Operation Socialization Business Member Agreement
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This Operation Socialization Business Member Agreement (“Agreement”) is entered into as of October 18, 2017 by and between Operation Socialization, LLC ("Operation Socialization") and the individual or entity identified on the Business Member & Socialization Destination Application & Agreement as ("Business Member") (collectively the “Parties”).

Terms of Membership covered by this contract:

Starting: October 25, 2017

Ending: October 26, 2018

Membership Fee applicable to this contract: $75

Applicable Discounts to the Membership Fee: 100%

Amount of Membership Fee Due and Payable: $0

Recitals:

Whereas, Operation Socialization wishes to extend membership to the Business Member to provide certain puppy socialization opportunities for clients of Dog Trainer Members also referred to as OS Certified Trainers,

Whereas, the Business Member has an appropriate location to serve as a Socialization Destination™, and a desire to provide puppy socialization experiences, to promote puppy socialization and to comport with the terms and conditions set forth herein.

Now therefore, in consideration of this Agreement and other good and valuable consideration, the Parties agree as follows:

1. Membership.

(a) Upon execution of this Agreement and full payment of membership fees in accordance with the "Terms of Membership covered by this contract", Operation Socialization grants membership to the Business Member as an Operation Socialization Business Member and a Socialization Destination (“Mark”) (herein referred to as a “Business Member”) for the term listed on "Terms of Membership covered by this contract". Membership allows the Business member to be listed as a Socialization Destination™ on Operation Socialization’s website and to obtain Operation Socialization resources regarding puppy socialization. Operation Socialization has full discretion to establish its membership fees, and will post the most current information regarding membership fees on its website, www.operationsocialization.com.

(b) The Business Member agrees to abide by Operation Socialization’s Unabridged Business Member Trademark Usage Rules and Operation Socialization’s Business Member Code of Ethics. Business Member also agrees that this membership, and the materials and privileges associated with it, apply only to the Business Member listed in this contract and no one else.

(c) As a condition and benefit of membership, Operation Socialization grants a license to the Business Member to use Operation Socialization’s mark for only so long as the Business Member is a member of Operation Socialization and is using the license in accordance with the Unabridged Business Member Trademark Usage Rules. Operation Socialization will provide the Business Member with Socialization Destination™ Window Decals and Puppy Passport stickers (“stamps”).

2. Termination.

The term of this Agreement shall be for the length of time indicated in the "Terms of Membership covered by this contract" and the Agreement shall terminate thereafter, unless the Business Member renews their membership by paying additional annual membership fees or Operation Socialization renews the Agreement in writing. This Agreement may be terminated at any time and for any reason (or for no reason) prior to such time by Operation Socialization upon 60 days' prior written notice. However, if Operation Socialization has good cause to terminate the Business Member, no notice shall be required. Good cause includes, but is not limited, to the Business Member’s breach of the Unabridged Business Member Trademark Usage Rules or the Business Member Code of Ethics, or any other actions taken by the Business Member that Operation Socialization reasonably believes is harmful to Operation Socialization or in any manner denigrates or harms the goodwill of the mark.

3. Indemnity.

The Business Member agrees to indemnify and hold Operation Socialization, its officers, owners, employees, and agents, harmless from any claims, causes of action, damages, liabilities, costs and expenses related in any way to this agreement, including reasonable attorney’s fees, suffered or incurred by any of them as a result of the actions or inactions of the Business Member.

4. Confidential Information.

As an Operation Socialization Business Member, the Business Member may learn or discover information concerning the procedures, member lists, business plans, strategies or operations of Operation Socialization (“Confidential Information”) that is proprietary and non-public. The Business Member agrees not to disclose or use any Confidential Information without the prior written consent of Operation Socialization. The Business Member acknowledges and agrees that it would be improper and unfair for the Business Member to act, directly or indirectly, in a way that is to the disadvantage or detriment of Operation Socialization, or of Operation Socialization’s relationship with its Operation Socialization’s Dog Trainer Members and Business Members. The Business Member acknowledges and agrees that, upon any breach of this paragraph, Operation Socialization may seek any and all legal and equitable relief, including but not limited to reasonable attorney’s fees and injunctive relief.

5. Intellectual Property.

The Business Member acknowledges that Operation Socialization has exclusive right, title and interest in and to the Operation Socialization trademarks, services marks, trade names, logos or other source identifiers, including, but not limited to OPERATION SOCIALIZATION, OPERATION SOCIALIZATION CERTIFIED TRAINER, OS CERTIFIED TRAINER, OS TRAINER, SOCIALIZATION DESTINATION, SOCIALIZATION SUCCESS, HERE TO SOCIALIZE!, and JUST ADD PUPPY for all goods and services associated with Operation Socializations’ business (“OS Marks”). The Business member further acknowledges that Operation Socialization has exclusive rights to the copyright in its website, manuals, documentation, brochures, pamphlets, photographs, and any other materials created by Operation Socialization for its business. The Business Member agrees not to use or display Operation Socializations trademarks or service marks, or copy, reproduce, republish, upload, post, publicly display, modify, rent, sell, lease, create derivative works of, encode, translate, transmit, distribute or otherwise make available works in which Operation Socialization owns copyright, without prior written consent from Operation Socialization, consent to be withheld for any reason whatsoever.

6. Insurance.

The Business Member represents and covenants that the Business Member will maintain liability insurance in force throughout the term of membership as an Operation Socialization Business Member.

7. Relationship.

The Parties intend and agree that the relationship between Operation Socialization and the Business Member is fully defined by this Agreement, that Operation Socialization provides no compensation to the Business Member, and that the Business Member is not an employee, independent contractor, agent, or partner of Operation Socialization.

8. Notices.

All notices and other items sent to any party hereto shall be provided in writing and sent to either of the following addresses:

E-mail: This e-mail address is being protected from spambots. You need JavaScript enabled to view it
Mailing:Operation Socialization LLC
Box 327
Mount Vernon, VA 22121

9. Assignment.

This Agreement or the rights and duties hereunder of the Business Member may not be transferred or delegated by the Business Member to any other person or entity without the prior written consent of Operation Socialization.

10. Attorneys’ Fees.

The Business Member acknowledges and agrees that, should the Business Member violate this Agreement, Operation Socialization shall be entitled to seek all legal remedies available, including but not limited to its reasonable attorney’s fees.

11. Miscellaneous.

(a) This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to its rules for conflicts of laws, and in the event of a dispute, the Parties agree to submit to the jurisdiction of the courts of Virginia and to litigate in the small claims court, General District Court or the Circuit Court in the City of Alexandria, Arlington County, or Fairfax County; (b) the provisions hereof shall survive termination of this Agreement; (c) this Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings among the parties with respect thereto, and this Agreement may be changed only in writing signed by the party against whom enforcement is sought; (d) if any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect; any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable; (e) the Recitals and Attachments attached hereto are incorporated herein in their entirety by this reference; (f) electronic, faxed, or scanned copies of this agreement are all enforceable.