Each Member, including its employees, officers and directors, agrees to abide by the terms and conditions of membership ("Terms and Conditions") in the Location Based Marketing Association ("LBMA"), as provided for below. LBMA may change the Terms and Conditions at any time with or without notice and each Member's continued participation in the LBMA shall be considered acceptance of such changes.
Each Member also agrees to abide by any additional membership terms posted on LBMA's website at http://www.thelbma.com ("LBMA Site"), as may be changed from time to time, and the Member Application completed prior to becoming a LBMA Member.
Additionally, each Member agrees to abide by the Bylaws of LBMA, which can be accessed by Members on the LBMA Site.
LBMA shall send membership renewal invoices to its Members at least sixty (60) days prior to the Member's membership renewal date. Invoices shall be sent both via email and/or postal mail to the Member's address provided on its Membership Application. A Member's membership shall be renewed automatically for an additional term under the same membership terms and conditions of such Member's current LBMA membership unless such Member notifies the LBMA in writing of its intent not to renew or of its intent to change its membership category no earlier than 45 days prior to the initial renewal date or any subsequent renewal date and not later than 15 days prior to the initial renewal date or any subsequent renewal date. Member acknowledges and agrees that it shall be responsible for paying its full membership fee for the renewal term if Member fails to notify LBMA in writing in a timely manner of its intent not to renew its membership or of its intent to change its membership category.
A Member may terminate its membership at any time, but must pay all outstanding membership dues for the remainder of its initial membership term and any applicable renewal term. Member shall not be entitled to a refund of any dues or fees. If Member fails to pay dues or fees within ninety (90) days of invoice, LBMA may, in its sole and absolute discretion, terminate Member's membership. If Member's membership is so terminated, Member shall be obligated to pay all remaining membership dues for the remainder of its initial membership term and any applicable renewal term.
Content and Copyright Notice
LBMA owns all right, title and interest in the LBMA Site and all content on the LBMA Site, as well as all other content created or otherwise owned by LBMA ("LBMA Content"). LBMA Content is available to Members for their personal use. Any redistribution or reproduction of part or all of the LBMA Content in any form is prohibited other than the following:
- Members may print or download extracts of the LBMA Content for personal and non-commercial use only.
- Members may make copies of LBMA Content for individual third parties for their personal use, but only if Members and such third parties acknowledge that the LBMA is the source of the material and do not remove or alter any copyright notice in the LBMA Content.
Members may not, except with LBMA's express written permission, distribute or commercially exploit the LBMA Content nor transmit it or store it in any other website or other form of electronic retrieval system.
Certain LBMA Content may be marked "Confidential" or "Proprietary." In that event, Member agrees to maintain the confidentiality of such content and not disclose or make it available to any third parties.
Contributions to LBMA
Members may contribute to LBMA Content, in various forms including, but not limited to, submitting ideas, participating in committees, and making presentations. Member hereby fully and irrevocably grants, assigns and conveys to LBMA all right, title and interest worldwide in and to all Content conceived, reduced to practice, authored, developed or delivered by Member, Member's officers, directors, employees, agents and independent contractors acting on Member's behalf, either solely or jointly with others, including (i) any Content expressly labeled as "Content" or provided with an express statement that it is a contribution to LBMA; (ii) any Content provided to LBMA to be included in LBMA standards, specifications, policies, guidance, reports, analyses, procedures that are published by the LBMA or as part of a larger compilation or identified as a LBMA publication, whether in written or electronic form; or (iii) any Content that is developed in connection with Member's membership in LBMA, developed in connection with Member's participation in a LBMA working group or committee, or developed by Member in connection with Member making a presentation at a LBMA event. For purposes of this provision, "Content" means images, text, written works, standards, designs, graphics, pictures, business and product names, domain names, corporate names, logos, slogans, inventions (whether or not patentable), processes, formulae, industrial models, specifications, data, databases and data collections, technology, methodologies, computer programs (including all source codes, object codes, firmware, software, development tools, files, records and data and improvements thereof), software and any and all other copyrightable material. Content shall be the exclusive property of LBMA (becoming LBMA Content) and LBMA shall have the right to use the Content, or any part or parts thereof, as it sees fit. Member will not seek, and will require its officers, directors, employees, agents and independent contractors acting on its behalf, not to seek, patent, copyright, trademark, registered design or other protection for any rights in any such Content. Member agrees that it shall require its personnel, at LBMA's expense, to take any actions and execute all documents as LBMA may reasonably require to vest in LBMA or its nominees the rights referred to herein and to secure for LBMA or its nominees all right, title and interest in and to the Content.
