Terms & Conditions
Marketing IMPACT Council™
Membership Terms and Conditions Agreement
The Marketing IMPACT Council™ (“Council”) was founded by Greco Enterprises, LLC and is a d/b/a of Greco Enterprises, LLC, which maintains controlling ownership of the Council.
Each Individual Member and each Company/Organization Member, including its employees, officers, and directors, agrees to abide by the terms and conditions of Council membership (“Terms and Conditions”), as set forth below. Council may change the Terms and Conditions at any time with or without advance notice and each Member’s continued participation in the Council shall be considered acceptance of such changes. Failure to comply with Council Terms and Conditions may result in the suspension or termination of an Individual’s or a Company’s/Organization’s Council membership, such suspension or termination to be determined in the sole and absolute discretion of the Council. Additionally, the Council may pursue all available legal and equitable remedies.
TERMS AND CONDITIONS
The initial term of Council membership is one (1) year (“Initial Term”) on a rolling basis, beginning on the day and date of acceptance by the Council of the prospective member’s application, unless specified otherwise in writing by the Council. The Council shall send membership renewal notices and/or invoices to its Members at least sixty (60) days prior to the Member’s membership renewal date. Notices and/or invoices shall be sent via email to the Member’s email address provided on the Membership Application.
Member Initiated Termination: If any Member cancels its membership prior to the expiration of the Initial Term or any renewal term (“Renewal Term”), Member shall be responsible for paying any outstanding amount of the full-year membership dues and/or other outstanding fees within five (5) business days of cancelling its membership. If the Council does not receive full payment within five (5) business days of such cancellation, Member hereby authorizes the Council to charge Member’s credit card or debit Member’s debit card account, if such accounts are on file with the Council
, in the amount of the remaining balance of Member’s membership and/or fees due.
Council Initiated Termination: The Council may, in its sole and absolute discretion, terminate Member’s membership if Member fails to pay dues or fees within thirty (30) days of notice and/or invoice and/or if Member is not in compliance with any of the Membership Terms and Conditions. If Member’s membership is so terminated, Member shall be obligated to pay all remaining membership dues and/or fees. If Council does not receive full payment within thirty (30) days of such termination, Member hereby authorizes Council to charge Member’s credit card or debit Member’s debit card account, if such accounts are on file with the Council in the amount of the remaining balance of Member’s membership.
In either case, if the Council does not have a credit card or debit card on file for the Member and/or is unable to process the required payments, the Member will remain responsible for all outstanding payments due. If full payment is not received within 30 days of notice of termination, the Council reserves the right to immediately use any and all legally allowable collection means available to obtain full payment in addition to interest accrued for such overdue amounts at the maximum rate allowable by law in the State of New Jersey.
The Council may increase membership dues upon the expiration of a Member’s Initial Term or Renewal Term. Notification of such increase will be made upon the rendering of the renewal notice and/or invoice sixty (60) days prior to the renewal of the Member’s membership renewal date.
Content and Copyright Notice
The Council owns all right, title, and interest in the Council website and all content on the Council website, as well as all other content created or otherwise owned by the Council in all other channels, including but not limited to the Council’s social channels (“Council Content”). Council Content is available to Members for their personal and non-commercial use. Any redistribution or reproduction of part or all of the Council Content in any form is prohibited. However, Members may print or download extracts of the Council Content for personal and non-commercial use only.
Members may not, except with Council’s express written permission, distribute or commercially exploit the Council Content nor transmit it or store it in any other website or other form of electronic retrieval system.
Certain Council Content may be marked “Confidential” or “Proprietary.” “Confidential” Council Content shall mean confidential, non-public, or other proprietary information including, without limitation, business strategies and tactics, trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, formulae, hardware, knowhow, ideas, inventions, whether patentable or not, photographs, plans, procedures, processes, reports, research, samples, sketches, software, specifications, business information, including customer and distributor names, marketing information, operations, plans, products, financial information, including pricing, and other confidential information that is disclosed. In that event, Member agrees to take all reasonable necessary steps to ensure and maintain the confidentiality of such content and not disclose or make it available to any third parties.
Contributions to Council
For purposes of this provision, “content” and/or “Council 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.
Members may in the course of their activities with and within the Council contribute to Council 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 the Council 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 “Council Content” or provided with an express statement that it is a contribution to the Council; (ii) any content provided to the Council to be included in the Council standards, specifications, policies, guidance, reports, analyses, procedures that are published by the Council or as part of a larger compilation or identified as a Council publication, whether in written or electronic form; or (iii) any content that is developed in connection with Member’s membership in the Council, developed in connection with Member’s participation in a Council working group or committee, or developed by Member in connection with Member making a presentation at a Council event. Content shall be the exclusive property of Council (becoming Council Content) and the Council 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, to take any actions and execute all documents as the Council may reasonably require to vest in the Council or its nominees the rights referred to herein and to secure for the Council or its nominees all right, title and interest in and to the content.
