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Membership Agreement

Terms

 

Green America Public Private Partnership, Inc.  ("GAPPP") is a Delaware non-stock corporation, tax-exempt under Internal Revenue Code Section 501(c)(6), organized for the purposes of representing and advocating for the social, political, and economic interests of which support or provide green job programs and emerging green technologies.  GAPPP is an association of individuals and businesses.

Membership in GAPPP is a privilege and may be denied, limited or terminated in accordance with the GAPPP By-laws and the terms of this Membership Agreement ("GAPPP Membership Agreement"), as may be amended from time to time by GAPPP’s Board of Directors (the "Board").

The following are the terms and conditions for GAPPP Membership in Green America Public Private Partnership, Inc. ("GAPPP") and participation in the GAPPP Membership Level  programs and services described and related thereto (the "Service") between GAPPP and you (either an individual or a legal entity that you represent as an authorized employee or agent) ("You"  or "you"). Please read them carefully. BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE GAPPP MEMBERSHIP LEVEL REGISTRATION PROCESS, ACCESSING AND/OR USING ANY GAPPP MEMBERSHIP LEVEL SERVICE, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE ("AGREEMENT"). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, covenants and notices contained herein.

1.        GAPPP Membership Process

a.        New GAPPP Members:  New GAPPP Members must apply for GAPPP Membership by completing the GAPPP Membership Application and the GAPPP Membership Agreement and submitting it to Green America Public Private Partnership, Inc.  132 East 43rd Street Suite 452, New York, NY 10017, along with their required GAPPP Membership Dues.  GAPPP will make a reasonable effort to review and approve all applications for GAPPP Membership and will endeavor to provide applicants with a written response within thirty (30) days of a complete application submission.  The decisions of the Board regarding new GAPPP Member applications are final.

b.        GAPPP Membership Renewal Process:  GAPPP Membership is for one (1) calendar year, beginning on the date of an approved GAPPP Membership Agreement through December 31st of that same year (or such other time as may specified by GAPPP), and is subject to non-renewal or termination by the Board in its sole discretion, with or without cause, on written notice to the GAPPP Member.  The decisions of the Board regarding GAPPP Membership renewal applications are final.  Renewing GAPPP Members must annually complete a new GAPPP Membership Agreement and submit it to GAPPP at the address noted below by November 1st  (or such other time specified by GAPPP) of each year prior to the expiration of a valid GAPPP Membership year, along with their required GAPPP Membership Dues.  Failure to do so will result in termination of GAPPP Membership for the designated GAPPP Membership year.

c.        GAPPP Memberships include:  an automatic enrollment in EGAG distributed green industry sector research and services  (benefits depends on GAPPP Membership Level)

2.        Definitions. 

a.        "Designated State" - the State in which you have registered your GAPPP Membership;

                        i.         For Individuals - your State of residence;

                       ii.        For Companies, Organizations and Groups - the location of principal operations or headquarters.

b.        "Selected State(s)" - Certain GAPPP Membership Levels may "select" State(s) in addition to the Designated State, contingent upon the GAPPP Membership Level Benefit(s).

c.        "Designated Region" - the GAPPP Region that includes your Designated State.

d.        "Selected Region(s)" - Certain GAPPP Membership Levels may "select" other Region(s) in addition to the Designated Region, contingent upon the GAPPP Membership Level Benefit(s).

e.        "Designated Region and All Related States" - Includes All States located within the Designated Region.

f.         "Selected Region and All Related States" - Includes All States located within the Selected Region.

g.        "GAPPP Membership Service Level Coverage" – General description of the limits of geographical scope of GAPPP Membership Level program and service benefits access.

h.        "GAPPP Conference" – Includes the designated GAPPP Membership Level for a GAPPP Conference exclusively hosted only by GAPPP.

i.         "GAPPP Event" – Includes the designated GAPPP Membership Level for a GAPPP Event exclusively hosted only by GAPPP.

j.         "Valid GAPPP Membership Year” – The year a GAPPP Member has been accepted by GAPPP as a GAPPP Member and the GAPPP Member continues to comply with all GAPPP Membership Level requirements (" GAPPP Member in Good Standing").

