Terms and Conditions
Amended May 2022
Members are expected to comply with all applicable laws and regulations, including U.S. laws regarding antitrust.
MEMBERSHIP RIGHTS AND OBLIGATIONS
By purchasing a membership, member agrees to comply with all Terms and Conditions set forth in this document starting on the date of membership.
General: Member agrees to pay the annual fees established for its membership, as may be amended from time to time in accordance with the Bylaws. Dues are yearly, and payment is required upon original signup, and upon renewal. Renewal is considered as the following calendar year from date of original purchase. WACP will bill member for dues in advance by written or digital invoice, and payment will be due within thirty (30) days of invoice being sent.
Suspension and Termination: The Women’s Association of Concrete Professionals, at its election, may terminate membership upon withdrawal from or cessation of business by member. WACP shall also have the right to suspend participation of any member if it fails to pay its annual fees on time, or suspend or cancel participation of any member if they violate any of the Policy and Procedures set forth, or engages in conduct seriously prejudicial to the purposes and interests of WACP and fails to correct that breach within thirty (30) days of notice. Refunds will be considered within fourteen (14) days of original signup with letter of why member or sponsor would like a refund considered. Suspension and termination are subject to WACP at its discretion.
Authority to Execute Agreement: The person or corporation entering into this agreement on behalf of the member hereby represents, warrants and covenants to WACP that they have the authority to enter into this agreement and to perform its obligations hereunder; the execution and performance of this agreement does not and will not violate any agreement to which member is a party or by which it is otherwise bound; and when executed and delivered, this agreement will constitute a legal, valid and binding obligation of Member, enforceable in accordance with its terms.
No Other Licenses: By executing this agreement, member neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of the Women’s Association of Concrete Professionals, or another member, except as expressly provided in the WACP Policies and Procedures (e.g., WACP’s right to disclose and publicize the member's membership in the WACP Membership Directory unless requested otherwise in writing by the member).
No Warranty: Each party acknowledges that, except as otherwise agreed in writing, all services and information provided to or by WACP under this agreement is provided “as-is” with no warranties or conditions whatsoever, whether express, implied, statutory or otherwise, and WACP and the member each expressly disclaim any warranty of merchantability, noninfringement, or fitness for any particular purpose with respect to such services and information.
Limitation of Liability: In no event will either WACP or its member(s) be liable to each other or to any other member or third party under this agreement for the cost of procuring substitute goods or services, lost profits, lost revenue, lost sales, loss of use, loss of data or any incidental, consequential, direct, indirect, punitive, or special damages, whether or not such party had advance notice of the possibility of such losses or damages. Except for a member’s dues commitment, or in cases of willful misconduct or gross negligence, or where required by applicable law, or as to otherwise agreed in writing, the aggregate liability of WACP to its members and to other parties, and of members to WACP, to other WACP members or to other parties, shall not exceed the past twelve months membership fees paid by the member to WACP.
Governing Law: This Agreement shall be construed and controlled by the laws of the Commonwealth of Georgia without reference to conflict of laws principles. If any claim or dispute between the parties is not resolved by good faith negotiations, any suits or proceedings pursued by either party shall be brought in the Federal or state courts located in Georgia, to whose jurisdiction each party hereby submits.
Complete Agreement; No Waiver: This Agreement, including all attachments, sets forth the entire understanding of WACP and member and supersedes all prior agreements and understandings relating hereto, unless otherwise stated in this agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
Amendment(s): All amendment(s) to this agreement or to any of the WACP Policies and Procedures shall be effective upon their stated effective date. Member shall be given at least thirty (30) days prior written notice of the effective date of an amendment to this agreement, including as a result of any changes to the WACP Bylaws or WACP P&Ps, which is adopted in accordance with the Bylaws and that directly and materially affects adversely any of the rights or obligations applicable to member hereunder (each of the foregoing, an "Amendment"). If member does not agree to any such amendment to this agreement that was approved in accordance with the Bylaws, then member shall provide written notice to WACP of such disagreement prior to the end of the 30-day notice period. If the parties are not able to reach a mutually acceptable accommodation (for example, the parties agree to a phase-in of the amendment, WACP determines to withdraw, suspend or modify the amendment, or WACP grants member a waiver or variance), this agreement and member's membership with the WACP shall terminate automatically upon expiration of the 30-day notice period, unless member elects to withdraw by written notice on an earlier date. Amendments shall be prospective only unless otherwise agreed to by the member and WACP. No termination or withdrawal pursuant to this paragraph will entitle member to a refund of membership dues or other fees, all of which are nonrefundable
No Rule of Strict Construction: Regardless of which party may have drafted this agreement, no rule of strict construction shall be applied against either party. If any provision of this agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this agreement, and the remainder of this agreement will continue in effect.
Counterparts: This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but collectively shall constitute one and the same instrument.
Compliance with Laws: Anything contained in this agreement to the contrary notwithstanding, the obligations of WACP and member shall be subject to all laws, present and future, of any government having jurisdiction over WACP and member including, without limitation, all export and re-export laws and regulations. It is the intention of WACP and member that this agreement and all referenced documents shall comply with all applicable laws and regulations.
Headings: WACP and member acknowledge that the headings to the sections hereof are for reference purposes only and shall not be used in the interpretation of this agreement.
Assignment: Member may not assign its rights or obligations under this agreement without the prior written consent of WACP or as otherwise set forth in the Bylaws.
Force Majeure: Neither WACP or member shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
Logos and Names: You grant WACP the right to use your organization's name and logo on the WACPOnline.org website and on related marketing materials, solely to indicate your membership with WACP. As long as you remain a member in good standing, you may use WACP’s name and logo, in the format and with the notices provided or requested by WACP, solely to indicate your membership in WACP.