ASCM Member TERMS AND CONDITIONS

Effective February 28, 2020

1. Applicability.  
   • This Membership Agreement (“Agreement”) is between the Member, the applicant for membership (“Member”), and APICS, an Indiana nonprofit corporation, with principle place of business at 8430 W Bryn Mawr Ave #1000, Chicago, IL 60631 (“ASCM”) (and collectively “Parties”).
   • In applying for membership in ASCM, Member agrees to be subject to these Terms and Conditions and further warrants that ASCM may revoke Member’s membership in ASCM at any time for Member’s failure to abide by the Terms and Conditions. By checking the “I Accept Box” and clicking the “Submit” button on the application page or clicking the “I Agree Box” for the ASCM Terms of Use and Privacy Policy, Member acknowledge and agree to be bound by these Terms and Conditions (“Agreement”). 
   • Membership understands that the rights of membership, including the right to identify membership, begin only when member have been notified that member application for membership has been accepted, and only for as long as member are an active member of ASCM.
2. Term, Renewal, and Payment
   • Term. The term of this Agreement (the “Initial Term”) commences on the date Member or Corporate Member submits application page (the “Effective Date”) and fully pays the required membership dues. The Initial Term of this Agreement shall be one (1) year.  For membership types listed in Section 5(b)(i) and 5(b)(v) below, Members may select an Initial Term of one (1) month.
   • Individual Membership Renewal. For membership types listed in Section 5(b)(i)-(vii) below, upon expiration of the Initial Term, this Agreement shall automatically renew for successive terms (“Renewal Terms”) of equal length to the Initial Term, unless either Party provides written notice of nonrenewal, to ASCM at the below listed address, at least thirty (30) days prior to the end of the then-current term (or unless sooner terminated as provided in Section 3. If the Initial Term is renewed for a Renewal Term pursuant to this Section, the terms and conditions of this Agreement during such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the membership fees payable hereunder by Member to ASCM during the applicable Renewal Term. If either Party provides timely notice of its intent not to renew this Agreement, then, unless otherwise sooner terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.
   • Corporate Membership Renewal. For membership types listed in Section 5(a)(i)-(v) below, if a Corporate Member renews its membership for successive terms, all individual memberships associated with the Corporate Membership shall automatically renew unless the Corporate Member sends ASCM an alternative list in writing to corporatemembership@ascm.org at least thirty (30) days in advance of the renewal date.
   • 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.
3. Termination.  
   • Either Party, in its sole discretion, may terminate this Agreement at any time without cause, by providing at least thirty (30) days' prior written notice to the other Party.
   • This Agreement may be terminated before the expiration date of the Term on written notice by ASCM, if Member fails to pay any amount when due hereunder.
   • Member may terminate Member’s membership by notifying ASCM by contacting ASCM by first class certified mail at 8430 W Bryn Mawr Ave #1000, Chicago, IL 60631; or by email at support@ASCM.org.
4. 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. 

5. Membership Types, Level, Qualifications, and Dues

ASCM provides frameworks, improvement methodology, training, certification and benchmarking tools to facilitate improvements in the supply chain performance industry.  Membership in ASCM is open to business entities and individual professionals from around the world who are committed to building excellence in supply chain performance; who meet eligibility criteria established from time to time by ASCM.  This may include, but is not limited to:

• Corporate Members are corporations, limited liability companies, partnerships, associations and other business or nonprofit organizations that have submitted an application for membership in ASCM and have been accepted and approved as Members by ASCM. Corporate Members include the following levels and dues, payable as provided under Section 2 “Term, Renewal, and Payment” herein.
  • Corporate Member Package SMB – PLUS (up to 30 memberships) – ($5,000 from employer)
  • Corporate Member Package I – PLUS (up to 100 memberships) – ($15,000 from the employer)
  • Corporate Member Package II – PLUS (up to 250 memberships) – ($30,000from the employer)
  • Corporate Member Package III – PLUS (up to 500 memberships) – ($60,000 from the employer)
  • Corporate Member Package IV – PLUS (unlimited e-memberships) – ($100,000 from employer)
• Individual Members are natural persons who have submitted an application for membership in ASCM and have been accepted and approved by ASCM. Individual Members include the following levels and dues, payable as provided under Section 2, “Term, Renewal, and Payment” herein.
  • Professional Member – CORE - $180
  • Professional Member – PLUS - $220
  • Young Professional – CORE - $90
  • Young Professional – PLUS - $110
  • International Professional – CORE - $150
  • International Professional – PLUS - $185
  • International Joint – PLUS – Price varies by International Channel Partner
  • Academic Professional – PLUS - $75
  • Retired Member (new application no longer available for this member type) – PLUS - $100
  • Federal Government/Military – PLUS - $125
  • Student Member – PLUS - $0

6. Member Benefits and Rights.
   • ASCM Members and Corporate Members receive benefits associated with their membership as may be identified from time to time by ASCM.   PLUS-level members receive discounts on certification courseware, training and exam purchases.   Corporate Members may receive additional benefits related to ASCM Corporate Membership.
   • Statutory Member Rights. Members of ASCM 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. 
7. Member's Acts or Omissions.

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.

8. Membership Conduct.

ASCM is a professional trade association. Member’s membership in the 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.

9. ASCM Corporate Directory

All Corporate Members registered under Section 5(a)(i)-(v) 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 corporatemembership@ascm.org.

10. Corporate Member Portal

The ASCM Corporate Member Portal allows Corporate Members to manage the individual PLUS memberships assigned to the Corporate Member Package.  Corporate Members shall use the ASCM Corporate Member Portal to administer all membership and e-memberships associated with their Corporate Member Packages.  ASCM shall provide Corporate Members’ primary and secondary contacts only with administrative access to the ASCM Corporate Member Portal.

11. SCORMark

ASCM SCORmark is administered in collaboration with PricewaterhouseCoopers LLP (“PwC”). In order 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.

12. 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.
    • Member 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.

13. 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 Member at the time of disclosure; 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.
14. 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.

15. 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.

16. Termination.

In addition to any remedies that may be provided under this Agreement, ASCM may terminate this Agreement with immediate effect upon written notice to Member, if Member:

• fails to pay any amount when due under this Agreement [and such failure continues for days after Member's receipt of written notice of nonpayment];
• has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
• as otherwise provided in these Terms and Conditions

17. 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.

18. Force Majeure.

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. 

19. 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.

20. 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.

21. 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.

22. Governing Law.

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

23. Submission to Jurisdiction.

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.

24. 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.

25. 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.

26. 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.

27. Questions.

Any questions regarding Member’s application, membership, or this Agreement should be provided directly to ASCM via the following email: support@ascm.org