Effective February 1, 2022
APICS, Inc. d/b/a/ ASCM (hereinafter "ASCM"), provides frameworks, improvement methodology, training, certification, and benchmarking tools to facilitate improvements in the supply chain performance industry. ASCM Membership is available for purchase by business entities for the benefit of their individual team members (corporations, limited liability companies, partnerships, associations, and other business or nonprofit organizations) ("Corporate Members") and individual professionals ("Individual Members") from around the world who are committed to building excellence in supply chain performance (collectively, the "Members").
- Individual Member. Unless otherwise provided herein, the term of this Agreement (the “Initial Term”) commences on the date Member purchases an ASCM Membership (as outlined in Section 5) and continues for a period of one (1) year. Thereafter, the Agreement will automatically renew for additional successive one-year terms (“Renewal Terms”) unless terminated by either Party in accordance with Section 3 entitled “Termination.” Notwithstanding the foregoing, Individual Members have the option to purchase an ASCM Membership for an initial term of one (1) month, at which point the ASCM membership will renew for additional successive one (1) month terms unless terminated by either Party in accordance with Section 3 below entitled Termination.
- Corporate Member. For ASCM Membership types listed in Section 5(a) below, if a Corporate Member renews its membership for successive terms, all individual memberships associated with the Corporate Membership shall automatically renew.
- NOTICE TO MEMBERS: UNLESS MEMBER NOTIFIES ASCM BEFORE A CHARGE THAT MEMBER WANTS TO CANCEL OR DOES NOT WANT TO AUTO RENEW, MEMBER UNDERSTANDS MEMBER’S ASCM MEMBERSHIP WILL AUTOMATICALLY CONTINUE AND MEMBER AUTHORIZES ASCM (WITHOUT NOTICE TO MEMBER, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN- APPLICABLE MEMBERSHIP FEE, WHICH IS SUBJECT TO MODIFICATION WITHOUT NOTICE, AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD ASCM HAS ON RECORD FOR MEMBER.
- Termination by Member. Member may terminate this Agreement and applicable ASCM membership type at any time for convenience by providing written notice to ASCM at least thirty (30) days prior to the end of the then-current term by: (i) visiting the Membership page of Member’s account at ascm.org, and clicking on the renewal opt-out button; (ii) submitting an email to: support@ASCM.org; or (iii) submitting a written request via first class certified mail at 8430 W Bryn Mawr Ave #1000, Chicago, IL 60631, ATTN ASCM Membership,
- Termination by ASCM. ASCM may terminate this Agreement without cause upon thirty (30) days’ prior written notice to Member sent: (i) via first class certified mail to Member’s last known address; or (ii) via Member’s email address as documented by ASCM by virtue of Member’s ASCM membership. Additionally, ASCM may terminate this Agreement and revoke Member’s ASCM membership along with any permissions hereunder immediately upon a Member’s material breach of the Agreement. A material breach of the Agreement includes, but is not limited to, Member’s failure to fulfill its payment obligations, Member’s violation of Section 8 relating to Membership Conduct, and Member’s violation of ASCM intellectual property, including the ASCM Name and Logo as detailed in Section 12.
- General. With respect to a particular Member, termination of the Agreement has the effect of the termination of the applicable ASCM Membership.
- No Refunds. ASCM shall not be responsible for a refund of any fees, dues, course or certification fees or costs, expenses, and charges paid by the Member or Corporate Member prior to termination of this Member’s membership.
- Membership Models and Pricing.
- Corporate Members, subject to the payment terms in any applicable Statement of Work or purchase order made in connection hereto, have the following ASCM membership options available to them:
- Corporate Membership Type:
- Community Engagement Corporate Member (up to 100 ASCM memberships with certification upgrade) – ($15,000 from the employer)
- Talent Development Corporate Member (up to 500 ASCM memberships with certification upgrade) – ($30,000 from the employer)
- Enterprise Transformation Corporate Member (unlimited ASCM memberships with certification upgrade) – ($75,000 from the employer)
- Corporate Member Package Industry Collaborator – PLUS (up to 100 ASCM memberships with certification upgrade) – ($30,000 from the employer)
- Corporate Membership "Add-ons":
- ASCM Local Membership Chapter and Forum Affiliations sold separately; Price per year varies by Partner. Corporate Member may purchase on behalf of individuals at the time of ASCM Membership purchase, or individuals are provided the opportunity to purchase such Affiliations at any time during their membership.
- Additional individual memberships with the certification upgrade may be purchased for $99/year (not subject to proration) in bundles of 25 or more.
