Membership Terms and Conditions Agreement

Each Member, including its employees, officers and directors, agrees to abide by the terms and conditions of membership in BRIDGE (“Terms and Conditions”), as set forth below. BRIDGE may change the Terms and Conditions at any time, with notice, and each Member’s continued participation shall be considered acceptance of such changes. Failure to comply with these Terms and Conditions may result in the suspension or termination of Company’s membership, such suspension or termination to be determined in the sole and absolute discretion of BRIDGE. Additionally, BRIDGE may pursue all available legal and equitable remedies.

TERMS AND CONDITIONS

Term

The initial term of membership is one (1) year (“Initial Term”). BRIDGE shall send membership renewal invoices to its Members at least sixty (60) days prior to the Member’s membership renewal date. A Member’s membership may be renewed automatically for additional one (1) year terms (each a “Renewal Term”) under the same membership terms and conditions of such Member’s current BRIDGE membership unless such Member notifies the BRIDGE in writing at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term of its intent not to renew or of its intent to change its membership category.

Termination Policy

If any Member cancels its membership prior to the expiration of the Initial Term or any Renewal Term, Member shall pay any outstanding amount within five (5) days of cancelling its membership. BRIDGE may, in its sole and absolute discretion, terminate Member’s membership if Member fails to pay dues or fees within one hundred and twenty (120) days of invoice. If Member’s membership is so terminated, Member shall be obligated to pay all remaining membership dues within five (5) days of receipt of such notice by BRIDGE.

Dues Increase:

BRIDGE may increase membership dues upon the expiration of a Member’s Initial Term or Renewal Term.

Content and Copyright Notice

BRIDGE owns all right, title and interest in the BRIDGE Site and all content on the BRIDGE Site, as well as all other content created or otherwise owned by BRIDGE (“BRIDGE Content”). BRIDGE Content is available to Members for their personal and non-commercial use. Any redistribution or reproduction of part or all of the BRIDGE Content in any form is prohibited other than the following:

• Members may print or download extracts of the BRIDGE Content for personal and non-commercial use only.
• Members may make copies of BRIDGE Content for individual third parties for their personal and non-commercial use, but only if Members and such third parties acknowledge that the BRIDGE is the source of the material and do not remove or alter any copyright notice in the BRIDGE Content.

Members may not, except with BRIDGE’s express written permission, distribute or commercially exploit the BRIDGE Content nor transmit it or store it in any other website or other form of electronic retrieval system.

Confidential Information

Certain BRIDGE 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 BRIDGE

Members may contribute to BRIDGE 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 BRIDGE 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, but not limited to (i) any Content expressly labeled as “Content” or provided with an express statement that it is a contribution to BRIDGE; (ii) any Content provided to BRIDGE to be included in BRIDGE standards, specifications, policies, guidance, reports, analyses, procedures that are published by the BRIDGE or as part of a larger compilation or identified as a BRIDGE publication, whether in written or electronic form; or (iii) any Content that is developed in connection with Member’s membership in BRIDGE, developed in connection with Member’s participation in a BRIDGE working group or committee, or developed by Member in connection with Member making a presentation at a BRIDGE 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 BRIDGE (becoming BRIDGE Content) and BRIDGE 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 BRIDGE’s expense, to take any actions and execute all documents as BRIDGE may reasonably require to vest in BRIDGE or its nominees the rights referred to herein and to secure for BRIDGE or its nominees all right, title and interest in and to the Content.

BRIDGE Trademark Use & Conditions

1. BRIDGE 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 “BRIDGE,” the abbreviation “BRIDGE” and any and all related designs and logos and any modifications or derivations thereof.
2. BRIDGE 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 BRIDGE. Member shall not use the Marks for any other purpose.
3. Any reference by Member to the BRIDGE Site, including but not limited to www.bridgethegap.co , shall include a link to such website and any reference by Member to statistics, reports or other materials produced and/or owned by BRIDGE shall include a reference to any and all of BRIDGE’s copyright or other ownership interest in the same.
4. 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 BRIDGE.
5. Unless terminated as provided below, Member’s right to use the Marks in accordance herewith shall terminate upon termination of Member’s membership in BRIDGE for whatever reason.
6. Member’s right to use the Marks in accordance herewith may be terminated by BRIDGE in the event BRIDGE 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.
7. Member acknowledges and agrees that BRIDGE 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.
8. 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 BRIDGE of such infringement, claim, suit or demand.
9. Member agrees to defend, indemnify and hold BRIDGE, 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.
10. If any legal action is initiated by either Member or BRIDGE 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.

Disclaimers; Limitation of Liability

THE BRIDGE SITE, BRIDGE CONTENT AND ANY OTHER GOODS OR SERVICES PROVIDED BY BRIDGE ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS MADE BY BRIDGE WITH RESPECT TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. FURTHERMORE: (a) BRIDGE MAKES NO WARRANTY THAT THE BRIDGE SITE OR BRIDGE CONTENT, AND ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; (b) MEMBER’S USE OF THE BRIDGE SITE AND BRIDGE CONTENT, AND MEMBER’S RELIANCE THEREON, IS AT MEMBER’S OWN RISK; (c) BRIDGE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ADEQUACY, TRUTH, COMPLETENESS, ACCURACY OR TIMELINESS OF BRIDGE CONTENT, AND; (d) BRIDGE 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 BRIDGE 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 BRIDGE, THE USE OF, OR INABILITY TO USE, THE BRIDGE SITE OR BRIDGE CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF BRIDGE OR ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BRIDGE’S MAXIMUM LIABILITY TO ANY MEMBER SHALL BE THE AMOUNT OF THE MEMBERSHIP DUES PAID BY MEMBER TO BRIDGE 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, BRIDGE 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.

Governing Law and Venue

These Terms and Conditions shall be construed, enforced and performed in accordance with the laws of the State of California, without reference to its principals of conflicts of laws, to the extent not pre-empted by federal law. The United States District Court or any State Court located in San Diego, California shall have exclusive jurisdiction over the parties to enforce these Terms and Conditions.