Membership Agreement
This Membership Agreement (this “Agreement”) is made by and between the Brand Safety Institute, Inc. (“BSI”), with a principal address of 20595 Holyoke DR, Ashburn, VA 20147, and the Customer identified in the online Order Form (also referred to a “you”) (each, a “Party”).
BY CLICKING THE ACCEPT BUTTON, YOU AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT AND THIS AGREEMENT SHALL BECOME EFFECTIVE (THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED IN WHICH CASE BSI WILL PROMPTLY CANCEL AND/OR NOT PROCEED WITH MEMBERSHIP.
1. MEMBERSHIP
a. Membership in BSI affords you certain benefits, which may be made available by BSI from time to time and is subject to change at any time. Such benefits may include access to the BSI member forum to share best practices and discuss the evolving brand-safety landscape; the BSI platform with case-studies, research and brand safety tools; the BSI Registry where BSI certified “Brand Safety Officers” are listed; and the BSI newsletter with details about the brand safety news and BSI activities.
b. BSI reserves the right to reject any request for membership for any reason, at its sole discretion, in which case you will be entitled to a prompt refund of any fees paid to BSI.
c. You acknowledge and agree that to become a member of BSI and maintain that membership you must pay a fee annually, as set forth in Section 6 of this Agreement. Additionally, BSI may offer additional products and services from time to time, such as training courses and certification opportunities, which can be purchased by you for additional fees.
d. Use of your personal information will be governed by BSI’s Privacy Policy, as amended from time to time, which can be found here: https://www.brandsafetyinstitute.com/privacy.
e. Your use of online services provided by BSI, such as an online member forum, will be governed by terms of use for such services. Violation of such terms of use may lead to restriction or removal of your access to such online services.
2. TRAINING
a. Subject to Section 2(b) below, as a BSI member, you have the right, but not the obligation, to purchase access to the then available training courses set forth in the Order Form (“Trainings”). All Training courses shall be accompanied by training materials provided by BSI (the “Training Materials”). BSI may, in its sole discretion, also provide you with the opportunity to purchase access to the then available Training Materials on a stand-alone basis. The time period in which you shall have access to Trainings and/or Training Materials shall be specified on BSI’s website, but in no event shall ever be longer than twelve (12) months.
b. You acknowledge and agree that in order to access Trainings and/or Training Materials you must at all times be a member in good standing with BSI.
3. CERTIFICATION
a. Subject to Section 3(b) – (e) below, as a BSI member, you have the right, but not the obligation, to seek the certification associated with the selected certification program(s) identified in the Order Form (“Certification Program(s)”).
b. You acknowledge and agree that to participate in Certification Program(s), including becoming certified, maintaining your certification and renewing your certification, you must: (i) comply with any applicable then-current terms and conditions associated with the selected Certification Program(s), which may include but are not limited to Training(s) and examination(s) (“Certification Program Terms”); (ii) pay the applicable certification fee identified on the Order Form (“Certification Fee”); (iii) pay the amount set forth on the Certification Renewal Statement prior to the expiration of the certification, as set forth in the Certification Program Terms and/or the Order Form (“Certification Validation Period”); and (iii) maintain your good standing as a member of BSI. You acknowledge and agree that the Certification Validation Period is subject to change at the conclusion of the Certification Validation Period and/or at renewal by BSI in its sole discretion.
c. BSI reserves the right to withhold or deny certification to any individual who does not meet the certification criteria set forth in the Certification Program Terms.
d. Upon meeting all of the Certification Program Terms and being deemed certified by BSI, you agree to have your name, employer and applicable certification associated with the Certification Program listed in the official BSI Registry. You will be removed from the BSI Registry if you no longer meet the requirements set forth in the Certification Program Terms, you are no long a member in good standing of BSI or in the event of termination of this Agreement.
e. You acknowledge and agree that any participation in a Certification Program does not guarantee that you will achieve certification or be entitled to use any the BSI Certification Mark(s) associated with the Certification Program. BSI expressly disclaims any representation or warranty that your enrollment in a Certification Program and payment of the applicable fee will result in your certification in such Certification Program, and BSI shall not be liable to you, or any third party, for any damages or losses, such as loss of sales or profits, as a result of your failure to become certified in any Certification Program. For the avoidance of doubt, if you fail to comply with any applicable Certification Program Terms, you will not be qualified to become certified in the applicable Certification Program.
