MEMBERSHIP APPLICATION

MEMBERSHIP AGREEMENT AND TERMS

Effective June 1, 2020

By submitting below, you ("Member") agree that this membership agreement ("Agreement") represents a binding contract between the parties and commits Member's organization to compliance with such rules and policies as the Industrial Internet Consortium ("IIC") may from time to time adopt (subject to Sections 1.3 and 2.7 below). Member will enjoy the rights and benefits, and subject to the duties, established from time to time for IIC members only. For clarification, membership in the IIC shall not establish Member as a member of OMG itself (see Section 1.2 below). Membership in the IIC is renewable on the anniversary of initial application (unless Member has made a longer-term commitment). Members are expected to comply with all applicable laws and regulations, including U.S. laws regarding antitrust.

All references to the IIC in this application shall be deemed to refer to the IIC program of Object Management Group, Inc., a 501(c)(6) tax-exempt organization ("OMG"). As a program of OMG, the IIC is not a separate entity of OMG and shall operate in a manner consistent with OMG's purposes and tax-exempt status, subject to the terms of the IIC P&Ps (as defined in Section 1.3). The activities of the IIC, and Member's participation in the IIC, do not constitute the activities of a separate association or establish a partnership among IIC members.

1.0 MEMBERSHIP RIGHTS AND OBLIGATIONS

1. Generally. Member agrees to pay the annual fees established for its IIC Membership Level, as these may be amended from time to time by the IIC Steering Committee or otherwise in accordance with the IIC P&Ps. Dues are yearly and payment is required upon signing (to activate membership) and upon renewal (on the anniversary of membership activation). OMG will bill Member for dues in advance by written invoice, and payment will be due within thirty (30) days of mailing.
2. Relation to OMG. For clarification, membership in the IIC does not establish Member as a member of OMG and, except as may be expressly provided in OMG's own policies and procedures, does not give Member any rights or privileges of an OMG member, or grant Member any ownership rights in or (except as set forth herein) any other rights with regard to the IIC program.
3. Compliance with Policies. Member agrees to abide by, and shall have all applicable rights and obligations as set forth in, the IIC Policies and Procedures, including its Section on Intellectual Property Rights (the "IIC IPR Policy"), the OMG Privacy Policy, and any and all additional policies and procedures adopted by the IIC, as any of these
   may be amended from time to time, all of which are hereby incorporated by reference (collectively, the "IIC P&Ps").
4. Suspension and Termination. OMG shall have the right to suspend participation, or cancel the membership, of Member if it (i) fails to pay its annual fees on time, or (ii) violates any of the IIC P&Ps and fails to correct that breach within ten (10) days of notice from the IIC or OMG staff, or (iii) substantially, flagrantly or repeatedly violates any of the IIC P&Ps. No refunds of Membership fees or other payments will be given.