LBMA Trademark Use & Conditions
- LBMA is the owner of the Marks (as hereinafter defined) and desires to allow Member to utilize the Marks only in accordance with the terms and conditions set forth herein. "Marks" shall include the name "Location Based Marketing Association," the abbreviation "LBMA" and any and all related designs and logos and any modifications or derivations thereof.
- LBMA grants to Member the non-exclusive, revocable right to use the Marks on Member's presentations, web site, correspondence, business cards and other documents or media, solely for the purpose of identifying itself as a member of LBMA. Member shall not use the Marks for any other purpose.
- Any reference by Member to the LBMA Site, including but not limited to www.lbmacanada.com, shall include a link to such website and any reference by Member to statistics, reports or other materials produced and/or owned by LBMA shall include a reference to any and all of LBMA's copyright or other ownership interest in the same.
- Member shall not have the right to sublicense, authorize or enter into agreements with other persons, firms, entities or corporations granting to any of them the right to use the Marks or any other property owned by LBMA.
- Unless terminated as provided below, Member's right to use the Marks in accordance herewith shall terminate upon termination of Member's membership in LBMA for whatever reason.
- Member's right to use the Marks in accordance herewith may be terminated by LBMA in the event LBMA determines, in its sole and absolute discretion, that Member has failed to comply with the terms and conditions set forth herein.
- In the event of termination, Member shall discontinue use of the Marks within three (3) days of the date of such termination.
- Member shall maintain the highest industry standards with respect to the use of the Marks. Further, Member shall use the Marks in accordance with the specifications, directions and processes furnished to Member by LBMA from time to time. With respect to specifications, directions and processes furnished to Member from time to time by LBMA, Member shall have ten (10) days from the date of notice of any such changes in order to comply with such changes.
- Upon twenty-four (24) hour notice, Member shall permit duly authorized representatives of LBMA to inspect any use of the Marks by Member.
- Member acknowledges and agrees that LBMA is the sole owner of the Marks and Member is estopped from claiming any ownership rights in the Marks or otherwise use any trademarks or service marks that are the same or similar to the Marks.
- In the event Member becomes aware of (i) any use by third parties that infringes on the Marks, or (ii) any claims by third parties against Member's use of the Marks, Member shall notify LBMA of such infringement, claim, suit or demand.
- Member agrees to defend, indemnify and hold LBMA, its officers, directors, employees, agents, representatives, successors and assigns, harmless against all losses, damages or expenses of whatever form or nature, including reasonable attorney's fees and other costs of legal defense, whether direct or indirect, which they, or any of them, may sustain or incur as a result of Member's use of the Marks.
- If any legal action is initiated by either Member or LBMA related to Member's use of the Marks, the prevailing party shall be entitled to recover from the other party reasonable costs and attorneys' fees in addition to any other relief that may be awarded.
Online Payment Center Terms and Conditions
By accessing or using LBMA's online payment service, Member agrees to be bound by all applicable terms and conditions. LBMA may modify the terms and conditions at any time, with or without notice.
The LBMA online payment service is provided to Member to facilitate payment of dues, sponsorships and other products and services. Member will receive a confirmation once payment has been received. PayPal Payflow Gateway, a third party service, processes payments.
