General Member Agreement

DRM Institute General Member Agreement

THIS DRM INSTITUTE GENERAL MEMBER AGREEMENT SETS FORTH THE TERMS THAT GOVERN YOUR MEMBERSHIP WITH THE MERGE FOUNDATION  (“DRM INSTITUTE”) AT THE “GENERAL” LEVEL AS WELL AS YOUR USE OF CERTAIN DRM INSTITUTE MATERIAL AND CONTENT, WHICH USE IS GOVERNED BY THIS AGREEMENT, AND IS EFFECTIVE ONCE YOU CLICK “I AGREE” OR SIMILAR PHRASE UPON REGISTRATION (the “Effective Date”) upon which you (“You” or “Member”) hereby agree that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, these terms govern your general membership with the DRM institute. IF YOU DO NOT AGREE TO THESE TERMS DO NOT CLICK THE I AGREE BUTTON UPON REGISTRATION.

 

  1. Term & Termination.
    1. Term. This Agreement will take effect upon the Effective Date and will remain in effect for 2-year periods, automatically renewable for successive 2-year terms until terminated by either party.
    2. Termination by Member. Membership is voluntary and members are free to terminate their membership at any time by notifying the DRM Institute in writing and ceasing to participate in DRM Institute meetings.
    3. Termination by DRM Institute. DRM Institute reserves the right to terminate membership at any time without notice. Member acknowledges and agrees that the DRM Institute will have the sole right to determine in its reasonable discretion whether Member has engaged in any activity that violates any term or condition of this Agreement.
    4. Effect of Termination. In addition to the “Miscellaneous” section below, the provisions concerning Contributions of Material, Confidentiality and Access, warranty, termination, and governing law will survive the termination of this Agreement.
  2. Contributions of Material.
    1. You are not expected to provide any materials to the DRM Institute as a general member, but you may voluntarily do so at a work group meeting or in response to a request for submissions of ideas or public chat or forum for example. Your “contributions” means such past, present, and future contributions of ideas, text, images, and documentation, submitted voluntarily by you in any manner to the DRM Institute. For clarity, Contributions do not include anything that is Profile Information under the Privacy Policy. Survey information you provide or submit will be governed by the Privacy Policy as well.
    2. All Contributions become the property of the DRM Institute, which it may use, or license others to use, the Contributions in any manner whatsoever, at any time, and in any and all media now known or hereafter invented, including but not limited to print, broadcasting, and online media. Further, if the Member voluntarily participates in any filmed or recorded session while participating with the Institute he or she also grants the Institute right and permission to photograph, film, record and portray Member’s name, voice, actions, and likeness, and to modify, edit, use, and reproduce all resulting works, (which works will also be “Contributions” as used herein).
    3. You hereby grant to the DRM Institute a non-exclusive, worldwide, irrevocable, royalty free, perpetual, transferable license to use, reproduce, display, prepare derivative works of, sublicense, and distribute (internally and externally) anything submitted to the DRM Institute that is not owned by the DRM Institute as a result of Section 2(b) for whatever reason.
  3. Obligations.
    1. Confidentiality. Members acknowledge their membership is limited to certain DRM professionals and to maintain the integrity and open-forum nature of the group, information shared within the DRM Institute shall be treated with professional courtesy and never used out of the context or spirit of collaboration. Contemplated and permitted uses include leveraging provided best practices to better manage digital risk within your organization, but do not include use that derives independent commercial value from such material either by marketing a product or service derived therefrom or otherwise.
    2. Access. Members may have exclusive access to certain proprietary materials created by the DRM Institute, and acknowledge that distribution of those materials shall not be made available to non-DRM Institute Members or used in contravention of the purposes of the DRM Institute.
  4. Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between the DRM Institute and Member as result of this Agreement.
  5. Governing Law. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of Virginia. All actions or claims related to or associated with this Agreement will be brought solely in the federal or state courts located in Richmond, Virginia, and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts.
  6. Miscellaneous. This Agreement sets forth herein the entire agreement between DRM Institute and Member with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the parties. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance. If any provision or any portion of this Agreement is construed to be illegal, invalid or unenforceable, such provision or portion thereof shall be deemed stricken and deleted from this Agreement to the same extent and effect as if it were never incorporated herein, but all other provisions of this Agreement and the remaining portion of any provision that is construed to be illegal, invalid, or unenforceable in part shall continue in full force and effect. No joint venture, partnership, employment, or agency relationship exists between DRM Institute and Member as result of this Agreement. Member may not assign or otherwise transfer this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement.

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