Upon mutual acceptance of the Terms and Conditions herein, Trace Alliance enters into a Membership Agreement with you, as the Member.
Trace Alliance is an unincorporated working group with the Chief Executive Officer of OriginTrail, d.o.o. as with sole decision maker and who can delegate such authority as deemed appropriate in their sole discretion. Member participation in any Trace Alliance Membership Meetings, Forums’ or Work Group activities seek to promote connections and collaborations between businesses, start-ups, academics, business leaders and technology vendors with supply chain subject matter experts. The collaborative effort of the Trace Alliance seeks resolution of different challenges in organizations in the field of supply chains and using the OriginTrail protocol.
To enable open, IPR safe, voluntary, neutral discussions and contributions towards Material to be published by Trace Alliance, the Member agrees to the following obligations of confidentiality with respect to Information received through participation and to the resulting intellectual property of Contributions made:
ALL MATERIALS AND INFORMATION PROVIDED BY TRACE ALLIANCE ARE PROVIDED “AS IS”, AND TRACE ALLIANCE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TRACE ALLIANCE BE LIABLE FOR ANY LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE FOR ANY LOSSES OR DAMAGE ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT SHALL TRACE ALLIANCE BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, CONTRACTS, PRODUCTION OR USE.
The Member acknowledges that because of the special nature of Trace Alliance it is reasonable for Trace Alliance to exclude liability as above and for the Member to take measures, including insurance where appropriate, to mitigate or prevent any potential losses that may arise (provided that such measures are not in breach of these Terms and Conditions).
If any third party makes or threatens to make any claim (or if, in the opinion of Trace Alliance such a claim is likely) that the use by the Member of any Materials or other Information infringes any intellectual property right of such third party, Trace Alliance may, at its option, either secure the Member’s right to continue using the Materials, make the Materials non-infringing or withdraw the Materials on one month’s written notice whereupon the Member shall not be authorized to make any further use of the materials. This sub-clause states the entire responsibility of Trace Alliance concerning infringement of third party intellectual property rights.
The Membership Agreement may be terminated by either party at any time by giving to the other notice in writing.
Trace Alliance and OriginTrail, d.o.o. may refer to Member on their websites, in press-releases, in marketing materials and advertising resources in any medium and may use Member’s corporate name and logo (including without limitation any name and/or logo protected by trademark or copyright), product names, trademarks, brand(s) and trade name(s) (collectively, “Member Marks”) for this purpose. Member hereby grants Trace Alliance and OriginTrail, d.o.o. a limited, non-exclusive, royalty-free and non-transferable license to use Member Marks for this purpose during the Term of this Agreement. Trace Alliance and OriginTrail, d.o.o. shall not use Member Marks for any other purpose without Member’s prior written consent.
These Terms and Conditions may be modified by the inclusion by Trace Alliance of additional requirements or terms on ninety (90) days written notice to the Member. In the event that the Member does not agree to such additional requirements, the Member may resign from Trace Alliance by providing written notice.
The Membership Agreement and any issues related to it shall be governed by and interpreted in accordance with the substantive law of England, excluding all conflict of law provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods.
Trace Alliance and the Member agree that they shall attempt to resolve any disputes, controversies or differences arising out of or relating to this Agreement through negotiations between senior executives of the Parties, who have authority to settle the same, before resorting to litigation. Any remaining unresolved disputes and issues related to the Member Agreement not resolved in negotiations shall be resolved by binding arbitration under the London Court of International Arbitration (“LCIA”) Rules, which Rules are deemed to be incorporated by reference into this Membership Agreement. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be London, United Kingdom. The language used in the arbitral proceedings shall be English. The governing law of any arbitration shall be the substantive law of England. The determinations of the LCIA Court with respect to all matters relating to the arbitration shall be conclusive and binding upon Trace Alliance and the member hereto. This arbitration provision shall survive termination of the Membership Agreement. The provisions of this section shall not apply, however, to any application for an equitable remedy before the courts, or any action seeking enforcement of any decision by an arbitrator appointed under this section.
If any provision of the Membership Agreement is for any reason declared illegal in any country, all other provisions shall remain in full force and effect to the fullest extent permitted by such law. For the avoidance of any doubt, any such finding of illegality in any country shall not affect the validity of any provisions of the Membership Agreement in other countries.