Agreement
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[APNIC-079] Standard APNIC Membership Agreement
Recitals
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A. APNIC Pty Ltd ("the Company") is a non-profit proprietary
limited company incorporated under Australian law.
B. The Company is committed to acting in accordance with the
interests and wishes of its membership in pursuing the
following objectives:
* To support APNIC members in fulfilling their
responsibilities as managers of Internet resources;
* To promote the representation of the APNIC membership
and the Internet community of the Asia Pacific region by
ensuring open and transparent communications and
consensus-driven decision-making processes;
* To promote responsible management of Internet resources
throughout the Asia Pacific region, as well as the
responsible development and operation of Internet
infrastructures;
* To promote and advance technical policy development in
relation to APNIC services, and to Internet resource
management in general;
* To provide high-quality Internet resource management
services to APNIC members, namely resource allocation
services, registration and database services, and
membership administration and support services;
* To assist Internet development activities in the Asia
Pacific region, relating to the above objectives.
C. Under the Company's Articles of Association (Article 9.3), the Company has
the power to establish, regulate, and delegate certain powers to a Special
Committee. The Company has established a Special Committee called APNIC,
referred to here as "the Special Committee".
D. The Special Committee is subject to the Company's Articles of Association
and governed by By-laws (created under Article 9.4). The organisational
structure of the Special Committee includes Members, General Meetings, an
Executive Council (appointed by the Members), and a General Secretariat
(the Company's staff).
E. In consideration of the Company accepting the Applicant as a Member of the
Special Committee, and the Member agreeing to pay all relevant Member fees,
the Company and the Member agree that the following terms will govern their
relationship.
1 Definitions
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The definitions and interpretation provisions of the APNIC Definitions Document
apply to this agreement.
2 Term
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2.1 Commencement & term
This agreement commences upon the membership date and is effective for one
year.
2.2 Renewals
(a) The Member may renew its membership by paying the Company the renewal
fee by the due date. By renewing its membership, the Member will be
deemed to have agreed to the terms of the Standard APNIC Membership
Agreement as it exists at the time of renewal.
(b) If the Member fails to renew its membership within 30 days of the due
date, then the Company may, by written notice to the Member, revoke all
of the Member's rights under the APNIC Documents.
2.3 Termination upon insolvency event
If there is an insolvency event then the Company may by written notice
immediately revoke all of the Member's rights under the APNIC Documents and
terminate this Membership Agreement.
3 Obligations
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3.1 The Company's obligations
The Company must:
(a) establish and maintain mechanisms which support open communications
within the Asia Pacific Internet community, for the development of
policies and procedures relating to Internet resource management;
(b) promote and support training and educational activities relating to
development of Internet services and responsible management of Internet
resources;
(c) undertake other activities as required by the Members in support of
Internet development within the Asia Pacific region;
(d) consider all requests relating to the operations of the Company that
are made by members either directly or through the Executive Council;
(e) ensure that the Executive Council considers all requests relating to
the operations of the Company that are referred to it either by the
members directly or through the Company;
(f) provide rights and services (including delegated resources) to the
Member in accordance with the APNIC Membership Schedule and other APNIC
Documents;
(g) not disclose to any person (except to the General Secretariat, Internet
Administration Authorities, staff and contractors performing necessary
work for APNIC who sign a non-disclosure agreement, or as legally
required to do so) any confidential information which the Member
provides to the Company;
(h) maintain the APNIC Documents in accordance with the Document Review
Policy, and make all reasonable efforts to keep current versions of
those documents publicly available on the Company's website.
3.2 Member's obligations
The Member must:
(a) promptly pay all fees and charges due to the Company in accordance with
the APNIC Membership Schedule;
(b) not provide any information to the Company or the Special Committee
which is false or misleading;
(c) inform the Company as soon as possible of any changes in material
information which the Member has previously supplied to the Company or
the Special Committee;
(d) comply with this agreement and all APNIC Documents.
3.3 Liability and indemnity
The Member and the Company acknowledge that the following clauses 3.3(a)
and 3.3(b) are essential in order to protect the membership as a whole and
the Company's ability to pursue the aims expressed in Recital B.
(a) To the extent permitted by law, the Company excludes all liability to
the Member arising out of or in connection with this agreement, the
APNIC Documents or delegated resources. This exclusion applies, without
limitation, to all liability in contract or tort for actions or
omissions of the Company or the Special Committee and their employees,
agents, and contractors.
(b) The Member indemnifies the Company against the full amount of all
expenses, losses, damages, and costs that the Company may incur as a
result, whether directly or indirectly, of any breach of this agreement
or any APNIC Document by the Member, its employees, contractors, or
agents.
4 Notices, responses, and appeals
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4.1 Notice
(a) If the Company reasonably believes that the Member has breached this
agreement or any of the APNIC Documents then the Company must send a
written notice ("Notice") to the Member.
(b) The Notice must:
(1) describe the nature of the breach that the Company believes has
occurred, and the course of action necessary to remedy the breach;
(2) specify a reasonable period for the Member to provide a response to
the breach notice within the terms of clause 4.2, or to take the
action necessary to remedy the breach; and
(3) advise the Member of the Company's intended action if the breach is
not remedied.
4.2 Response to Notice
The Member must, by the time specified in clause 4.1(b)(2) send the Company
a response to the Notice detailing that either:
(a) the Member has not committed the breach; or
(b) the Member has remedied the breach in accordance with clause 4.1(b)(1);
or
(c) exceptional circumstances exist which justify the Company retracting or
revising the Notice.
4.3 Subsequent actions
If the period specified in clause 4.1(b)(2) expires and, taking full
account of any responses received under clause 4.2, the Company reasonably
believes that the breach has not been remedied then the Company may, in its
discretion, either send the Member:
(a) a subsequent Notice as described in section 4.1(b); or
(b) a written notice immediately revoking some or all of the Member's
rights under the APNIC Documents (including, without limitation,
delegated resources); and/or immediately terminating this Membership
Agreement.
4.4 Appeal to Executive Council
If the Member believes that the Company has failed to adequately consider
all relevant circumstances or has acted unreasonably in sending a
revocation notice under clause 4.3(b), then the Member may appeal to the
Executive Council, which must consider the appeal within 30 days. If the
Executive Council decides that the Member's appeal is justified then the
Company will withdraw the revocation notice.
4.5 Acknowledgment by Member
The Member acknowledges that:
(a) if the Member receives a notice under clauses 2.2(b) or 4.3(b) then the
Member must immediately cease using the delegated resources specified
in the notice; and
(b) if the Member fails to comply with clause 4.5(a), then subject to the
court's discretion, the Company may by an injunction or similar remedy
restrain the Member from using the relevant delegated resources.
5 General
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5.1 APNIC Documents
The Member agrees that:
(a) the APNIC Documents may be amended from time to time in accordance with
the Document Review Policy;
(b) any such amendments are binding upon the Member;
(c) APNIC Documents as they exist from time to time form an integral part
of and apply fully to this agreement; and
(d) if the membership is either terminated or not renewed, the Member shall
continue to be bound by the provisions of this agreement and other
APNIC Documents to the extent that the provisions relate to the use of
resources or disputes arising from this agreement or any other APNIC
documents.
5.2 Governing law
(a) This agreement is governed by the laws of Queensland, Australia.
(b) Subject to the Dispute Resolution Document, the Member and the Company
irrevocably submit to the exclusive jurisdiction of the courts of
Queensland, Australia.
5.3 To the extent not excluded by law
The rights, duties and remedies granted or imposed under the provisions of
this agreement operate to the extent not excluded by law.
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