AlumNet platform license and services agreement
[to be presented to new user upon first registration]
AAI has developed and designed a digital platform ("AlumNet") to store and manage data and provide digital messaging and other interaction (the "AlumNet Service(s)");
The Registrant wishes to utilise the AAI Services in connection with the Registrant's membership in AIESEC Alumni International or any of the Associated Alumni Organisations;
Section 1 Introduction
1.1 The Parties enter into this platform license and services agreement pursuant to which, as expressly provided herein:
- AAI will make available to Registrant the AAI Services on AlumNet;
1.2 You agree that by clicking “Register”, “Sign Up” or similar, registering, accessing or using AlumNet, be it via an internet browser or through our mobile apps, premium services, programming interfaces (collectively, “AlumNet Services”), you are entering into a legally binding agreement (even if you are using our Services on behalf of a company). Your agreement is with AIESEC Alumni International, [an International Non Profit Organisation registered in Belgium and recognised by Belgian Royal Decree 16/05/1991] in its capacity as operator of the AlumNet platform ("AAI").
1.4 Registered users of AlumNet Services are “Members”.
1.5 AAI runs the AlumNet Basic Services as free of charge services within a membership in AAI are a co-operating local, regional or national organisation, association, club or similar representing former members of AIESEC (“Associated Alumni Organisation”).
Section 2 Membership
2.1 Registrant's Capacity. You represent and warrant to us that: (1) you are at least of the “Minimum Age” (defined below) or older; (2) you will only have one AlumNet account; (3) you have the full power and authority to enter into and fully perform this Agreement;
2.2 “Minimum Age” means (a) 18 years old for the People's Republic of China, (b) 16 years old for all other countries. However, if any applicable law requires that you must be older in order for effectively entering into the mutual obligations under this Agreement with AlumNet (including agreeing to the collection, storage and use of your information) then the Minimum Age is such older age.
Section 3 Platform Services
3.1 Platform License. Subject to the terms and conditions of this Agreement, we hereby grant to Registrant a limited, non-exclusive license for Member to use the AlumNet Services and shall provide to Registrant access to the AlumNet Services in accordance with the selection of Services available on the AAI Web site (the "License").
3.2 Member Database. AAI shall host and maintain a database (the "Member Database") to host data and content delivered by Registrant to AlumNet (collectively, the "Data") in accordance with the terms and conditions of this Agreement.
3.3 Member Dashboard. In connection with the AlumNet Services, you shall have access to a dashboard through which certain options regarding privacy option and user, traffic and other data analysis and statistics shall be available (the "Dashboard").
Section 4 Intellectual Property
4.1 Ownership of AlumNet. AAI is and at all times shall remain the sole and exclusive owner of all rights and interests to AlumNet and of any and all Intellectual Property Rights related thereto, including developments therefrom, unless otherwise provided under the terms of this Agreement.
4.2 License to AlumNet. You understand and agree that AlumNet Services is a social networking platform and that AAI's ability to provide the AlumNet Services is depending on all Members, including you, providing the Data to AAI in such a manner and format so as to permit AAI to host the Data in the Member Database and to make it searchable and accessible for other Members. So long as this Agreement is in effect, You grant to AAI a non-exclusive irrevocable royalty-free license to access the Data in connection with the AlumNet Services.
4.3 AlumNet Software and Services. AAI shall remain the sole and exclusive owner of all rights and interests to the AAI software and of any development therefrom that underlie AlumNet.
4.4 Footer. On all Member email messages sent using the AAI Services, unless otherwise agreed, AAI shall have the right to apply clickable, linking textual attribution (for example "Powered by AlumNet") of at least the equivalent of 8 point Times Roman font or as otherwise determined by AAI (the "AAI Attribution"). / For every email message sent in connection with the Services, Member acknowledges and agrees that the Services shall automatically add an identifying footer stating "Powered by AAI" or a similar message, hyperlinked to the AlumNet site located at http://www.alumnet.org, unless Member has obtained specific authorization from AAI to remove such identifying footer.
4.5 Representation on IP Ownership. You represent to us that (1) you own or control all rights, title, and interest in and to all Data, including all Intellectual Property Rights therein, necessary to carry out your obligations under this agreement and to grant and assign any rights and licenses granted to AAI herein; and (2) the Data and the use thereof pursuant to this Agreement shall not violate any law or infringe upon or violate any rights of any Person.
4.6 "Intellectual Property Rights" mean all inventions, discoveries, trademarks, patents, trade names, copyrights, moral rights, jingles, know-how, intellectual property, software, shop rights, licenses, developments, research data, designs, technology, trade secrets, test procedures, processes, route lists, computer programs, computer discs, computer tapes, literature, reports and other confidential information, intellectual and similar intangible property rights, whether or not patentable or copyrightable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, registrations of and extensions, divisions, renewals and re-issuance of, any of the foregoing, and rights therein, including without limitation (a) rights under any royalty or licensing agreements, and (b) programming and programming rights, whether on film, tape or any other medium which a Party owns or for which has a right to use.
