Membership Agreement

APNIC Document identity
Title:	Standard APNIC Membership Agreement
Short title:	membership-agreement
Document ref:	APNIC-079	Version:	002
Date of original publication:	1 December 2001	Date of this version:	9 February 2012
Review scheduled:	n/a	Obsoletes:	APNIC-050
Status:	Active	Comments:	This is for reference only. The official document is supplied by APNIC.

Recitals

APNIC Pty Ltd (‘the Company’) is a non-profit proprietary limited company incorporated under Australian law.
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.
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’
The Special Committee is subject to the Company’s Articles of Association and governed by By-laws (created under Article 9.4). The organizational structure of the Special Committee includes Members, General Meetings, an Executive Council (appointed
by the Members), and a General Secretariat (the Company’s staff).
In consideration of the Company accepting the Member as a member of the Special Committee, and the Member agreeing to pay all relevant Membership Fees, the Company and the Member agree that the following terms will govern their relationship.

1 Definitions

The definitions and interpretation provisions of the APNIC Definitions Document (available at the Company’s website at www.apnic.net) apply to this agreement.

2 Term

2.1 Commencement & term

This agreement commences upon the membership date and is effective for one year.

2.2 Renewals

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.
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

3.1 The Company’s obligations

The Company must:

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;
Promote and support training and educational activities relating to development of Internet services and responsible management of Internet resources;
Undertake other activities as required by the Members in support of Internet development within the Asia Pacific region;
Consider all requests relating to the operations of the Company that are made by Members either directly or through the Executive Council;
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;
Provide rights and services (including delegated resources) to the Member in accordance with the APNIC Membership Schedule and other APNIC Documents;
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;
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:

Promptly pay all fees and charges due to the Company in accordance with the Fee Schedule;
Not provide any information to the Company or the Special Committee which is false or misleading;
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;
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.

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, but does not apply to liability arising directly from:
1. Personal injury, including sickness and death;
2. Loss of, or damage to, tangible property (including both the property of the Member and third party property);
3. An intentional infringement of intellectual property rights (other than any passing off, infringement of patent or trade secret, or legal proceedings or enforcement proceedings in the United States and/or Canada in respect to the infringement
  of intellectual property rights);
4. A breach of confidentiality or privacy;
To the extent caused or contributed to by any act or omission of the Company or the Special Committee and their employees, agents, and contractors.
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.

For clarity, this clause 3.3 survives the termination of this agreement.

4 Notices, responses, and appeals

4.1 Notice

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.
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:

The Member has not committed the breach; or
The Member has remedied the breach in accordance with clause 4.1(b)(1); or
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 subsequent Notice as described in section 4.1(b); or
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:

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
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

5.1 APNIC Documents

The Member agrees that:

The APNIC Documents may be amended from time to time in accordance with the Document Review Policy;
Any such amendments are binding upon the Member;
APNIC Documents as they exist from time to time form an integral part of and apply fully to this agreement;
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