Agreement

Individual Affiliate Agreement

The Linux Foundation This Individual Affiliate Agreement (“Agreement”) is entered into as of the day the financial transaction is completed between The Linux Foundation (“LF”), an Oregon nonprofit mutual benefit corporation, and you (“Individual Affiliate”).

Recitals

WHEREAS, LF has been formed as a nonprofit mutual benefit corporation to promote, protect and standardize Linux® and open source software; and

WHEREAS, LF has established an Individual Affiliate Class for the purpose of providing individuals with a means to participate in and benefit from certain activities of LF; and

WHEREAS, Individual Affiliate would like to participate in the Individual Affiliate Class of LF;

NOW, THEREFORE, LF agrees to recognize Individual Affiliate as a member of the Individual Affiliate Class of LF on the terms and conditions contained herein, and Individual Affiliate agrees to abide by the terms and conditions contained herein.

Agreement

1. Individual Affiliate Status.

1.1 Individual Affiliates Not Members. Individual Affiliate acknowledges and agrees that Individual Affiliate shall not be deemed a “member” of LF (as such term is defined in the bylaws of LF and Chapter 65 of the Oregon Nonprofit Corporation Act (the “Act”)), and shall not have any of the rights and privileges of “voting statutory members” as defined in Section 65.227 of the Act. Individual Affiliate shall have no such rights nor be considered a “member” of LF even though Individual Affiliate may be described as an “Individual Affiliate Member.”

1.2 Restricted Voting Rights for Individual Affiliates. Individual Affiliate acknowledges and agrees that Individual Affiliate shall not have any right to vote (i) in the election of any directors, provided that Individual Affiliate shall have the right, participating as a member of the Individual Affiliate Class, to appoint at-large directors as may be provided in the Bylaws, (ii) on a sale, lease, exchange, or other disposition of all or substantially all of the assets of this corporation, (iii) on a merger of this corporation, (iv) on a dissolution or reorganization of this corporation, (v) on amendments to this corporation’s Articles of Incorporation (the “Articles”) or Bylaws, or (vi) on any other action otherwise requiring the vote of members.

2. Individual Affiliate Requirements.

2.1 Adherence to LF Regulations. “LF Regulations” means the bylaws, articles of incorporation, policies, and procedures of LF as adopted, amended, restated, and established from time to time by LF, including without limitation, the Bylaws, the Antitrust Policy, all other policies adopted by LF and communicated to Individual Affiliate, as provided below, and, in the event Individual Affiliate participates in a working group, such working group’s participation agreement and charter, if any. The LF Regulations are incorporated herein by reference. LF agrees to publish and maintain on its official website (currently, www.linuxfoundation.org) (the “LF Site”), the LF Regulations, as are in effect from time to time. Individual Affiliate represents that it has reviewed the LF Regulations on the LF Site as of the date hereof. Individual Affiliate agrees to be bound by and adhere to the LF Regulations and all other agreements (including this Agreement) between LF and Individual Affiliate in connection with Individual Affiliate’s status with LF, and Individual Affiliate acknowledges and agrees that Individual Affiliate’s status with LF is conditioned upon Individual Affiliate’s agreement to be so bound. LF agrees to publish on the LF Site any new and/or revised LF Regulations adopted by LF from time to time and to notify Individual Affiliate by email of any new and revised LF Regulations (the “New Regulation Notice Date”). Individual Affiliate shall be bound by duly adopted and/or revised LF Regulations unless Individual Affiliate elects in writing to terminate this Agreement and its Individual Affiliate status in LF no later than 30 days following the New Regulation Notice Date.

2.2 Individual Affiliate Dues; Late Fees. This Agreement shall not be effective, and Individual Affiliate shall not be deemed an Individual Affiliate of LF, until Individual Affiliate's dues have been paid via PayPal, Google Checkout, or similar financial system. Individual Affiliate’s participation in the Individual Affiliate Class will renew automatically on the anniversary date(and Individual Affiliate will be obligated to pay all applicable dues and fees for such subsequent year) unless Individual Affiliate notifies LF in writing no less than 30 days prior to the subsequent anniversary that it intends to terminate its Individual Affiliate status. LF agrees to notify Individual Affiliate by email of any decision by LF to increase or impose additional dues, fees or assessments (any such increase or additional dues, fees or assessments, a “Revised Individual Affiliate Dues” and the date of such email notice, the “New Fee Notice Date”). In the event Individual Affiliate withdraws from LF within 30 days following the New Fee Notice Date, Individual Affiliate shall have no liability for payment of such Revised Individual Affiliate Dues. If Individual Affiliate does not withdraw in writing within 30 days following the New Fee Notice Date, Individual Affiliate shall pay all such Revised Individual Affiliate Dues, even if Individual Affiliate subsequently terminates its Individual Affiliate status with LF.