4. BSI INTELLECTUAL PROPERTY.
a. Upon showing that you meet all of the relevant requirements outlined in the applicable Certification Program Terms, and upon receipt of notice from BSI that you have achieved certification in such Certification Program, BSI hereby grants, and you hereby accept, a limited, revocable, non-transferable, non-sublicensable, and non-exclusive right and license to use the BSI Certification Mark associated with such Certification Program (each a “BSI Certification Mark”), as will be set forth on BSI’s website at https://www.brandsafetyinstitute.com/, for the sole purpose of publicly communicating your certification in the applicable Certification Program(s). Your license to the BSI Certification Mark(s) shall be restricted as set forth herein. For the avoidance of doubt, you shall not have the right to use any of the BSI Certification Mark(s) prior to receiving certification, and notice thereof, in the corresponding BSI Certification Program.
b. All use by you of the BSI Certification Mark(s) licensed under this Agreement hereto (if applicable) shall be in accordance with BSI’s then-current branding guidelines, which are available on the BSI website. In no event shall your use of the BSI Certification Mark(s) suggest or imply BSI’s promotion or endorsement of you or any product, service, or program of you or your employer. You may not modify, tamper, skew, alter, create derivative work(s) of, license, sell, exploit, rent, lease, grant a security interest in, transfer any right(s) in, use on behalf of any other entity or person, or otherwise use in any manner not expressly permitted herein, any BSI Certification Mark or any part thereof, including, without limitation, as a domain name, keyword search term, or you name. All trademarks, trade names, and other identifications appearing on the BSI Certification Marks may not be removed, altered, or defaced by you.
c. You acknowledge and agree that BSI is the sole and exclusive owner of all right, title, and interest in and to: (i) the BSI website and contents thereof, BSI best practices documents, BSI white papers, BSI case-studies, BSI brand safety tools (collectively, the “BSI Membership IP”); (ii) Training, Training Materials, Certification Program Terms and the BSI Certification Marks (“BSI Training & Certification IP”); and (iii) the BSI corporate trademark and associated designs and materials, and all goodwill associated therewith (“BSI “Corporate IP”) (collectively, the “BSI IP”). Subject to the terms and conditions set forth in this Agreement, BSI grants you a limited, revocable, non-transferable, non-sublicensable, and non-exclusive right and license to the BSI Membership IP and BSI Certification IP made available to you under this Agreement for personal use as authorized by this Agreement or as otherwise specified in writing by BSI. Unless BSI expressly agrees otherwise, the BSI IP may not be copied, displayed or distributed to any third parties. Except as provided herein, this Agreement does not convey to you any right, title, or ownership interest of any kind in or to the BSI IP. All goodwill generated from your use of the BSI Certification Marks shall inure to the benefit of BSI. This license will immediately terminate upon termination of this Agreement for any reason.
d. Your right to use the BSI Certification Mark(s) licensed under this Agreement and any addendum hereto (if applicable) shall immediately cease if you are at any time: (i) no longer a member of BSI; or (ii) in breach of this Agreement, including but not limited to your failure to pay the applicable fees when due. Additionally, your right to use the BSI Certification Marks shall immediately cease if at any time you are not in compliance with the applicable Certification Program Terms and you are advised of same by BSI.
5. TERM AND TERMINATION.
a. Term. This Agreement will commence upon the Effective Date and will expire twelve (12) months therefrom (the “Initial Term”). Subject to your continued compliance with the terms of this Agreement, this Agreement will automatically renew for successive twelve (12) month periods (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), unless: (i) either Party gives the other Party written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term; or (ii) either Party terminates this Agreement pursuant to and in accordance with Section 5(b) or (c).
b. Termination by You. You may withdraw from membership at any time upon thirty (30) days’ written notice to BSI, at which time this Agreement shall terminate; provided, however, you will not be entitled to a refund of the Membership Fee, Training Fees and Certification Fees.
c. Termination by BSI. BSI may terminate this Agreement if you breach this Agreement (except, for the avoidance of doubt, a breach of the Certification Program Terms, which shall not entitle BSI to terminate this Agreement) and fail to cure such breach within seven (7) business days after receiving written notice thereof from BSI. BSI may also terminate this Agreement at will, in its sole discretion, in which case it will issue you a pro-rated refund of the Membership Fee and, if applicable, the Training Fees and Certification Fees.
d. Effect of Termination. Upon termination of this Agreement, the right to use the BSI IP licensed under this Agreement will immediately terminate, and you shall immediately remove all such BSI Certification Mark(s) from your materials (electronic or printed), and otherwise destroy or delete all of its materials displaying, incorporating, or depicting any BSI Certification Mark(s). Upon termination of this Agreement, you will be removed from the BSI Registry, if applicable, and will no longer be permitted to identify or be identified as a BSI member. Upon termination of this Agreement, you must return or destroy all BSI IP in your possession, custody or control. Sections 2(c), 5(d), and 6 through 8 shall survive the termination of this Agreement.
