Particle Intelligence Online Membership Agreement

 

Online Membership Agreement

Recitals

  1. Particle Intelligence  ('the Company') is a proprietary company incorporated under Indian Information Technology Act, 2000.

  2. The Company is committed to acting in accordance with the interests and wishes of its membership in pursuing the following objectives:

    • To support Particle Intelligence Members in fulfilling their responsibilities as managers of Internet resources;

    • To promote the representation of the Particle Intelligence membership and the Internet community by ensuring open and transparent communications and consensus-driven decision-making processes;

    • To promote responsible management of Internet resources throughout the all regions of the world, as well as the responsible development and operation of Internet infrastructures;

    • To promote and advance technical policy development in relation to Particle Intelligence services, and to Internet resource management in general;

    • To provide high-quality Internet resource management services to Particle Intelligence Members, namely resource allocation services, registration and database services, and membership administration and support services;

    • To assist Internet development activities in the Global region, relating to the above objectives.

  1. Under the Company's Articles of Association, the Company has the power to establish, regulate, and delegate certain powers to a Special Committee.  The Company has established a Special Committee called Particle Intelligence, referred to here as 'the Special Committee'

  2. In consideration of the Company accepting the Member as a member of the Special Committee, and the Member agreeing to pay all relevant Membership Fees if applicable, the Company and the Member agree that the following terms will govern their relationship.

1  Definitions

The definitions and interpretation provisions of the Particle Intelligence Definitions Document (available at the Company's website at www.billionpi.com) apply to this agreement.  

2  Term

2.1  Commencement & term

This agreement commences upon the membership date and is effective for one year.

2.2  Renewals

  1. The Member may renew its membership by paying the Company the renewal fee by the due date.  By renewing its membership, the Member will be deemed to have agreed to the terms of the Standard Particle Intelligence Membership Agreement as it exists at the time of renewal.

  2. If the Member fails to renew its membership within 30 days of the due date, then the Company may, by written notice to the Member, revoke all of the Member's rights under the Particle Intelligence Documents.

2.3  Termination upon insolvency event

If there is an insolvency event then the Company may by written notice immediately revoke all of the Member's rights under the Particle Intelligence Documents and terminate this Membership Agreement.  

3  Obligations

3.1  The Company's obligations

The Company must:

  1. Establish and maintain mechanisms which support open communications within the Global Internet community, for the development of policies and procedures relating to Internet resource management;

  2. Promote and support training and educational activities relating to development of Internet services and responsible management of Internet resources;

  3. Undertake other activities as required by the Members in support of Internet development within the Global region;

  4. Consider all requests relating to the operations of the Company that are made by Members either directly or through online membership.

  5. Ensure that the Executive Council considers all requests relating to the operations of the Company that are referred to it either by the Members directly or through the Company;

  6. Provide rights and services (including delegated resources) to the Member in accordance with the Particle Intelligence Membership Schedule and other Particle Intelligence Documents;

  7. Not disclose to any person (except to the General Secretariat, Internet Administration Authorities, staff and contractors performing necessary work for Particle Intelligence who sign a non-disclosure agreement, or as legally required to do so) any confidential information which the Member provides to the Company;

  8. Maintain the Particle Intelligence Documents in accordance with the Document Review Policy, and make all reasonable efforts to keep current versions of those documents publicly available on the Company's website.

3.2  Member's obligations

The Member must:

  1. Promptly pay all fees and charges due to the Company in accordance with the Fee Schedule;

  2. Not provide any information to the Company or the Special Committee which is false or misleading;

  3. Inform the Company as soon as possible of any changes in material information which the Member has previously supplied to the Company or the Special Committee;

  4. Comply with this agreement and all Particle Intelligence Documents.

3.3  Liability and indemnity

The Member and the Company acknowledge that the following clauses 3.3(a) and  3.3(b) are essential in order to protect the membership as a whole and the Company's ability to pursue the aims expressed in Recital B.