3.        General Terms. 

a.        Charter GAPPP Member VIP Conference Passes - provides "free" attendance to GAPPP Membership Level Conferences and Events, limited to GAPPP Membership Level Coverage.

b.        All Conference Passes are issued to the named GAPPP Member Organization or Individual, per GAPPP Membership Application and GAPPP Membership Level, and Passes are not transferable without the written approval of GAPPP CEO.

c.        GAPPP Memberships not obtained by Individuals will be recorded in the name of the Corporation, Partnership, Group or Organization Applicant.

d.        Duplicate GAPPP Membership registrations are prohibited.

e.        All Charter GAPPP Memberships will not expire until Charter GAPPP Member fails to renew Charter GAPPP Member Status. 

f.         GAPPP Membership Level Coverage and benefits may be modified within future GAPPP Membership Levels in the sole discretion of GAPPP.

g.        Registration (e-mail addresses only) for GAPPP Conferences, GAPPP Events and GAPPP Webinars will be posted for certain GAPPP Membership Levels.

h.        Hosted and Co-Hosted Conference activities are non-exclusive, Unless Noted Otherwise (U.N.O.)

i.         The GAPPP Membership Level Coverage restricts all GAPPP Membership Level Benefits.

j.         GAPPP reserves all rights to modify GAPPP Membership Level and Service Terms, Conditions, Covenants, Benefits and Prices.

k.        GAPPP maintains final approval of all Benefits offered to GAPPP Membership Levels.

l.         VIP Seating for VIP Conference Pass Holders at non-buffet Conference Meals only and when made available.

4.        GAPPP Member’s Representations, Warranties, and Covenants.  GAPPP Member represents, warrants, covenants, and agrees with GAPPP and each of GAPPP’s individual GAPPP Members, on the date of execution of this Agreement and during the term of GAPPP Membership, to: (a) abide by the terms and conditions of this GAPPP Membership Agreement, (b) comply at all times with the qualifications of the GAPPP Member selected GAPPP Membership Level, and (c) pay annual GAPPP Membership Dues, fees, and/or charges as set by the Board.  GAPPP Member agrees that it shall not be entitled to reclaim or receive a credit for any portion of GAPPP Membership Dues, fees or charges paid, even in the case of GAPPP Member’s non-renewal or termination.

a.        Charter GAPPP Members and Regular GAPPP Members understand and agree:

                        i.         All described plans and estimates for future GAPPP activities, conferences and events, are understood to be subject to delay, modification or cancellation.  GAPPP operations are based on assumptions and expectations that may or may not prove to be accurate and should not be relied upon to indicate the actual results, which might or might not be obtained by GAPPP.  No representation or warranty of any kind is given with respect to the accuracy of GAPPP plans, activities or estimates described herein or elsewhere by GAPPP.

                       ii.         All described GAPPP plans, programs, services and activities are estimates and assume that GAPPP will provide operational benefits within approximately 120 days after receipt of your initial Charter GAPPP Membership or Regular GAPPP Membership certification; GAPPP staff operation, GAPPP Member programs, and GAPPP Member services are subject to a number of funding, operational, staff development, volunteers and other factors.

                     iii.         The planning and hosting of GAPPP conferences and events are subject to a number of funding, operational, staff development, volunteers and other factors including but not limited to achieving (a) a minimum number of total state GAPPP Members for hosting a state conference, (b) a minimum number of total GAPPP Members within a region for hosting a regional conference, and (c) a minimum number of GAPPP Members for hosting a national conference. 

                     iv.         All website and GAPPP Membership information presented herewith, including the respective GAPPP operating assumptions:

(a).    are estimates only;

(b).    involve various risks and uncertainties;

(c).    are subject to material revision, including:

(i).     by the GAPPP management upon further analysis, and

(ii).    due to factors beyond the control of the GAPPP or its management, and

(iii).  by events outside the control of GAPPP  including but not limited to changes in estimated operating costs, staff salaries and expenses, availability of volunteers, all GAPPP Member services, changes in demand for GAPPP programs, regulatory requirements, and the availability and actions of suppliers, vendors, GAPPP Members and other third parties.

(d).    are based upon the stage of GAPPP operations as of the date of your GAPPP Membership;

(e).    your GAPPP Membership Application.

                       v.         All GAPPP Membership Benefits are subject to GAPPP Members complying with all GAPPP By-Laws, GAPPP Membership Covenants, GAPPP Membership Rules, GAPPP Membership Policies, and maintaining current GAPPP Membership Level Dues.

5.        Powers and Authority of GAPPP Members. No GAPPP Member shall be authorized to legally bind GAPPP without specific authorization from the Board.