6. FINANCIAL TERMS.
a. Membership Fees. You shall pay to BSI the annual membership fee in the amount set forth in the Order Form on the Effective Date or as set forth in the annual membership renewal statement (the “Membership Fee”). BSI reserves the right to increase the Membership Fee, in whole or in part, during any Renewal Term and may so indicate on a renewal invoice that BSI sends to you (“Membership Renewal Statement”). BSI will send you a Membership Renewal Statement on or about sixty (60) days before expiration of a Term. Such Membership Renewal Statement shall be due within ten (10) days of your receipt.
b. Training Fees. If you opt to purchase access to Training(s) and/or Training Material(s) offered by BSI, you may make such election on the Order Form and pay BSI all applicable fees identified in the Order Form (the “Training Fee(s)”). All Training Fees are nonrefundable. BSI reserves the right to increase the Training Fees, in whole or in part, at any time.
c. Certification Fees. If you opt to purchase access to Certification Programs offered by BSI, you may make such election on the Order Form and pay BSI all applicable fees identified in the Order Form (the “Certification Fee(s)”). All Certification Fees are nonrefundable. BSI reserves the right to increase the Certification Fees, in whole or in part, upon renewal of a Certification Validation Period and may so indicate on a renewal statement that BSI sends to you (“Certification Renewal Statement”). BSI will send you a Certification Renewal Statement on or about sixty (60) days before expiration of the applicable Certification Validation Period. Such Certification Renewal Statement shall be due within ten (10) days of your receipt.
d. Taxes. The Membership Fees, Training Fees and Certification Fees do not include applicable transaction taxes. If BSI is required by law to pay any federal, state, county, local, or value added tax, sales and use tax, goods and services tax, or similar applicable taxes based on this Agreement, BSI shall ensure that such taxes are invoiced to you in accordance with applicable rules so as to allow you to reclaim such value-added and/or similar tax from the appropriate government authority. Nothing in this Agreement, however, shall require you to pay any payroll, franchise, corporate, partnership, succession, transfer, income, excise, profits, or income tax of BSI.
7. DISCLAIMER OF WARRANTIES. MEMBERSHIP IN BSI AND ALL SERVICES PROVIDED THERETO BY BSI ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MEMBERSHIP IN BSI AND USE OF ALL SERVICES USED BY YOU ARE AT YOUR SOLE RISK. BSI DOES NOT MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED FROM MEMBERSHIP IN BSI AND ALL SERVICES PROVIDED THERETO. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO MEMBERSHIP AND SERVICES PROVIDED THERETO.
8. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL BSI BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, BSI MEMBERSHIP AND/OR ANY SERVICE PROVIDED BY BSI (COLLECTIVELY, THE “SERVICE”), INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SERVICE, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY YOU TO BSI DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THUS, THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 5. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY A PARTY MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. This limitation of liability shall be effective to the maximum extent allowed by applicable law. If applicable law provides restrictions on limitations of liability, this provision shall be given force and effect to the maximum extent allowed by applicable law, without affecting the remainder of the paragraph or the Agreement.
9. MISCELLANEOUS PROVISIONS. This Agreement, BSI’s branding guidelines, and any Certification Program Terms and addenda attached hereto, constitutes the entire agreement between you and BSI with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and BSI with respect to membership with BSI or use of the BSI Certification Marks. Except as otherwise permitted herein, this Agreement shall not be modified other than by a written agreement, signed by BSI and you. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of law provisions thereof. All claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of New York, Borough of Manhattan. You acknowledge that any breach, threatened or actual, of BSI’s intellectual property rights, including, but not limited to, a breach of Section 4, will cause irreparable injury to BSI, such injury may not be quantifiable in monetary damages, and BSI may not have an adequate remedy at law. You agree that BSI shall be entitled, in addition to all other available remedies, to seek an injunction or other appropriate equitable relief without the need to post a bond or other form of security. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. You may not assign or otherwise transfer this Agreement without BSI’s written consent. BSI may assign or otherwise transfer this Agreement without prior notice or your consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither Party has any authority of any kind to bind the other Party in any respect whatsoever. Written notices that you may be required to send BSI pursuant to this Agreement must be sent via email to: notice@brandsafetyinstitute.com. Written notices that BSI may be required to send to you pursuant to this Agreement must be sent via email to the email address you have provided to BSI in through the online platform.