ASM International
    Corporate Membership Terms and Conditions

     

     

    Company Name: ______________________________ (the ‘Corporate Member’, ‘Company’, or ‘Member’)

    Welcome to ASM International! This Corporate Membership is offered to Company conditioned on Company’s acceptance, without modification, of these terms, conditions, and notices (the ‘Terms’). Company’s remittance of payment to ASM International (‘ASM’) constitutes Company’s agreement to all such Terms.

    1. Membership Class and Payments. ASM shall invoice Company annually in advance for the annual fee (the ‘Fee’) as set forth in ASM’s Invoice to Company and as established for its Membership Class (Exhibit A). Company shall pay all amounts owed to ASM within sixty (60) days of the invoice date. Orders, services, requests, or similar outside the scope of these Terms may incur additional fees.
    2. Term. The initial Corporate Membership term shall commence upon the receipt of Fee payment and shall continue for a period of one (1) year (the ‘Initial Term’). Sixty (60) days prior to the end of the Initial Term, ASM will invoice Company for an additional one (1) year term (each a ‘Renewal Term’ and together with the Initial Term, the ‘Term’). The receipt of payment for a Renewal Term shall constitute Company’s Agreement to these Terms and will automatically renew and continue Company’s Corporate Membership for such Renewal Term.
    3. Termination. The non-payment of the Renewal Term invoice within sixty (60) days will effectively expire and terminate Company’s Corporate Membership with no additional obligations to ASM. ASM may alter or terminate Corporate Membership upon thirty (30) days’ written notice to Company. Company may terminate the Corporate Membership upon written notice to ASM if ASM materially breaches these Terms and fails to cure such breach within thirty (30) days. In the event of any expiration of termination of the Corporate Membership, all licenses granted to Company shall immediately terminate. ASM reserves the right to terminate or remove any individual or Company that acts in a manner contrary to the interests of ASM International, including but not limited to the Code of Conduct contained within the individual Member Terms and Conditions: https://www.asminternational.org/legal-policies.
    4. No Prorations. Company acknowledges that there shall be no proration of any fees and/or expenses related to Corporate Membership. Increases or decreases in Corporate Membership Class may be determined on a case by case basis.
    5. No Licenses. By purchasing a Corporate Membership, Company neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents, or other intellectual property rights of ASM International or any of its members, other than those granted and agreed to in Exhibit A.
    6. End User Terms and Compliance. Company acknowledges and agrees that Company will be solely responsible for Company’s own staff, employees, users, or similar (collectively, ‘users’) including but not limited to: (a) all activity occurring under each User account created under the Corporate Membership; (b) the security and confidentiality of each User’s personal information; (c) all costs, fees, liabilities or damages incurred through a User; and, (d) all hardware, software, accommodations, or other items necessary for each User to utilize the benefits of the Corporate Membership. Company agrees to implement and maintain terms and conditions that require Company’s Users to abide by (i) these Terms; (ii) the individual Membership Terms and Conditions; (iii) the applicable terms; conditions and policies referenced in Exhibit A; and, (iv) all other policies, click-thru terms, or similar implemented and required for ASM Membership as presented to Member or User during the routine course of Membership usage and use of ASM’s services or content. Company further agrees to ensure that each User shall abide by all applicable local, state, national and foreign laws, directives, treaties and regulations of all government authorities.
    7. Use of Logo. Company grants ASM permission to use any name or logo of the Company or its affiliates in any marketing materials. ASM shall include a trademark attribution notice giving notice of the Company ownership of its trademarks in the marketing materials in which the Company name and logo appear.
    8. Intellectual Property Notices. Company agrees to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in or on any of ASM’s services or content accessed via Company’s Corporate Membership and will not make any changes thereto. Company further agrees to bind all Users to and be responsible for Users compliance with this section. Further information concerning Copyright Use and Permissions of ASM International Published Materials can be found here: https://www.asminternational.org/permission
    9. Electronic Communications. Company consents to receive electronic communications from ASM and agrees that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, and on the Site, satisfy any legal requirement that such communications be in writing.
    10. Non-Solicitation. During the term of Corporate Membership and for one (1) year following the termination, Company shall not attempt to solicit, or assist anyone in attempting to solicit, any employee or independent contractor of the other to leave or terminate his/her employment or business relationship with ASM.
    11. Indemnity. Both ASM and Company shall indemnify the other from any damages suffered by that other party for breach by the indemnifying party or its Users, including without limitation the costs of investigation and attorneys’ fees and costs.
    12. Limitation of Liability. ASM shall not be liable for any acts or omissions of the Company or its Users. Each Party’s total liability to the other(s) in contract, tort (including negligence or breach of a statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Corporate Membership shall be limited to the sums received ASM under the Corporate Membership. Neither ASM nor Company shall be liable for any indirect cost of damage or for loss of profits, loss of business, goodwill or customers, or other claims for consequential compensation arising out of or in connection with the Corporate Membership. Nothing herein shall exclude the parties’ liability for death or personal injury caused by its negligence or liability for fraud.
    13. No Relationship. ASM is a non-profit corporation, exempt from US Federal Taxation under Section 501(c)(3) of the Internal Revenue Code, as amended. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between ASM and Company. Additionally, no exclusivity of benefits is offered or implied by acceptance of these Terms.
    14. Governing Law. These Terms shall be construed and controlled by the laws of the State of Ohio without reference to conflict of laws principles.
    15. Compliance with Laws. Company agrees to comply with all laws, ordinances or governmental rules or regulations to which Company is subject to (including, without limitation Export Compliance Regulations).
    16. Assignment. Company may not assign or transfer their obligations under these Terms to another party without the prior written consent of ASM. ASM Memberships are unique to each individual (i.e. User) and are non-transferrable.
    17. Force Majeure. No Party shall be charged with any breach, damage or cost arising from unforeseeable causes beyond the control or without the fault or negligence of the Party, including, but not limited to, acts of God or a public enemy, acts of government, fires, floods, strikes, lockouts and embargoes. 
    18. Waiver. No waiver of any rights shall be effective unless assented to in writing by ASM waiving such rights, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.
    19. Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
    20. Order of Precedence. In the event of an inconsistency of conflict between these Terms and any other documents referenced herein, these Terms shall control only for all matters directly relating to the Corporate Membership.
    21. Entire Agreement. These Terms, Exhibit A, and any attachment or policy included thereto, are the entire agreement of the parties regarding the subject matter hereof, and supersede and govern all other agreements or communications between the parties, oral or written, regarding such subject matter.
    22. Changes to Terms. ASM reserves the right, in its sole discretion, to change the Terms under which the Corporate Membership is offered. The most current version of the Terms will supersede all previous versions. ASM encourages you to periodically review the Terms on the ASM Website to stay informed of our updates.

     

    EXHIBIT A
    CORPORATE MEMBERSHIP CLASSES

     

     

    By remitting payment for a specific Membership Class, Company expressly agrees, inclusive of Company’s Users, to the additional terms, conditions, and policies applicable to such Membership Class below: