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Art Museum Image Consortium
Full Membership Agreement

 

Contents

Membership Agreement
  1. Introduction

    2. This Agreement sets forth the terms and conditions under which a qualified institution may become a full member of the Art Museum Image Consortium ("AMICO"), a nonprofit corporation organized under the Nonprofit Corporation Act of the District of Columbia. This Agreement is made and entered into as of this ____ day of ________ 1998 (the "Effective Date"), by and between AMICO and _______________________, ("AMICO Member").

  2. Purpose of AMICO

    3. AMICO is operated exclusively for charitable, educational, and cultural purposes. More specifically, the purpose of AMICO is to assist its Members: (1) by compiling a collective digital library of visual and documentary resources documenting works of art (the "AMICO Library"); (2) by providing dramatically increased educational access to the documentary resources for the benefit of institutions of higher education, museums, libraries, schools, and other charitable, educational, and cultural institutions; and (3) by fostering and promoting education and advancing knowledge in areas related to The AMICO Library, including scholarship in the arts, humanities, informational sciences, and social sciences.

  3. Definitions

    4. "AMICO Library" means the compilation of AMICO Works and any materials contained therein.

    "AMICO License" means the agreement under which AMICO establishes the rights and obligations of a user institution.

    "AMICO Member" means the enrolled institution participating in The AMICO Library under the terms of this Agreement.

    "AMICO Work" means the catalog record and any related digital multimedia documentation of a work of art in The AMICO Library.

    "Subscriber" means a not-for-profit, educational institution, including a museum or library, that has a current agreement granting it use of The AMICO Library.

  4. AMICO Membership

    5. By accepting all of the terms of this Agreement, a qualified institution becomes an AMICO Member, entitled to all of the benefits of membership and subject to all of the responsibilities of AMICO Members. The Board of Directors of AMICO shall establish the policies and procedures governing enrollment, including the qualifications for and rights of classes of members. Continued acceptance of all of the terms and conditions of this Agreement is a condition of membership.

    1. Benefits

      2. An AMICO Member is entitled to: (1) have free access to and use The AMICO Library under an AMICO License, (2) have access to the full range of AMICO Member Services available at the time of membership, (3) participate in the governance of AMICO, by voting for Members of the Board of Directors, and (4) name a representative (if desired) to any or all of the AMICO Working Committees through which policy recommendations are made.

    2. Responsibilities

      3. An AMICO Member is responsible for: (1) complying with all of the terms and conditions of this Agreement and such policies and guidelines governing AMICO membership as the AMICO Board of Directors and its Working Committees may adopt from time to time; (2) making timely, annual contributions of multimedia documentation of works of art to The AMICO Library without conditions or restrictions except the express conditions or restrictions of the creator or copyright owner of the original work of art; (3) ensuring that such contributions conform to the AMICO technical documentation standards; and (4) promptly paying all membership dues and any charges or fees, as established by the AMICO Board.

  5. Intellectual Property Rights
    1. Warranty
      2.

      AMICO Member warrants and represents that, to the best of its knowledge, the rights granted herein will not infringe the rights of any third party. AMICO Member further warrants and represents that it has a conducted a review of the rights granted herein according to documented internal policies and procedures.

    2. Grant of Rights

      3. AMICO Member hereby grants to AMICO a non-exclusive, worldwide license to reproduce, distribute, publicly display, and make derivative works based upon the contributed multimedia documentation of a work of art, or any portion thereof, and to license their use by Subscribers, solely as part of or in connection with the compilation and distribution of The AMICO Library.

    3. Withdrawal of Disputed AMICO Works

      4. AMICO Member may withdraw from its contribution under this Agreement particular contributed multimedia documentation for good cause shown. Any claim, dispute or action related to contributed multimedia documentation shall be deemed to establish good cause shown for the withdrawal of such documentation. AMICO Members shall be responsible for promptly notifying AMICO of any claim, dispute or action related to contributed multimedia documentation. Within ten (10) days of the receipt of such notification, AMICO shall withdraw such multimedia documentation and provide notice thereof to Subscribers. AMICO Licenses shall provide for the withdrawal of any disputed AMICO Work within ten (30) days of the receipt such notice of withdrawal.