- Individual Members have the following membership options and pricing available:
- ASCM Membership:
- ASCM Annual Membership - $99 / year
- ASCM Monthly Membership - $10/ month
- ASCM Membership “Add-Ons” to include:
- Certification Upgrade - $100 / year (not subject to proration)
- ASCM Local Membership Partners– Price per year varies by Partner
- Additional Information regarding Pricing and Add-Ons. All pricing herein is reflected in U.S. Dollars. Individual Members with an active ASCM Membership may purchase Add-Ons at any time, however Add-Ons are only available for the remainder of Individual Member’s Initial Term or subsequent Renewal Term and are not subject to proration. Please be advised that the Certification upgrade Add-On is only available to Individual Members who purchase an annual ASCM Membership; the Certification upgrade Add-On is not available to Individual Members who purchase an ASCM Membership on a month-to-month basis. Member acknowledges Membership Models and Pricing are subject to change at ASCM’s sole discretion.
- Individual Member Discounts:
- A 40% discount ($120 total) may be applied to ASCM Memberships with the Certification Upgrade for eligible Members who qualify as the following: academic faculty, active duty military, federal government employee, recent graduate, unemployed professional.
- Individual Members who qualify as a student receive a free membership with the Certification Upgrade.
- Individual Members who qualify as an unemployed professional may receive a free membership without the Certification Upgrade.
- Member Benefits and Rights.
- ASCM Members receive benefits associated with their membership as may be identified from time to time by ASCM. Members with Certification Upgrade receive discounts on certification courseware, training, and exam purchases. Corporate Members may receive additional benefits related to ASCM Corporate Membership.
- Statutory Member Rights. ASCM Members shall be entitled to access and participation in ASCM’s programs and other benefits as set forth herein, but shall not have statutory voting rights under the Indiana Nonprofit Corporation Act of 1991, but may, at the discretion of the ASCM Board of Directors, vote to approve advisory opinions.
- Membership Conduct. ASCM is a professional trade association. Member’s membership in ASCM may include benefits that help facilitate introductions/interactions to other ASCM members, and a license to the ASCM name and logo as described herein. In the event the ASCM receives any complaints from other ASCM members/non-members regarding. Member’s conduct, actions, communications and/or activities related to the ASCM in any way; such complaint(s) may result in immediate termination of Member’s membership, by ASCM in its sole discretion.
- ASCM Corporate Directory. All Corporate Members registered under Section 5(a) above shall be included in the ASCM Corporate Directory. The ASCM Corporate Directory may include Corporate Members’ name, address, industry, number of employees, and logo. ASCM shall work with individual Corporate Members to ensure accurate information in the ASCM Corporate Directory. In applying for ASCM Corporate Membership you acknowledge and waive any and all rights to opt out of our collection and distribution of your company information, and you further agree that ASCM has no liability for providing this information to third parties. ASCM shall display all Corporate Members’ logos, unless a Corporate Member revokes permission in writing to ASCM at email@example.com.
- Corporate Member Portal and Dashboard. The ASCM Corporate Member Portal allows Corporate Members to manage the individual memberships assigned to team members identified in the Corporate Member Package. Corporate Members shall use the ASCM Corporate Member Portal to administer all individual membership associated with their Corporate Member Packages. ASCM shall provide Corporate Members’ identified internal contacts only with administrative access to the ASCM Corporate Member Portal. Additionally, identified internal contacts of a particular Corporate Member may access a dashboard that displays anonymized, aggregated data from such Corporate Member’s individual team members’ activities with ASCM, per privacy policies outlined in Section 10.
"Personal Information" may include, but is not limited to, your name, address, phone number, email addresses, birthdate, electronic signatures, personal identification numbers, IP addresses, mobile device identifiers, geo-location, nonpublic certification program participation information (“NPCPPI”) (which includes certification course enrollments, certification course completions, and certification course test scores), public certification program participation information (“PCPPI”) (which includes ASCM certifications received, and effective dates), employer information, employment history information, or any other personally identifying data collected from you or from your employer by ASCM, or its authorized agents in fulfillment of ASCM’s membership-oriented programs.
In fulfillment of ASCM’s membership-oriented programs:
- respect to the operation of its online certification verification tool (CVT), ASCM may publicly publish your name, state of residence, and PCPPI on its website through ASCM’s CVT portal, in ASCM publications, and through other ASCM-operated public portals.
- ASCM may further publish your name, address, email addresses, and NPCPPI in order to fulfill any ASCM contractual reporting obligations to its Corporate Members, limited to such Corporate Members with whom the Individual Member has, or has had, an employment relationship, subject to the accuracy of the employment information provided by Individual Members.
By entering into this Agreement with ASCM you agree that you expressly consent to the uses of your Personal Information as set forth in this Section 10.
