THE AUGMENTED REALITY ORGANIZATION (“AUGMENTEDREALITY.ORG”)

 

MEMBERSHIP AGREEMENT

 

This Membership agreement (this “Agreement”) sets forth the rights, privileges, and obligations of an AR industry member (or “Member”) of The Augmented Reality Organization (doing business as “AugmentedReality.Org”) (“AR.Org” or the “Company”), a position afforded the rights and obligations expressly set forth in this Agreement. Your electronic indication of acceptance of this Agreement by operation of AR.Org’s website (or otherwise) shall bind both the Company and yourself (as Member) to the terms hereof, including, among other things, your payment of annual dues to the Company.

 

By acceptance of this Agreement, you acknowledge your understanding that AR.Org is a non-stock, non-member, non-profit entity, organized under Michigan law and operated under Section 501(c)(6) of the United States Internal Revenue Code; that the Company does not and will not have formal legal stockholders or “members” in the legal sense of MCL 450.2101 et seq. or other corporate law; and, that, as such, your position as a “Member” of AR.Org is not that of a formal legal “member” or other statutory stakeholder of the Company, but rather as a participant in, or enthusiast of, the augmented reality industry who has chosen to publicly identify to a limited degree with, and donate to, AR.Org to promote certain ends related to that industry. You understand that, as a Member, you will not have any statutory rights (or obligations) of a legal member, stockholder, officer, or director of AR.Org, nor any right to receive revenue, voting control, or any other benefits or burdens of the Company not expressly set forth in this Agreement.

 

Information

 

In connection with this Agreement you have provided (or will provide) identifying information to the Company regarding you or your entity’s name, mailing address, telephone number, and other contact information. By accepting this Agreement you certify that this information is accurate, and agree to update such information with the Company should any change in circumstance otherwise make it inaccurate.

 

Company mission

 

AR.Org is dedicated to uniting companies, entrepreneurs, engineers, designers, and consumers in the goal of advancing technology to facilitate digital interaction with the physical world (“Augmented Reality” or “AR”).  

 

Member Benefits

 

In pursuit of its mission, the Company is continually working to (1) negotiate and provide discounts to AR conferences, meetings, and other events, (2) organize and solicit information regarding additional events with key figures in the AR field, (3) create and offer educational documents, programs, and training related to AR, (4) conduct AR market research, and (5) promote and market AR and those companies and individuals advancing AR.

 

As a Member, you will receive:

  • all materials disseminated by the Company to Members, including exclusive educational documents, programs, and training materials,

  • access to web pages developed and maintained by the Company for use exclusively by Members,

  • discounts to AR conferences, meetings, and other events,

  • invitations to any additional events with key figures in the AR field that the Company makes available to Members,

  • the satisfaction of knowing that you are helping to advance the cause of AR, and

  • all other Member benefits that the Company may determine from time to time.

 

All Members will be responsible for their own expenses in connection with any meetings, conferences, or other events, including those costs and expenses related to travel and lodgings.

 

Dues/Term

 

Upon initial acceptance of this Agreement, you will pay to the Company the amount set forth on the Company’s website for recognition as a Member. Such recognition shall continue until the first anniversary of your acceptance of this Agreement. The Company may terminate your status as a Member and your rights under this Agreement with written notice to you for any reason or no reason. No fees paid by you for such recognition shall be refundable in the event of a termination for breach of this Agreement.  

 

Use of Name

 

You may publicly disclose that you are a Member affiliated with the Company in such capacity. You may not, however, identify any product or service being offered by you as being sanctioned by, sponsored by, or associated with AR.Org, unless in accordance with separate procedures that may be established by AR.Org from time to time. The Company shall have the right to include your name in any lists of Members or affiliates of the Company published by it and to announce that you have become a Member at the time of your acceptance of this Agreement.

 

Confidentiality of Materials

 

All materials, website pages, and other information provided by the Company exclusively to Members is to be kept by you in confidence with at least the same degree of care you would use to protect your own confidential and proprietary information, but not less than is otherwise reasonable. You agree not to disclose such materials or information, or access thereto (to the extent applicable), to any but your employees, contractors, and representatives contractually obligated to you to keep such information confidential. Upon termination of this Agreement and your status as a Member, you shall lose the right to access such materials, and agree that you will destroy, erase, or return any such materials in your possession on the request of the Company. This obligation will not apply to publicly known information, information received by you from a secondary source without a confidentiality obligation to the Company, information independently developed by you, or information known by you before the Company’s disclosure. Such obligation will, however, survive termination of this agreement, and the Company will have the right to ask a court to prevent (through injunction) your breach of this obligation, rather than being limited to seeking only damages.

 

No Warranties

 

All materials, documents, and other information provided by the Company to Members under this Agreement are provided on an “as is” basis, with no warranties, whether express, implied, statutory, contractual or otherwise, including but not limited to, any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.

 

Limitations on Liability

 

IN NO EVENT WILL THE AGGREGATE LIABILITY OF YOU OR THE COMPANY PURSUANT TO CLAIMS MADE UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU AS ANNUAL FEES IN THE TWELVE (12) MONTH PERIOD PRECEDING SUCH CLAIM. IN NO EVENT WILL YOU OR THE COMPANY BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING FOR BREACH OF WARRANTY OR IN TORT, EVEN IF YOU OR THE COMPANY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS SHALL NOT APPLY TO LIMIT OR WAIVE THE RIGHT OF THE COMPANY TO SEEK INJUNCTIVE RELIEF TO ENFORCE YOUR CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT.

 

Non-US Members

 

If you become a Member from a location outside the United States, you may not be eligible to receive all or portions of the benefits set forth in this Agreement. If you choose to become a Member or to access materials provided to Members from locations outside the United States, you do so on your own initiative and at your own risk, and you are responsible for compliance with local laws if and to the extent applicable. The Company reserves the right to limit the availability of Member materials, information, or other benefits outside the United States, at any time and in the Company’s sole discretion, to comply with applicable law or otherwise.

 

Applicable Law and Venue/Waiver of Jury Trial

 

This Agreement and all matters relating to this Agreement are governed by the laws of the State of Michigan, United States of America, without regard to the conflict of laws provisions thereof. Any legal suit, action or proceeding related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in the State of Michigan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. both you and the company irrevocably and unconditionally waive any right YOU OR THE COMPANY may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.

 

General

 

Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise between you and the Company, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. All notices under this Agreement shall be in writing and addressed to the Company’s headquarters or the address specified by you in connection with this Agreement, as applicable. This Agreement constitutes the sole and entire agreement between you and the Company with respect to the subject matter contained herein, and the terms of this Agreement which by their nature would be expected to survive termination of this Agreement (including the confidentiality obligations set forth herein) shall so survive. Neither party shall assign or otherwise transfer any of its rights under this Agreement without the other party's prior written consent.