    4. Acknowledgment of Ownership

      5. AMICO Member acknowledges that AMICO shall be the sole and exclusive owner of The AMICO Library, including all related copyrights, trademarks, tradenames, and other intellectual property rights, currently in existence or later developed.

  6. Indemnification

    7. To the extent authorized by law, each party to this Agreement shall jointly and severally indemnify and hold harmless each other party, its employees, officers, and directors from and against any and all liability, damage, loss, cost or expense, including reasonable attorney's fees, costs, and other expenses arising out of or in any way resulting from any activity undertaken under this Agreement.

  7. Term and Termination
    1. Term
      2.

      This Agreement shall come into force as of the Effective Date and shall remain in force for an initial term of two years from the Effective Date, unless terminated as provided for in this section.

    2. Term of AMICO Licenses

      3. AMICO shall not, under the rights granted under this Agreement, offer Subscribers licenses that exceed one year.

    3. Renewal

      4. This Agreement shall automatically be renewed for an additional period of one year, unless either party gives the other party written notice of non-renewal at least ninety (90) days before the end of the initial term or the renewal term.

    4. Termination

      5. Either Party, at its option, may terminate this Agreement upon at least ninety (90) days' prior notice. Immediately upon receipt of such notice, AMICO shall cease to issue new AMICO Licenses for the multimedia documentation of the terminating AMICO Member beyond the term of the licenses then in effect. However, notice of termination shall have no effect on AMICO licenses then in effect.

  8. Dissolution of AMICO

    9. In the event of the dissolution or final liquidation of AMICO, AMICO Member shall take all reasonable steps to ensure that its contributed multimedia documentation remain available under the terms and conditions of AMICO Licenses then in effect, and towards this end AMICO Member also shall cooperate with any successor charitable, educational or cultural organization to AMICO.

  9. Miscellaneous Provisions
    1. Notices
      2.

      AMICO may give written notice to AMICO Members under this Agreement by electronic mail, by a general posting on the AMICO Discussion List, by facsimile transmission (with receipt confirmed), or by conventional mail. In the case of electronic mail or general posting to the AMICO Discussion List, notice shall be deemed to have been given on the day of the delivery of the transmission. In the case of conventional mail, notice shall be deemed to have given on the fifth business day following the day of mailing if mailed postage prepaid.

    2. No Assignment

      3. The Parties to this Agreement shall not assign, subcontract, or sublicense this Agreement or any of the rights and obligations thereunder.

    3. Entirety of Agreement

      4. The terms and conditions of this Agreement and its exhibits supersede all prior oral and written agreements between the Parties with respect to the subject matter of this Agreement and shall constitute the entire agreement between the parties with respect to the matters contained herein. This Agreement shall not be modified or amended except by writing duly executed by authorized representatives of the Parties.

    4. Choice of Law

      5. This Agreement shall be interpreted, governed and enforced under the laws of the District of Columbia, without regard to its conflict of law rules. Any claims or disputes arising out or relating to this Agreement shall be resolved by binding arbitration to be held in the District of Columbia in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award by the arbitrators may be entered in any court having jurisdiction thereof.

    5. Use of Names

      6. AMICO acknowledges that the names of AMICO Member may not be used in any manner or through any medium, whether written, oral or visual, for any purpose whatsoever, including advertising, marketing, fundraising, promotion or publicity, without the prior written approval of AMICO Member. However, the name of AMICO Member may be used to indicate membership in AMICO in a list of all other AMICO Members.

    6. Representatives

      7. For purposes of providing guidance and direction in daily operational matters, granting approvals or withholding same, and for general project coordination, AMICO Member shall be represented by_______________________.

      IN WITNESS THEREFORE, the Parties have caused this Agreement to be executed as the first day and year written first above.

      Art Museum Image Consortium_______________________

      [AMICO Member]

      _________________________________________________

      [Print Name][Print Name]

      _________________________________________________

      [Signature][Signature]

      Date: _____________________Date: __________________


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