Council Trademark Use & Conditions
1. The Council 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 “Marketing IMPACT Council™,” the abbreviation “Council,” the abbreviation “MIC,” and any and all related designs and logos and any modifications or derivations thereof.
2. The Council 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 the Council. Member shall not use the Marks for any other purpose.
3. Any reference by Member to the Council website, including but not limited to http://www.mktgimpactcouncil.com, and/or the Council’s social channels shall include a link to such website or channels and any reference by Member to statistics, reports, or other materials produced and/or owned by the Council shall include a reference to any and all of the Council’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 the Council.
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 the Council for whatever reason.
6. Member’s right to use the Marks in accordance herewith may be terminated by the Council in the event the Council 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 two (2) business days of the date of such termination.
7. Member acknowledges and agrees that the Council 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 (a) any use by third parties that infringes on the Marks, or (b) any claims by third parties against Member’s use of the Marks, Member shall notify the Council of such infringement, claim, suit, or demand.
9. Member agrees to defend, indemnify and hold the Council, its owners, officers, directors, advisors, 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 the Council 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.
Online Payment Center Terms and Conditions
By accessing or using Council’s online payment service, Stripe, Member agrees to be bound by all applicable terms and conditions. The Council may modify the terms and conditions at any time, with or without notice.
The Council online payment service is provided to Member to facilitate payment of dues, sponsorships, and fees associated with other products and services.
The Council will not be liable for any deficiencies in the accuracy, completeness, availability, privacy, security, or timeliness of payment information sent via this online payment service. The Council will not be liable for any damages of any kind arising from the use of this online payment site, including, but not limited to, direct, indirect, incidental, consequential, exemplary, and punitive damages. The Council will not be liable for any breach of Member’s personal or credit card information resulting from the interception of such information during its transmission to the Council. Member expressly agrees that its use of this service is at Member’s sole risk. Member agrees that it will not intentionally provide false information when accessing or using the Council’s online payment service.
The Council is committed to Member’s privacy and will not distribute information sent via this service to third parties. The Council’s finance and membership departments alone have access to data collected and will not store any personally identifiable information, including credit card information.
Disclaimers; Limitation of Liability
THE COUNCIL COLLABORATES WITH VARIOUS THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE COUNCIL’S STRATEGIC PARTNERS, FOR THE EXECUTION OF SOME PORTIONS OF THE BENEFITS ASSOCIATED WITH THE COUNCIL’S OVERALL VALUE PROPOSITION. THE ELIGIBILITY FOR SUCH BENEFITS IS SUBJECT TO MEETING THE ELIGIBILITY CRITERIA ASSOCIATED WITH THE SPECIFIC THIRD-PARTY COLLABORATING ENTITY PROVIDING SUCH BENEFITS AND THE DELIVERY OF SUCH BENEFITS IS ULTIMATELY THE RESPONSIBILITY OF THAT THIRD-PARTY COLLABORATING ENITITY.
THE COUNCIL SITE, COUNCIL CONTENT, AND ANY OTHER GOODS OR SERVICES PROVIDED BY THE COUNCIL ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES, OR REPRESENTATIONS MADE BY THE COUNCIL WITH RESPECT TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. FURTHERMORE: (a) THE COUNCIL MAKES NO WARRANTY THAT THE COUNCIL WEBSITE OR THE COUNCIL CONTENT, AND ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE; (b) MEMBER’S USE OF THE COUNCIL WEBSITE AND THE COUNCIL CONTENT, AND MEMBER’S RELIANCE THEREON, IS AT MEMBER’S OWN RISK; (c) THE COUNCIL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ADEQUACY, TRUTH, COMPLETENESS, ACCURACY OR TIMELINESS OF THE COUNCIL CONTENT, AND; (d) THE COUNCIL 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 THE COUNCIL OR ANY OF ITS OWNERS, STRATEGIC PARTNERS, OTHER THIRD PARTY COLLABORATORS, SPONSORS, ADVERTISERS, VENDORS, OR PRODUCT /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 THE COUNCIL, THE USE OF, OR INABILITY TO USE, THE COUNCIL SITE OR THE COUNCIL CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE COUNCIL OR ANY OF ITS OWNERS, STRATEGIC PARTNERS, OTHER THIRD PARTY COLLABORATORS, SPONSORS, ADVERTISERS, VENDORS, OR PRODUCT/SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE COUNCIL’S MAXIMUM LIABILITY TO ANY MEMBER SHALL BE THE AMOUNT OF THE MEMBERSHIP DUES PAID BY MEMBER TO THE COUNCIL 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, THE COUNCIL 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.
MEMBER AGREES TO DEFEND, INDEMNIFY AND HOLD THE COUNCIL, ITS OWNERS, OFFICERS, DIRECTORS, ADVISORS, 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 MEMBERSHIP IN THE COUNCIL.
Governing Law and Venue
These Terms and Conditions shall be construed, enforced and performed in accordance with the laws of the State of New Jersey, 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 New Jersey shall have exclusive jurisdiction over the parties to enforce these Terms and Conditions.
If you have any questions regarding the information in this document, please contact firstname.lastname@example.org