2.3 Costs and Expenses. Individual Affiliate shall bear all of its own costs and expenses related to its Individual Affiliate status with LF including, but not limited to, compensation payable to Individual Affiliate's participation in the LF (to the extent permitted), and all travel and other expenses associated with the Individual Affiliate’s participation in LF meetings and conferences (to the extent permitted). Individual Affiliate understands and agrees that Individual Affiliate has no right to reimbursement from LF.

2.4 Publicity. Individual Affiliate may publicly disclose and identify its own Individual Affiliate status with LF in documentation, press releases, brochures and other materials provided, however, that all such references are truthful and accurate.

2.5 Intellectual Property Rights. Notwithstanding any LF Regulations and any other term or condition contained in this Agreement, LF and Individual Affiliate acknowledge and agree that this Agreement does not result in any transfer, license, contribution or other grant to LF of any of Individual Affiliate’s rights in any intellectual property rights held or owned by Individual Affiliate, whether now or in the future. Any such transfer, license, contribution or other grant shall be governed by the terms and conditions of a separate written agreement, if any, executed by Individual Affiliate and LF specifically addressing the terms and conditions of any such transfer, license, contribution or grant. This provision 2.5 shall supersede any all prior or contemporaneous agreements that conflict with such terms.

2.6 Privacy Policy. Individual Affiliates agrees to The Linux Foundation Website Privacy Policy.

3. Withdrawal; Termination.

Individual Affiliate may give written notice of its intent to terminate its Individual Affiliate status in LF at any time. Individual Affiliate shall have no right to a refund of any dues, fees or assessments paid. Except as otherwise provided in Sections 2.1 and 2.2, above, Individual Affiliate shall remain liable for paying dues, fees, or assessments properly levied prior to the termination of its Individual Affiliate status. Upon termination of Individual Affiliate’s Individual Affiliate status for any reason, this Agreement shall automatically terminate with respect to Individual Affiliate, and Individual Affiliate shall no longer be an Individual Affiliate of LF or enjoy any rights or privileges associated therewith. The termination of this Agreement shall not affect any rights or obligations that by their nature survive termination, whether arising under this Agreement, the LF Regulations, other agreements between Individual Affiliate and LF, or otherwise.

4. General.

4.1 No Implied Joint Venture. This Agreement does not create a joint venture, partnership or other form of business association between the Individual Affiliates nor an obligation to develop, make available, use, license, buy or sell any information, product, services or technology.

4.2 Severability; Interpretation. The provisions of this Agreement are severable. If any provision of this Agreement or its application is held invalid or unenforceable, the invalidity or unenforceability shall not affect other obligations, provisions, or applications of this Agreement which can be given effect without the invalid or unenforceable obligations, provisions, or applications. The headings in this Agreement are for reference only. They will not affect the meaning or interpretation of this Agreement.

4.3 Nontransferability of Individual Affiliate Status. Individual Affiliate may not transfer its Individual Affiliate status in LF or the rights granted hereunder. Such prohibition on transfers shall include transfers to Individual Affiliate’s parent or any subsidiary or Individual Affiliate of Individual Affiliate or Individual Affiliate’s parent.

4.4 Waiver. No approval, consent or waiver will be enforceable unless signed by the granting party. Failure to insist on strict performance or to exercise a right when entitled does not prevent a party from doing so later for that breach or a future one.

4.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

4.6 Effectiveness. This Agreement shall become effective as provided in Section 2.2 above.

4.7 Integration. This Agreement and all other agreements incorporated herein by reference constitute the entire agreement between the Individual Affiliate and LF, and supercedes all prior agreements with the LF and its predecessors, successors and assigns, whether written or oral, concerning the subject matter of this Agreement. No addition to or modification of any provision of this Agreement shall be binding on LF or Individual Affiliate unless in writing signed by both.