4.7 "Person" means any natural person, legal entity, or other organized group of persons or entities. (All pronouns whether personal or impersonal, which refer to Person include natural persons and other Persons.)
4.8 Cooperation. Each party agrees to take all action and cooperate as is reasonably necessary, at the other party's request and expense, to protect the other's respective rights, titles, and interests specified in this Section 5 and further agrees to execute any documents that might be necessary to perfect each party's ownership of such rights, titles, and interests.
5.1 Service Levels. There is no promise or guarantee of any specific service level connected with the Basic Services on AlumNet. Service Levels for any Additional Services shall be as described in the context of such Additional Services.
5.2 Support Services. AAI will not normally provide to Registrant any support services on AlumNet; a helpdesk will be available via the e-mail address: [(firstname.lastname@example.org or similar)].
5.3 Additional Features and Interoperability. [any?]
Section 6 Service fees
6.1 License Fees – Basic Services. Basic AlumNet Services are free as a part of the Member's membership in AAI or a relevant Associated Alumni Organisation.
6.2 License Fees – Additional Services. You shall pay for only for Additional Services you may have booked on the Member's Dashboard as provided on the AlumNet web site in respect of each relevant service. Complete pricing information for the AlumNet Services will be made available to relevant users upon inscription for Additional Services.
6.3 Refunds. There shall be no refunds for the unused portion of any prepaid billing period for Additional Services. Should you elect to upgrade or otherwise modify the Additional Services in such a way that the payments due to AAI increase, you will be charged on a prorated basis for the current billing period.
Section 7 Term, termination and remedies
7.1 Term. Subject to the termination provisions in this Section 7, this Agreement shall begin on the Effective Date and shall end upon termination as provided herein (the "Term").
7.2 Termination By Member. You shall have the right to unilaterally terminate this Agreement at any time upon advance written notice to AAI. [There shall also be the opportunity to select a termination through the Member's Dashbord.
7.3 Termination By AAI. AAI shall have the right to unilaterally terminate this Agreement, without any notice, if Registrant:
- breaches any material term or condition of this Agreement, and has failed to cure such breach within ten (10) days after written notice of such breach.
- uses features and services to send bulk messages that include content that is commercial in nature (sells or promotes a product or a service) or that has been provided by a third party . In case of violation, AlumNet reserves the right to suspend or terminate Member's account.
- becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit of its creditors;
7.4 Mutual Termination. This Agreement may be terminated by the written consent of both Parties. Registrant May initiate termination of this Agreement at any time by using the Services' cancellation tools that exist in the account management area of the AAI Web site, by sending an email message to support@AAI.com or by sending written notice to, AIESEC Alumni International [ADDRESS].
AAI may terminate this Agreement or the Services at any time with or without cause, and with or without noticese. AAI shall have no liability to Member or any third party because of such termination.
7.5 Effects of Termination. Upon termination by either party, no payments from Registrant held by AAI shall be refunded at the time of termination and Member shall have no recourse against AAI in relation to non-refunded funds, unused email credits or unused responses remaining (or time left) related to survey or email subscriptions. Upon termination for any or no reason, AAI may delete any Registrant archived data within 30 days after the date of termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, indemnity, warranty disclaimers and limitations of liability. Additional fees may apply to Members who choose to terminate their subscription pricing plan and subsequently choose to reactivate their account under a new subscription pricing plan.
Section 8 Liability
8.1 Indemnification. You shall be responsible to indemnify AAI in case of claims arising from or with respect to: (i) Member's breach of the representation in section 4.5 or any other warranty and/or representation under this Agreement; or (ii) in case of Additional Services, Registrant's performance of or failure to perform any obligation under this Agreement.
8.2 Limitation on Liability. AAI shall not be liable for any damage, liability or loss resulting from a cause over which such entities do not have direct control, including but not limited to the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access or theft.
Section 9 General
9.1 Assignment. Rights under this Agreement shall not be assigned by either party to any third party.
9.2 Governing Law; Venue and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Belgium. Each party hereto irrevocably submits to the exclusive jurisdiction of the courts of the Kingdom of Belgium
9.3 Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances.
9.4. Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows:
if to AAI:
[ADDRESS]if to Registrant, to the email address provided by Registrant in connection with his or her registration.
9.4 No Partnership. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
9.6 Counterparts. This Agreement may be executed in the electronic written form, and shall become effective when You have received an electronic copy of it (on Your device's screen or via email) and You have indicated agreement by clicking on “Agreed”, “Join” or a similar button for getting access to AlumNet.
9.7 Amendment. This Agreement be amended 4 weeks from a notice to Registrant, within the Dashboard or via e-mail. Should You not agree with any such amendment within such time period, AAI reserves the right to restrict Your use of the AlumNet Services or to terminate Your account within AlumNet.