LBMA will not be liable for any deficiencies in the accuracy, completeness, availability, privacy, security or timeliness of payment information sent via this online payment service. LBMA will not be liable for any damages of any kind arising from the use of this online payment site, including, but not limited to, direct, indirect, incidental, consequential, exemplary, and punitive damages. LBMA will not be liable for any breach of Member's personal or credit card information resulting from the interception of such information during its transmission to LBMA. Member expressly agrees that its use of this service is at Member's sole risk. Member agrees that it will not intentionally provide false information when accessing or using the LBMA's online payment service.
LBMA is committed to Member's privacy and will not distribute information sent via this service to third parties. LBMA's finance and membership departments alone have access to data collected and will not store any personally identifiable information, including credit card information.
For questions regarding using this online payment service, please contact firstname.lastname@example.org
Recurring Payment Authorization (Credit Card/Debit Card)
By applying for recurring payments, Member accepts these terms and conditions authorizing LBMA to charge the credit card or debit the debit card account that Member has specified each month, each quarter, and/or each year in the amount of the balance due as part of Member's LBMA membership. Member agrees that the payment card specified by Member for automatic bill payments to LBMA is, and will continue to be, an account that Member owns, and that Member will maintain sufficient availability under Member's credit card limit, or sufficient funds in the account linked to Member's debit card, as applicable, to pay Member's LBMA bill. The automatic charge to Member's credit card or debit to Member's debit card account will occur on or after the first day of the applicable month. Once the payment has been processed, Member will receive an electronic (email) notification that payment has been applied to Member's card for the sum of Member's partial membership dues from the LBMA's finance department.
These terms and conditions will constitute Member's copy of Member's recurring payment authorization to LBMA. Member should print and retain a copy of this recurring payment authorization for Member's
Recurring Payment Authorization Cancellation
Member may cancel its recurring payment authorization to LBMA at any time. However, Member acknowledges and agrees that it must pay in total any remaining balance of Member's membership fees for Member's initial membership term or any applicable renewal term via check or wire transfer at time of such cancellation. If LBMA does not receive full payment within five (5) business days of such cancellation, Member hereby authorizes LBMA to charge Member's credit card or debit Member's debit card account in the amount of the remaining balance of Member's membership.
Disclaimers; Limitation of Liability
THE LBMA SITE, LBMA CONTENT AND ANY OTHER GOODS OR SERVICES PROVIDED BY LBMA ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS MADE BY LBMA WITH RESPECT TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. FURTHERMORE: (a) LBMA MAKES NO WARRANTY THAT THE LBMA SITE OR LBMA CONTENT, AND ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; (b) MEMBER'S USE OF THE LBMA SITE AND LBMA CONTENT, AND MEMBER'S RELIANCE THEREON, IS AT MEMBER'S OWN RISK; (c) LBMA MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ADEQUACY, TRUTH, COMPLETENESS, ACCURACY OR TIMELINESS OF LBMA CONTENT, AND; (d) LBMA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
UNDER NO CIRCUMSTANCES SHALL LBMA OR ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM, OR ARISE OUT OF MEMBER'S MEMBERSHIP IN LBMA, THE USE OF, OR INABILITY TO USE, THE LBMA SITE OR LBMA CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LBMA OR ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LBMA'S MAXIMUM LIABILITY TO ANY MEMBER SHALL BE THE AMOUNT OF THE MEMBERSHIP DUES PAID BY MEMBER TO LBMA IN THE TWELVE MONTHS PRECEDING THE MEMBER'S CAUSE OF ACTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LBMA AND ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED AS MUCH AS PERMITTED BY THE LAW OF SUCH JURISDICTION.
These Terms and Conditions shall be construed, enforced and performed in accordance with the laws of the Province of Ontario, without reference to its principals of conflicts of laws, to the extent not pre-empted by federal law.
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