  1. To the extent permitted by law, the Company excludes all liability to the Member arising out of or in connection with this agreement, the Particle Intelligence Documents or delegated resources. This exclusion applies, without limitation, to all liability in contract or tort for actions or omissions of the Company or the Special Committee and their employees, agents, and contractors, but does not apply to liability arising directly from:

    1. Personal injury, including sickness and death;

    2. Loss of, or damage to, tangible property (including both the property of the Member and third party property);

    3. An intentional infringement of intellectual property rights (other than any passing off, infringement of patent or trade secret, or legal proceedings or enforcement proceedings in the United States and/or Canada in respect to the infringement of intellectual property rights);

    4. A breach of confidentiality or privacy;

  1. To the extent caused or contributed to by any act or omission of the Company or the Special Committee and their employees, agents, and contractors.

  2. The Member indemnifies the Company against the full amount of all expenses, losses, damages, and costs that the Company may incur as a result, whether directly or indirectly, of any breach of this agreement or any Particle Intelligence Document by the Member, its employees, contractors, or agents.

For clarity, this clause 3.3 survives the termination of this agreement.

4  Notices, responses, and appeals

4.1  Notice

  1. If the Company reasonably believes that the Member has breached this agreement or any of the Particle Intelligence Documents then the Company must send a written notice ("Notice") to the Member.

  2. The Notice must:

    1. Describe the nature of the breach that the Company believes has occurred, and the course of action necessary to remedy the breach;

    2. Specify a reasonable period for the Member to provide a response to the breach notice within the terms of clause 4.2, or to take the action necessary to remedy the breach; and

    3. Advise the Member of the Company's intended action if the breach is not remedied.

4.2  Response to Notice

The Member must, by the time specified in clause 4.1(b)(2) send the Company a response to the Notice detailing that either:

  1. The Member has not committed the breach; or

  2. The Member has remedied the breach in accordance with clause 4.1(b)(1); or

  3. Exceptional circumstances exist which justify the Company retracting or revising the Notice.

4.3  Subsequent actions

If the period specified in clause 4.1(b)(2)expires and, taking full account of any responses received under clause 4.2, the Company reasonably believes that the breach has not been remedied then the Company may, in its discretion, either send the Member:

  1. A subsequent Notice as described in section 4.1(b); or

  2. A written notice immediately revoking some or all of the Member's rights under the Particle Intelligence Documents (including, without limitation, delegated resources); and/or immediately terminating this Membership Agreement.

4.4  Appeal to Executive Council

If the Member believes that the Company has failed to adequately consider all relevant circumstances or has acted unreasonably in sending a revocation notice under clause 4.3(b), then the Member may appeal to the Executive Council, which must consider the appeal within 30 days. If the Executive Council decides that the Member's appeal is justified then the Company will withdraw the revocation notice.

 

4.5  Acknowledgment by Member

The Member acknowledges that:

  1. If the Member receives a notice under clauses 2.2(b) or 4.3(b) then the Member must immediately cease using the delegated resources specified in the notice; and

  2. If the Member fails to comply with clause 4.5(a), then subject to the court's discretion, the Company may by an injunction or similar remedy restrain the Member from using the relevant delegated resources.

 

5  General

5.1  Particle Intelligence Documents

The Member agrees that:

  1. The Particle Intelligence Documents may be amended from time to time in accordance with the Document Review Policy;

  2. Any such amendments are binding upon the Member;

  3. Particle Intelligence Documents as they exist from time to time form an integral part of and apply fully to this agreement;

  4. If the membership is either terminated or not renewed, the Member shall continue to be bound by the provisions of this agreement and other Particle Intelligence Documents to the extent that the provisions relate to the use of resources or disputes arising from this agreement or any other Particle Intelligence documents.

5.2  Governing law

The Member agrees that:

  1. This agreement is governed by the laws of Ahmedabad, India.

  2. Subject to the Dispute Resolution Document, the Member and the Company irrevocably submit to the exclusive jurisdiction of the courts of Ahmedabad, India.

5.3  To the extent not excluded by law

The rights, duties and remedies granted or imposed under the provisions of this agreement operate to the extent not excluded by law.

5.4  Order of precedence

To the extent of any inconsistency, the terms and conditions contained within this agreement will prevail over any other Membership Agreement executed between the parties.  

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