6.        Financial Responsibilities of GAPPP Members

a.        GAPPP Membership Dues:  Each GAPPP Member shall be responsible for and shall pay to GAPPP its GAPPP Membership Dues as indicated for the GAPPP Member selected GAPPP Membership Level.  Each GAPPP Member’s GAPPP Membership Dues shall be equal to the GAPPP Member’s designated GAPPP Membership Level.   

b.        GAPPP Member Expenses:  Except as otherwise agreed in writing or as otherwise provided in this GAPPP Membership Agreement, actions taken or costs and expenses incurred by a GAPPP Member, whether in the furtherance of the organization’s purposes or in the performance of duties described above, shall be the individual obligation of the GAPPP Member.  GAPPP shall be responsible for and shall pay only those costs and expenses incurred by a GAPPP Member that are approved by the Board.  Payment of any GAPPP Member cost or expenses whatsoever shall be determined in writing and at the sole discretion of the Board.

 

7.        Positions of GAPPP and Minority Positions. 

a.        Positions that are approved by majority vote of the Board shall be the positions of GAPPP and may be publicly propounded as such.  Any other positions (a "Minority Position"), whether or not considered or adopted by the Board, may be adopted as the position of any GAPPP Member, in its own name, and propounded as the position of such GAPPP Member, in its own name.  Except as provided below for certain research, work papers, drafts, proposals, and other work product that is prepared or created with the support of one or more GAPPP Members without participation of other GAPPP Members, all the research, working papers, drafts, proposals, and other work product of GAPPP and of the GAPPP Members, shall be made available to, and may be used by, a GAPPP Member that wishes to propound its own position in its own name without additional charge; provided, however, that in no event shall any GAPPP Member, or any other person, propounding or publicizing a Minority Position, use the name of GAPPP in any manner that associates the Minority Position with GAPPP. 

b.        Materials prepared or created with respect to a position with the support of one or more GAPPP Members ("Participating GAPPP Members") without the participation of other GAPPP Members ("Nonparticipating GAPPP Members") shall be available for the use of the Nonparticipating GAPPP Members only if the position is adopted as the position of GAPPP.  Except as provided below for certain research, work papers, drafts, proposals, and other work product that is prepared or created with the support of one or more GAPPP Members without participation of other GAPPP Members, all materials prepared or created by GAPPP, or by the GAPPP Members in furtherance of the purposes of the organization, including but not limited to working papers, notes, diagrams and other documents, audio tapes, video tapes, and magnetic media of all types, shall be deemed to be “work made for hire” as such term is defined in the Copyright Laws of the United States and, accordingly, all rights of every kind and nature including copyrights in and to all such materials shall be the exclusive property of GAPPP. 

c.        Materials prepared or created with respect to a position with the support of one or more Participating GAPPP Members without the participation of Nonparticipating GAPPP Members shall be deemed “work made for hire” and the exclusive property of GAPPP only if the position is adopted as the position of GAPPP.  Until such materials are deemed “work made for hire” and the exclusive property of GAPPP as provided in the preceding sentence, materials prepared or created with respect to a position with the support of one or more Participating GAPPP Members and without the participation of Nonparticipating GAPPP Members shall also be the exclusive property of GAPPP and the Participating GAPPP Members, unless notified otherwise and in writing by an authorized GAPPP officer and  in advance of the start of any "work made for hire".  Except as otherwise expressly provided herein, GAPPP’s written consent by an authorized GAPPP officer shall be required before any GAPPP Member, or any other person or organization, is permitted to use for its own purposes any such material that is the exclusive or joint property of GAPPP.

8.        Prohibited Acts.  As provided in Section 6.01 of GAPPP’s By-laws, GAPPP, including its meetings and resources, shall not be used by GAPPP Members for participation in any act which would or could violate, or create the appearance of violating, any of the antitrust laws of the United States including Sections 1 and 2 of the Sherman Act, the Clayton Act, the Robinson-Patman Act, and the Federal Trade Commission Act or any similar or related laws of the component jurisdictions of the United States.  Any act by a GAPPP Member in violation of this prohibition, whether or not it involved the direct or indirect use of GAPPP or its meetings or resources, shall be deemed a violation of this GAPPP Membership Agreement and GAPPP’s By-laws and grounds for expulsion.

