Open Data Center Alliance, Inc.
“Agreement” or “Participation Agreement”)
By the assent of its authorized representative , the below identified Participant company (“Applicant”), including its Affiliates, as defined in the Bylaws (“Bylaws”) of Open Data Center Alliance, Inc., a non-profit corporation formed under the laws of the State of Delaware (the “Corporation”), hereby agrees to be bound by the terms of this Agreement, as well as the terms and conditions stated in the Certificate of Incorporation and Bylaws (collectively, the “Organizational Documents”) of the Corporation, any amendments thereto, and the terms of any and all current and future policies and/or procedures that are adopted by the Board of Directors of the Corporation pursuant to the Bylaws as may apply to the membership classification stated in the Bylaws, including, but not limited to, any current or future membership criteria (collectively, “Other Policies”).
Copies of the Organizational Documents and any Other Policies, including, but not limited to, the applicable membership fee, are available for review at the Corporation’s website. Applicant is encouraged to review, and will be deemed to have reviewed, these materials prior to the Applicant’s assent to this Agreement. All capitalized terms used in this Participation Agreement without definition shall have the meanings ascribed to such terms in the Bylaws.
No Participation Agreement is binding on the Corporation (i) unless and until the membership fee designated herein, if any (which fee may be modified or deferred by action of the Board of Directors of Corporation at any time and from time to time) has been received in full by the Corporation; and (ii) until the Participation Agreement is accepted by the Corporation in accordance with, and subject to, the Organizational Documents and any Other Policies, as may be amended. If the Corporation accepts this Participation Agreement, the Applicant’s right to be admitted as a member, and its continued right to participate as a member, of the Corporation is subject at all times to its compliance with all Organizational Documents and Other Policies, as they may be amended from time to time and at any time.
Applicant further acknowledges and agrees that, as a result of, and subject to, the membership admissions and qualification requirements of the Corporation Organizational Documents and Other Policies: (i) Applicant will initially be admitted to the Corporation in the Adopter member class only; and (ii) thereafter, Applicant may only be eligible to participate in certain, but not all, other member classes at other times during the Applicant's membership participation with the Corporation.
The individual assenting to this Participation Agreement on behalf of Applicant warrants that he or she has all requisite authority for and on behalf of, and all requisite ability to bind, the Applicant seeking membership.
Subject to the provisions of the Bylaws and any of the Other Policies, the term of membership shall be on a two (2) year basis and, subject to payment of all outstanding membership fees, shall automatically renew for successive two (2) year terms. Applicant agrees to pay in full the initial and all renewal membership fees as established by, and in accordance with all policies set forth by, the Board of Directors, as such may be amended by the Board of Directors at any time and from time to time. Annually, the Corporation will invoice the then current renewal fee (if any) to Applicant ninety (90) days prior to the date the fees are due. Failure to make a timely payment shall be cause for suspension and termination of membership and member benefits. Applicant’s only financial obligation to the Corporation is the membership dues as approved and stated by the Board of Directors.
All notices required hereunder or under the Organizational Documents or any Other Policies shall be in writing and sent to the representative designated by the Applicant at the address designated by the Applicant, or to such other addresse(s) as such Applicant’s representative may later specify by written notice to the Administrative Advisor. If the representative designated by the Applicant does not update his or her contact information then Applicant waives any right to receive a notice that is sent to the wrong person or address provided such notice is sent to the address on record provided by Applicant’s representative.
Any claim or dispute arising under or relating to this Participation Agreement, the Bylaws, the Other Policies, or Applicant’s participation in the Corporation shall be governed by the internal substantive laws of the State of Delaware, without regard to principles of conflict of laws. This Participation Agreement may not be amended or modified except by an instrument in writing duly executed by the Corporation and Applicant.
The Applicant agrees that once paid, all membership fees are nonrefundable for any reason, including termination of membership.
Payments may be made by check or wire transfer payable to the order of the “Open Data Center Alliance, Inc.” Submit payment along with this completed form to:
Open Data Center Alliance, Inc.
3855 SW 153rd Drive Beaverton, OR 97006
Phone: +1 503-619-2368
Fax: +1 503-644-6708