2.0 GENERAL

1. Authority to Form Agreement. The person entering into this Agreement on behalf of Member hereby represents, warrants and covenants to the IIC that (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; (b) entering and performing this Agreement does not and will not violate any agreement to which Member is a party or by which it is otherwise bound; and (c) when executed and delivered or otherwise accepted by the Member, this Agreement will constitute a legal, valid and binding obligation of Member, enforceable in accordance with its terms.
2. No Other Licenses. By entering this Agreement, Member neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of OMG, the IIC or another member, except as expressly provided in the IIC P&Ps (e.g., the IIC's right to use the Member's name to indicate the Members' participation in the IIC).
3. No Warranty. EACH PARTY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL SERVICES AND INFORMATION PROVIDED TO OR BY OMG (OR THE IIC PROGRAM) UNDER THIS AGREEMENT IS PROVIDED "AS IS" WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND OMG AND MEMBER EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH SERVICES AND INFORMATION.
4. Limitation of Liability. EXCEPT FOR MEMBER'S DUES COMMITMENT, OR IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR WHERE REQUIRED BY APPLICABLE LAW, OR WHERE CAUSED BY A VIOLATION OF LAW, OR AS OTHERWISE EXPRESSLY AGREED IN WRITING, IN NO EVENT (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT AND NEGLIGENCE, AND REGARDLESS OF WHETHER THE PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE) WILL EITHER OMG OR MEMBER BE LIABLE TO THE OTHER, OR TO OTHER IIC MEMBERS OR THIRD PARTIES, UNDER THIS AGREEMENT OR OTHERWISE IN
   CONNECTION WITH IIC MEMBERSHIP, (a) FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, OR (b) FOR AN AMOUNT THAT, IN THE AGGREGATE, EXCEEDS THE PAST 12 MONTHS' MEMBERSHIP FEES PAID BY THE MEMBER TO THE IIC.
5. Governing Law. This Agreement shall be construed and controlled by the laws of the Commonwealth of Massachusetts without reference to conflict of laws principles. If any claim or dispute between the parties is not resolved by good faith negotiations, any suits or proceedings pursued by either party shall be brought in the Federal or state courts located in Massachusetts, to whose jurisdiction each party hereby submits.
6. Complete Agreement; No Waiver. This Agreement, including all attachments, sets forth the entire understanding of OMG and Member and supersedes all prior agreements and understandings relating hereto, unless otherwise stated in this Agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
7. Amendment. All amendments to this Agreement or to any IIC P&Ps enacted by the IIC shall be effective upon their stated effective date. Member shall be given at least thirty (30) days prior written notice of the effective date of an amendment to this Agreement, and of any change to IIC P&Ps, rules, or fees, whether new or amended, that is approved by the IIC Steering Committee or otherwise in accordance with the IIC P&Ps and that directly and materially affects adversely any of the rights or obligations applicable to Member (each of the foregoing, an "Amendment"). If Member does not agree to an Amendment that was so approved, then Member shall provide written notice to IIC of such disagreement prior to the end of the 30-day notice period. If the parties are not able to reach a mutually acceptable accommodation (for example, the parties agree to a phase-in of the Amendment, the IIC determines to withdraw, suspend or modify the Amendment, or the IIC grants Member a waiver or variance), this Agreement and Member's membership in the IIC shall terminate automatically upon expiration of the 30-day notice period, unless Member elects to withdraw by written notice on an earlier date. Amendments shall be prospective only, unless otherwise agreed to by Member and the IIC. No termination or withdrawal pursuant to this paragraph will entitle Member to a refund of Membership dues or other fees, all of which are nonrefundable.
8. No Rule of Strict Construction. Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect.
9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but collectively shall constitute one and the same instrument.
10. Compliance with Laws. Anything contained in this Agreement to the contrary notwithstanding, the obligations of the IIC and Member shall be subject to all laws, present and future, of any government having jurisdiction over the IIC and Member including, without limitation, all export and re-export laws and regulations. It is the intention of the IIC and Member that this Agreement and all referenced documents shall comply with all applicable laws and regulations.
11. Headings. IIC and Member acknowledge that the headings to the sections hereof are for reference purposes only and shall not be used in the interpretation of this Agreement.
12. Assignment. Member may not assign its rights or obligations under this Agreement without the prior written consent of the IIC or as otherwise set forth in the IIC P&Ps. For purposes of this Agreement, an assignment shall be deemed to include a transfer or sale of all or substantially all of the business of Member, or a merger, consolidation or other transaction that results in a change in control of Member; thus IIC membership does not transfer to a new owner, unless OMG approves.
13. Force Majeure. Neither IIC nor Member shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
14. Logos and Names. You grant IIC the right to use your organization's name and logo on the OMG and the IIC websites and on related marketing materials, solely to indicate your membership in the Industrial Internet Consortium. As long as you remain a member in good standing, you may use the IIC's name and logo, in the format and with the notices provided or requested by the IIC, solely to indicate your membership in the IIC.

Contact the IIC by e-mail HERE, or by calling +1-781-444-0404. The IIC is headquartered in MA USA.

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