALL NOT SUBMIT A CONTRIBUTION, INFORMATION, OR OTHER MATERIAL THAT YOU KNOW VIOLATES THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER MEMBER OR THIRD PARTY.
8.1 No Other Licenses. Except for the rights expressly provided by this Agreement, You do not grant or receive, by implication, or estoppel, or otherwise, any rights under any patents or other intellectual property rights.
8.2 Governing Law. This Agreement shall be construed and controlled by the substantive laws of the State of Oregon, U.S.A., without regard to conflict-of-laws principles.
8.3 Not Partners. Individual Members and the Association, Members and other Individual Members are independent parties and are not employees, partners, or joint venturers of or with each other with respect to the subject matter of this Agreement. While the Association may select an entity to handle certain administrative tasks for it, no third party is authorized to make any commitment on behalf of the Association.
8.4 Complete Agreement; Amendment. This Agreement sets forth the entire understanding of the parties and supersedes and replaces all prior agreements and understandings between You and the Association relating hereto in their entirety. No modifications or additions to or deletions from this Agreement shall be binding unless accepted in writing by an authorized representative of each party hereto.
8.5 Publicity. You may not make any statement on behalf of the Association, without the prior approval of the BOD.
8.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, 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 Assignment. You may not transfer, assign, sublicense or otherwise delegate any of Your rights or obligations under this Agreement without prior written consent of the Association. Any attempt to transfer, assign, sublicense or otherwise delegate any of the rights or obligations under this Agreement without the prior written consent of the Association shall be void. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties' permitted assigns and successors.
8.8 No Obligation to Enforce. Nothing contained in this Agreement shall be construed as imposing on You any obligation to institute any suit or action for infringement of any of Your intellectual property rights, or to defend any suit or action brought by a third party which challenges or concerns the validity of any of Your intellectual property rights licensed under this Agreement, or to file any patent application or to secure any patent or maintain any patent in force.
8.9 No Waiver. The waiver by any party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
8.10 Compliance with Export Laws. You agree to comply with all U.S. export laws in connection with the marketing, sale and distribution of products and services based on any Specification of the Association, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State.
8.11 Force Majeure. No party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of material or supplies or any other cause beyond the control of such party (a "Force Majeure"), provided that such party gives the other party written notice thereof promptly and, in any event, within thirty (30) days of discovery thereof, and uses good faith efforts to so perform or cure. In the event of such a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure, but not in excess of six (6) months.
8.12 Third-Party Beneficiaries. Subject to Section 3.7, the parties acknowledge and agree that each of the Members and Individual Members is an intended third-party beneficiary to this Agreement.
8.13 Compliance with Antitrust Laws. You acknowledge that Members and Individual Members are committed to fostering competition in the development of new products and services based on the work product of The Green Grid Association. You further acknowledge that You may compete with Members and other Individual Members and in various lines of business and that You will comply with all applicable antitrust laws pertaining to Your Individual Membership in the Association. Without limiting the generality of the foregoing, You acknowledge that You will not discuss issues relating to product costs, product pricing, methods or channels of product distribution, any division of markets, or allocation of customers or any other topic that should not be discussed among competitors where such discussion would constitute a violation of antitrust or other applicable competition law. Accordingly, the Association hereby assumes responsibility to provide appropriate legal counsel to its representatives acting under this Agreement regarding the importance of limiting their discussions to subjects that relate to the purposes of the Agreement, whether or not such discussions take place during formal meetings, informal gatherings, or otherwise. Furthermore, You consent to the disclosure of Your name as an Individual Member of the Association, for the purpose of permitting the Association to invoke the protection of the National Cooperative Research and Product Act of 1993 (15 U.S.C. §4301, et seq.).