9.        Termination of GAPPP Membership.  The membership of a GAPPP Member may be terminated in the following manner:

a.        Revocation:  A GAPPP Member may revoke GAPPP Membership by submitting a written resignation to the Board.  Such resignation shall become effective no earlier than thirty (30) days after the date it is submitted.

b.        Expulsion:  A GAPPP Member may be expelled for conduct involving dishonesty, fraud, deceit, misrepresentation, violation of a fiduciary relationship with a client or customer, non-payment of GAPPP Membership Dues, or any activity inconsistent with this GAPPP Membership Agreement or GAPPP’s By-laws. GAPPP Members may be expelled for failure to participate in a minimum number of meetings or activities.  The Board shall establish definitions and procedures for the implementation of this paragraph.

c.        Merger or Acquisition:  If a GAPPP Member (the "Acquired GAPPP Member") is acquired by or merged into another GAPPP Member (the "Surviving GAPPP Member"), then the GAPPP Membership of the Acquired GAPPP Member shall terminate and the GAPPP Membership of the Surviving GAPPP Member shall continue.  If one or more GAPPP Members (the "Acquired GAPPP Members") are merged into or acquired by another organization that is not a GAPPP Member (the "Surviving Organization"), then, except as may be determined otherwise by the Board, the GAPPP Memberships of the Acquired GAPPP Members shall terminate as of the effective date of such merger or acquisition while the obligations of all acquired and terminated GAPPP Members shall continue in the Surviving Organization.

GAPPP Members shall not be entitled to reclaim or receive a credit for any portion of GAPPP Membership Dues, fees or charges paid, even in the case of GAPPP Member’s resignation, non-renewal, revocation, expulsion or merger.

10.     General Terms

a.        Assignment and Transfer:  No GAPPP Member may assign this GAPPP Membership Agreement, its GAPPP Membership in GAPPP or any of its rights or obligations under this Agreement or as a GAPPP Member, by operation of law or otherwise, without the prior written consent of the Board and any attempt to assign this GAPPP Membership Agreement or GAPPP Membership in GAPPP without such consent will be void and of no force or effect.

b.        Indemnification. GAPPP Member agrees to indemnify, hold harmless and defend GAPPP  and its wholly owned subsidiaries, at GAPPP Member expense, from and against any and all third-party claims, actions, proceedings, and suits brought against GAPPP or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by GAPPP or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) GAPPP Member breach of any term or condition of this Agreement, (ii) GAPPP Member use of the Service, or (iii) GAPPP Member violations of applicable laws, rules or regulations in connection with the Service. In such a case, GAPPP will provide GAPPP Member with written notice of such claim, suit or action. GAPPP Member shall cooperate as fully as reasonably required in the defense of any claim. GAPPP reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by GAPPP Member.

c.        Service Levels. GAPPP does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of GAPPP Member equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond GAPPP’s (or its wholly owned subsidiaries') control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where GAPPP (or its wholly owned subsidiaries) or GAPPP Member servers are located or co-located. Complete accuracy in all aspects of GAPPP Member Services at all times also is not guaranteed.

d.        Return Policy. If you are dissatisfied with your order for any reason, you may cancel your GAPPP Membership for a prompt refund or exchange. Refunds for cancelled GAPPP Membership orders within ten business days of the GAPPP Membership Level purchase date will be credited in the same form as the original payment type. NO Refunds for (a) GAPPP Memberships cancelled more than ten business days after the GAPPP Membership Level purchase date, or (b) purchase of a P.E.R.T.S GAPPP Membership Level for which the applicant DOES NOT QUALIFY. The original credit card processing costs and any other GAPPP Membership purchase shipping and any handling charges are not refundable. GAPPP Membership Level Cancellation Procedure: Please send (1) your GAPPP Membership Cancellation Notice in a prepaid, insured, traceable method to the address below, and (2) send your GAPPP Membership Cancellation Notice to the GAPPP e-mail address below.  

Green America Public Private Partnership, Inc.

132 East 43rd Avenue Suite 452

New York, NY 10017

Contact@Green-America-Public-Private-Partnership.Org

 

e.        Severability:  The provisions of this GAPPP Membership Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.  If any provision of this GAPPP Membership Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable: (i) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (ii) the remainder of this GAPPP Membership Agreement and the application of such provision to other persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

f.         Governing Law:  The laws and decisions of the State of New York, without regard to its conflicts laws, shall govern this GAPPP Membership Agreement and shall control the construction, enforcement, validity, and interpretation hereof.  Venue for any actions or proceedings arising under or out of this GAPPP Membership Agreement shall be in the federal or state courts located in New York County, New York.  The parties hereby consent and submit to such exclusive personal jurisdiction and waive any right which they may have to transfer or change the venue of any litigation.

g.        Force Majeure. GAPPP shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.

h.        Notices.  Any notices to GAPPP must be sent to: GAPPP Inc., 132 East 43rd Street, New York, New York 10017, USA, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 7 and 10(b).

i.         Entire Agreement:  This GAPPP Membership Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.  No change, amendment, modification, cancellation or discharge of the GAPPP Membership Agreement or any part hereof shall be valid unless made in writing and signed by the parties hereto.

j.         The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.

 

June 1, 2013