ASCM SCORmark is administered in collaboration with PricewaterhouseCoopers LLP (“PwC”). To initiate a SCORmark, Corporate Members shall expressly agree to all of PwC’s terms and conditions. PwC reserves the right to refuse a SCORmark to any Corporate Member. Should PwC refuse a SCORmark to a Corporate Member, ASCM shall not be responsible for a refund of any fees, dues, course or certification fees or costs, expenses, and charges paid by the Corporate Member prior to the refusal of the SCORmark
- Member Use of ASCM Name and Logo
- During the Term of this Agreement, ASCM grants Member a nonexclusive, non-assignable and non-transferable limited license to use the ASCM’s Name and Logo for the limited purpose of conveying notice of Member’s membership in ASCM. Member agrees that ASCM Name and Logo may not be otherwise used, copied, reproduced or altered in any manner. Nothing in these Terms and Conditions, or in Member’s use of the ASCM Name and Logo, shall give Member any rights whatsoever in the ASCM Name and Logo, or in any similar marks, beyond the rights granted in these Terms and Conditions.
- Upon any termination, expiration, cancellation or suspension of Member’s membership or the Term of this Agreement, Member shall discontinue all use of the Name and/or Logo. Furthermore, ASCM has an absolute right to terminate, cancel, suspend or withdraw Member’s license at any time. The Name and Logo may not be used in any way as to represent approval by ASCM of the content of media with prior written permission of ASCM. A copy of any proposed media must accompany all requests for permission.
- The Name and Logo may not be used in any way as to represent an endorsement or certification by ASCM of any product or service offered by Member. Nothing in this Agreement or in Member’s use of the Name and/or Logo shall confer any endorsement or approval of Member’s products or services or of Member.
- The Name and/or Logo are the property of ASCM and may only be used by a member of ASCM during that member’s period of membership.
- The Name and/or Logo must always be a component of or accompanied by the words “ASCM Member”
- Member may display the Name and/or Logo anywhere on Member’s website at Member’s primary internet domain name. Member’s online use of the Name and/or Logo will be linked, at a minimum from the most prominent reference to the Name and/or Logo on the respective page, to the ASCM website at http://www.ASCM.org (or such other address as shall be established).
- The Name and/or Logo are protected by trademark and copyright laws and international trademark and copyright treaties, as well as other intellectual property laws and treaties and contain intellectual property exclusive to ASCM. All right, interest, title to, and ownership and intellectual property rights in, the Name and/or Logo and all copies remain with ASCM.
- Members are expressly prohibited from utilizing the Name and/or Logo for any purpose not permitted in this agreement, including copying the Name and/ or Logo, other than to make a single copy of the name and/or Logo in machine-readable format for back-up or archival purposes. Member are permitted to make such copies for Member’s internal use only. Member may not modify the Name and/or Logo or create derivative works based upon the Name and/or Logo or any part of the Name and/or Logo.
- Member may not distribute copies of the Name and/or Logo to third parties. Member must comply with all applicable laws regarding the use of the Name and/or Logo. ASCM reserves all rights not expressly granted.
- Confidential Information.
All non-public, confidential or proprietary information of ASCM, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, certification course, tests, examinations, programs and information pertaining to members, pricing, and marketing (collectively, "Confidential Information"), disclosed by ASCM to Member, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with these terms and conditions is confidential, and shall not be disclosed or copied by Member without the prior written consent of the ASCM. Confidential Information does not include information that is:
- in the public domain;
- known to Client at the time of disclosure so long as Client can demonstrate, by written records, that such information had been in Client’s possession prior to such disclosure of the Confidential Information; or
- rightfully obtained by Member on a non-confidential basis from a third party.
ASCM shall be entitled to injunctive relief for any violation of this Section.
- Disclaimer of Warranties.
ASCM MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO ANY SERVICES OR OBLIGATIONS ARISING UNDER THIS AGREEMENT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
- Limitation of Liability.
IN NO EVENT SHALL ASCM BE LIABLE TO MEMBER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ASCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- Waiver. No waiver by ASCM of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ASCM. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Force Majeure and Delay by Member. ASCM shall not be liable or responsible to Member, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of ASCM including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. Additionally, If ASCM's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Member or its agents, subcontractors, consultants or employees, ASCM shall not be liable for any costs, charges or losses sustained or incurred by Member, in each case, to the extent arising directly or indirectly from such prevention or delay.
- Assignment. Member shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ASCM. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Member of any of its obligations under this Agreement.
- Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto, in furtherance of the supply chain management industry, and the Parties’ respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
- Governing Law and Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Illinois in each case located in the City of Chicago and County of Cook, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
- Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.
- Amendment and Modification. ASCM reserves the right to change this Agreement and/or its terms at any time and may eliminate the license granted herein with respect to the Member, the Member individually or all members collectively at any time. Any change to this Agreement and/or its terms shall be effective as of the date of posting to the website of ASCM or actual notice to Member, whichever is earlier.
- Questions. Any questions regarding Member’s application, membership, or this Agreement should be provided directly to ASCM via the following email: firstname.lastname@example.org