4.8 Governing Law, Forum and Attorney Fees. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Oregon. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Multnomah County, Oregon, for any dispute arising under this Agreement.

4.9 Notices. All notices, requests and demands given to or made pursuant hereto shall be in writing and be delivered or mailed to any such party at its address as set forth at the end of this Agreement. Either party may change its address, by notice to the other party given in the manner set forth in this Section. Any notice, if mailed properly addressed, postage prepaid, registered or certified mail, shall be deemed dispatched on the registered date or that stamped on the certified mail receipt, and shall be deemed received within the third business day thereafter or when it is actually received, whichever is sooner.

5. @linux.com Email Forwarding Service (hereby referred to as "Service").

5.1 Email Forwarding. You may select an alias for the domain linux.com which can be forwarded to the email address of your choosing. The Service is available to individual affiliates whose membership has not expired. You acknowledge that, following termination of your Individual Affiliate status, a linux.com email address formerly allocated to you may be allocated to another person and that email messages intended for you may be forwarded to such person. The Linux Foundation shall have no liability in this regard.

You acknowledge that we may establish general practices and limits concerning use of the Service including without limitation the maximum number of email messages and/or the maximum size of any email messages and/or attachments that may be forwarded to you and/or the nature and number of attempts that will be made to forward email messages before attempting to return them to the sender and, in the event of continued failure, discarding them.

The Linux Foundation will use reasonable endeavors to maintain the Service in a fully operating condition and error free. However, we cannot guarantee that this will always be the case. Your use of the Service is at your sole risk. The Service is provided on an 'as is' and 'as available' basis. Without prejudice to the generality of the foregoing, The Linux Foundation makes no warranty or representation that:

• the Service will meet your requirements;
• the Service will be uninterrupted, timely, secure or error-free.

No advice or information, whether oral or written, obtained by you from us shall create any warranty or other obligation. The Linux Foundation shall not be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages, including, but not limited to, damages for loss of profits, goodwill, use, data or any intangible losses resulting from the use or inability to use the Service or any other matter relating to the Service.

5.2 Lifetime Email Forwarding Option. In the event you have purchased the optional lifetime email address forwarding, the email forwarding service as listed in 5.1 will be available to you without regard to your Individual Affiliate Status. Therefore, the service will be available to you even if you choose not to renew your Individual Affiliate membership and your Individual Affiliate status is terminated.

6. Partner Discounts.

The Linux Foundation strives to keep current a compelling list of discounts to partners' products and services. The Linux Foundation reserves the right to change at its sole discretion the Linux Foundation events and training discounts at any time. By nature that the discounts are not controlled by the Linux Foundation, the partner discounts may be inoperable or discontinued at any time. Discounts cannot be combined with other offers. Discounts void where prohibited. The Linux Foundation shall not be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages, including, but not limited to, damages for loss of profits, goodwill, use, data or any intangible losses resulting from the use or inability to use the Partner Discounts or any other matter relating to the Partner Discounts.

7. Dissolution.

LF disclaims all liability for providing all benefits of individual affiliate status and the lifetime email forwarding service in the event of any dissolution, bankruptcy or similar event of the LF.

By executing this Agreement, Applicant agrees to be bound by the terms and conditions set forth in this Agreement, the bylaws of The Linux Foundation (“LF”), and all LF policies adopted under the Affiliate Agreement and bylaws. Annual Dues are established as indicated below. The LF can be reached by fax at +1-415-723-9709 or by email at memberservices (at) linuxfoundation.org.

Upon receipt of your agreement and transaction information, you will be charged directly. Fees due:

• Individual Affiliate Class Annual Dues $99
• Individual Affiliate Class Annual Dues for Student $25
  • (Annual fees are based upon USD)
• Individual Affiliate Class Lifetime Email Forwarding: $150
  • (One-time Fee is based upon USD)

Individual Affiliate status lasts for one year from the time of enrollment. You will be automatically re-billed unless you notify us to terminate your affiliate status 30 days prior to its expiration. Late payment of dues may be result in termination of Affiliate status.

Applicant acknowledges and agrees that upon termination of the Affiliate Agreement for any reason, either by LF or Affiliate, Applicant shall have no right to a refund of any dues, fees or assessments paid. Applicant shall remain liable for paying dues, fees, or assessments properly levied prior to the termination of its Affiliate status.

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