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OBJECT MANAGEMENT GROUP, INC.
TERMS AND CONDITIONS OF MEMBERSHIP
1.0 MEMBERSHIP RIGHTS AND OBLIGATIONS
1.1. Generally. Member agrees to pay the annual fees established for its
Membership Class, as may be amended from time to time in accordance with the
1.2. Compliance with Policies. Member agrees to abide by, and shall have
all applicable rights and obligations as set forth in, the Bylaws, OMG
Intellectual Property Rights Policy (the “IPR Policy”), and any and all
additional policies and procedures adopted by OMG, as may be amended from time
to time in accordance with the Bylaws.
2.1. Authority to Execute Agreement. Member hereby represents, warrants
and covenants to OMG that (a) it has the authority to enter into this Agreement
and to perform its obligations hereunder; (b) the execution and performance of
this Agreement does not and will not violate any agreement to which Member is a
party or by which it is otherwise bound; and (c) when executed and delivered,
this Agreement will constitute a legal, valid and binding obligation of Member,
enforceable in accordance with its terms.
2.2. No Other Licenses. By executing this Agreement, Member neither
grants nor receives, by implication, estoppel, or otherwise, any rights under
any copyright, patents or other intellectual property rights of OMG or another
2.3. No Warranty. OMG AND MEMBER EACH ACKNOWLEDGES THAT, EXCEPT AS
OTHERWISE AGREED IN WRITING, ALL INFORMATION PROVIDED TO OR BY OMG UNDER THIS
AGREEMENT IS PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND OMG AND MEMBER EACH
EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS
FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH INFORMATION.
2.4. Limitation of Liability. IN NO EVENT WILL EITHER OMG OR MEMBER BE
LIABLE TO EACH OTHER OR ANY OTHER MEMBER OR THIRD PARTY UNDER THIS AGREEMENT FOR
THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE,
LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT,
INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE
NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
2.5. Governing Law. This Agreement shall be construed and controlled by
the laws of the Commonwealth of Massachusetts without reference to conflict of
2.6. Complete Agreement; No Waiver. This Agreement, including all
attachments, sets forth the entire understanding of OMG and Member and
supersedes all prior agreements and understandings relating hereto, unless
otherwise stated in this Agreement. The waiver of any breach or default will not
constitute a waiver of any other right hereunder or any subsequent breach or
2.7. Amendment. Member shall be given at least thirty (30) days prior
written notice of the effective date of an amendment agreed to in accordance
with the Bylaws. No amendments, modifications or additions to or deletions from
this Agreement shall be binding unless accepted in writing by authorized
representatives of OMG and Member. If Member does not agree to a modification to
this Agreement that was approved in accordance with the Bylaws, this Agreement
and Member’s membership in OMG shall be terminated. Amendments shall be
prospective only unless otherwise agreed to by the Member and OMG.
2.8. No Rule of Strict Construction. Regardless of which party may have
drafted this Agreement, no rule of strict construction shall be applied against
either party. If any provision of this Agreement is determined by a court to be
unenforceable, the parties shall deem the provision to be modified to the extent
necessary to allow it to be enforced to the extent permitted by law, or if it
cannot be modified, the provision will be severed and deleted from this
Agreement, and the remainder of this Agreement will continue in effect.
2.9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but collectively shall
constitute one and the same instrument.
2.10. Compliance with Laws. Anything contained in this Agreement to the
contrary notwithstanding, the obligations of OMG and Member shall be subject to
all laws, present and future, of any government having jurisdiction over OMG and
Member including, without limitation, all export and re-export laws and
regulations. It is the intention of OMG and Member that this Agreement and all
referenced documents shall comply with all applicable laws and regulations.
2.11. Headings. OMG and Member acknowledge that the headings to the
sections hereof are for reference purposes only and shall not be used in the
interpretation of this Agreement.
2.12. Assignment. Member may not assign its rights or obligations under
this Agreement without the prior written consent of OMG or as otherwise set
forth in the Bylaws. For purposes of this Agreement, an assignment shall be
deemed to include a transfer or sale of all or substantially all of the business
of Member, or a merger, consolidation or other transaction that results in a
change in control of Member.
2.13. Force Majeure. Neither OMG nor Member shall be liable hereunder by
reason of any failure or delay in the performance of its obligations hereunder
on account of strikes, shortages, riots, insurrection, fires, flood, storm,
explosions, acts of God, war, governmental action, labor conditions, earthquakes
or any other cause which is beyond the reasonable control of such party.
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