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APNIC Document identity
Title: Standard APNIC Membership Agreement
Short title: membership-agreement
Document ref: membership-agreement
Version: 002
Date of original publication: 1 December 2001
Date of this version: 7 February 2012
Review scheduled: n/a
Obsoletes: APNIC-050-v001
Status: Adopted
Comments:
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Standard APNIC Membership Agreement
General details
---------------
Member's details
Name of organization: _____________________
Address for notices and legal correspondence:
a) Street or postal address:
______________________________
______________________________
______________________________
______________________________
b) Email address:
______________________________
Following details to be inserted by APNIC Pty Ltd
Account name (as assigned by APNIC Pty Ltd):
________________________
Membership date: ________________________
Renewal dates: ________________________
________________________
________________________
________________________
Recitals
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A. APNIC Pty Ltd ("the Company") is a non-profit proprietary limited
company incorporated under Australian law.
B. The Company is committed to acting in accordance with the interests
and wishes of its membership in pursuing the following objectives:
* To support APNIC members in fulfilling their responsibilities as
managers of Internet resources;
* To promote the representation of the APNIC membership and the
Internet community of the Asia Pacific region by ensuring open and
transparent communications and consensus- driven decision-making
processes;
* To promote responsible management of Internet resources throughout
the Asia Pacific region, as well as the responsible development
and operation of Internet infrastructures;
* To promote and advance technical policy development in relation to
APNIC services, and to Internet resource management in general;
* To provide high-quality Internet resource management services to
APNIC members, namely resource allocation services, registration
and database services, and membership administration and support
services;
* To assist Internet development activities in the Asia Pacific
region, relating to the above objectives.
C. Under the Company's Articles of Association (Article 9.3), the
Company has the power to establish, regulate, and delegate certain
powers to a Special Committee. The Company has established a
Special Committee called APNIC, referred to here as "the Special
Committee".
D. The Special Committee is subject to the Company's Articles of
Association and governed by By-laws (created under Article 9.4). The
organizational structure of the Special Committee includes Members,
General Meetings, an Executive Council (appointed by the Members),
and a General Secretariat (the Company's staff).
E. 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, the Company and the Member agree that the
following terms will govern their relationship.
1 Definitions
----------------
The definitions and interpretation provisions of the APNIC Definitions
Document (available at the Company’s website at <http://www.apnic.net>)
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
(a) 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 APNIC Membership Agreement as it
exists at the time of renewal.
(b) 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
APNIC 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
APNIC Documents and terminate this Membership Agreement.
3 Obligations
----------------
3.1 The Company's obligations
The Company must:
(a) Establish and maintain mechanisms which support open
communications within the Asia Pacific Internet community,
for the development of policies and procedures relating to
Internet resource management;
(b) Promote and support training and educational activities
relating to development of Internet services and
responsible management of Internet resources;
(c) Undertake other activities as required by the Members in
support of Internet development within the Asia Pacific
region;
(d) Consider all requests relating to the operations of the
Company that are made by members either directly or
through the Executive Council;
(e) 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;
(f) Provide rights and services (including delegated
resources) to the Member in accordance with the APNIC
Membership Schedule and other APNIC Documents;
(g) Not disclose to any person (except to the General
Secretariat, Internet Administration Authorities, staff
and contractors performing necessary work for APNIC who
sign a non-disclosure agreement, or as legally required to
do so) any confidential information which the Member
provides to the Company;
(h) Maintain the APNIC 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:
(a) Promptly pay all fees and charges due to the Company in
accordance with the Fee Schedule;
(b) Not provide any information to the Company or the Special
Committee which is false or misleading;
(c) 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;
(d) Comply with this agreement and all APNIC 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.
(a) To the extent permitted by law, the Company excludes all
liability to the Member arising out of or in connection
with this agreement, the APNIC 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,
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.
(b) 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 APNIC
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
(a) If the Company reasonably believes that the Member has
breached this agreement or any of the APNIC Documents then
the Company must send a written notice ("Notice") to the
Member.
(b) 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:
(a) The Member has not committed the breach; or
(b) The Member has remedied the breach in accordance with
clause 4.1(b)(1); or
(c) 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:
(a) A subsequent Notice as described in section 4.1(b); or
(b) A written notice immediately revoking some or all of the
Member's rights under the APNIC 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:
(a) 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
(b) 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 APNIC Documents
The Member agrees that:
(a) The APNIC Documents may be amended from time to time in
accordance with the Document Review Policy;
(b) Any such amendments are binding upon the Member;
(c) APNIC Documents as they exist from time to time form an
integral part of and apply fully to this agreement; and
(d) If the membership is either terminated or not renewed, the
Member shall continue to be bound by the provisions of this
agreement and other APNIC Documents to the extent that the
provisions relate to the use of resources or disputes
arising from this agreement or any other APNIC documents.
5.2 Governing law
(a) This agreement is governed by the laws of Queensland,
Australia.
(b) Subject to the Dispute Resolution Document, the Member and
the Company irrevocably submit to the exclusive
jurisdiction of the courts of Queensland, Australia.
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.
Executed as an agreement:
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Signed for
[insert company name of Member]
by its authorized representative: in the presence of:
______________________________________ ___________________________
Signature of authorized representative Signature of Witness
______________________________________ ___________________________
Full name of authorized representative Full name of Witness
(please print) (please print)
__________________________________________________
Official company title of authorized representative
(please print)
Signed for
APNIC Pty Ltd
by its authorized representative: in the presence of:
______________________________________ ___________________________
Signature of authorized representative Signature of Witness
______________________________________ ___________________________
Full name of authorized representative Full name of Witness
(please print) (please print)
__________________________________________________
Official company title of authorized representative
(please print)