This agreement is applicable for the term of your membership. This shall be the term beginning after you have been notified that your application for membership has been accepted by NAIBRS and ending on termination, expiration or cancellation of Your membership in NAIBRS or any earlier termination of this Agreement by NAIBRS (“Term”). Unless terminated as provided herein, this Agreement shall remain in full force and effect, renewing annually, at the beginning of each fiscal year of NAIBRS’s acceptance of Your application for membership. This Agreement shall be suspended upon the suspension of your NAIBRS membership.
NAIBRS shall have the right, in its complete and sole discretion, to terminate the Agreement if you fail to comply with the terms and conditions of the Agreement and as such, breach this Agreement. You shall be obligated to pay marketing fees (if applicable) which accrued prior to the effective date of termination. NAIBRS shall have the right, in its complete and sole discretion, to terminate the Agreement for convenience five days after provision of written notice, provided however, in the event of an exercise of this right, NAIBRS shall refund all fees and charges paid by the member and not earned by NAIBRS within thirty days of the termination.
This General Terms and Conditions of membership is a legal Agreement between you/your organization (“You/Your”), and the National Association of Independent Builders and Real Estate Services (NAIBRS Inc.), a not-for-profit 501(c)(6) corporation which sets forth the terms and conditions of membership. You understand that the rights of membership, including the right to identify membership, begin only when You have been notified that your application for membership has been accepted.
Members are subject to annual membership dues (unless waived by NAIBRS).
Use of NAIBRS Name and Logos
Member Use of the NAIBRS Name and Logo: By using the Name and/or Logo, You are taking an affirmative action to signify that You are entering into a legal Agreement and affirmatively agree to be bound by the terms of the Agreement as set forth below including those additional terms and conditions as may be stipulated in any referenced or accompanying documentation. If you do not agree to be bound by the terms of the Agreement as set forth below, do not obtain or use the Name and/or Logo. The name and/or logo may be obtained directly from any NAIBRS staff in the form of a graphic file contained on computer media or by downloading, copying or any other electronic retrieval method the Name and/or Logo from the NAIBRS website.
License to Identify Membership: During the Term of this Agreement, NAIBRS grants You a nonexclusive, non-assignable and non-transferable limited license to use the NAIBRS Name and Logo only as stated below in the following printed media whether as printed or “online” materials and electronic broadcast media: newspapers, periodicals, billboards, posters, direct mail, flyers, yellow pages or other directory advertising, telephone, television or radio spots, business cards, stationary, invoices, facsimile cover sheets and other standard business documents for the limited purpose of conveying notice of Your membership in NAIBRS. You agree that the NAIBRS Name and Logo may not be otherwise used, copied, reproduced or altered in any manner. Nothing in this Agreement, or in Your use of the NAIBRS Name and Logo, will give You any right whatsoever in the NAIBRS Name and Logo, or in any similar marks, beyond the right granted in this Agreement.
Upon any termination, expiration, cancellation or suspension of your membership or the Term of this Agreement, you shall discontinue all use of the Name and/or Logo. Furthermore, NAIBRS has an absolute right to terminate, cancel, suspend or withdraw your license and membership at any time.
The Name and Logo may not be used in any way as to represent approval by NAIBRS of the content of media with prior written permission of NAIBRS. A copy of any proposed media must accompany all requests for permission.
The Name and Logo may not be used in any way as to represent an endorsement or certification by NAIBRS of any product or service offered by you. Nothing in this Agreement or in Your use of the Name and/or Logo shall confer any endorsement or approval of your products or services or of You.
General Rules: The Name and/or Logo are the property of NAIBRS and may only be used by a member of ATA during that member’s period of membership. The Name and/or Logo must always be a component of or accompanied by the words “NAIBRS Member” or “Member of NAIBRS.”
Online Rules: You may display the Name and/or Logo anywhere on your website at Your primary internet domain name. Your online use of the Name and/or Logo will be linked, at a minimum from the most prominent reference to the Name and/or Logo on the respective page, to the NAIBRS website at https://www.NAIBRS.org (or such other address as shall be established).
Restrictions: The Name and/or Logo are protected by trademark and copyright laws and international trademark and copyright treaties, as well as other intellectual property laws and treaties and contain intellectual property exclusive to NAIBRS. All right, interest, title to, and ownership and intellectual property rights in, the Name and/or Logo and all copies remain with NAIBRS.
You are expressly prohibited from utilizing the Name and/or Logo for any purpose not permitted in this agreement, including copying the Name and/ or Logo, other than to make a single copy of the name and/or Logo in machine-readable format for back-up or archival purposes. You are permitted to make such copies for your internal use only. You may not modify the Name and/or Logo or create derivative works based upon the Name and/or Logo or any part of the Name and/or Logo.
You may not distribute copies of the Name and/or Logo to third parties. You must comply with all applicable laws regarding the use of the Name and/or Logo. NAIBRS reserves all rights not expressly granted.
Use/Disclosure of Contact Information:
NAIBRS collects business contact information, including, without limitation, e-mail addresses, telephone and facsimile numbers, and physical addresses, pertaining to its Members. Any such information provided by a Member may be disclosed by NAIBRS to official partners. By providing Your business contact information to NAIBRS, You have consented to the use and disclosure of that information in this manner. If You do not want NAIBRS to use or disclose Your business contact information as described herein, do not provide it. NAIBRS notes that this may result in You being unable to access some or all of our services.
Compliance with Rules, Regulations and Laws: Members will comply with all rules promulgated by the Association with respect to the provision of its services. Affiliated Member acknowledges and understands that the services provided by the Association, its affiliates and/ or Affiliated Member may be subject to Federal, state or local laws, regulations or rules, including but not limited to the Real Estate Settlement Procedures Act (commonly called “RESPA”), the Fair Housing Act, and the Illinois Human Rights Act (collectively, the “Applicable Laws”). Affiliated Member shall at all times comply with the Applicable Laws, including taking all reasonable actions recommended by the Association. Further, Affiliated Member acknowledges that Association and its affiliates may be required to provide notices under the Applicable Laws to the Member and/or others involved in any project or transaction sourced by the Association or its affiliates and Affiliated Member agrees to execute, deliver or otherwise follow any instructions provided by the Association or its affiliates with respect to such notices.
Indemnification: Affiliated Member, on behalf of itself, its officers, directors, agents, employees or attorneys, indemnifies, defends and holds Association harmless from and against any and all liabilities, obligations, losses, damages, claims, costs and expenses (including reasonable attorneys' fees and court costs) of whatever kind or nature that may be imposed on, incurred by or asserted against Association at any time that relate to or arise from or out of any breach of this Agreement by Affiliated Member, the services provided by the Association and any construction, renovation or remodeling projects procured by or through the Association or its affiliates, including by reason of the construction of the parties being deemed to have the relationship of joint ventures or partners, or Affiliated Member being deemed to have acted as agent for Association; provided, however, that Affiliated Member’s indemnification obligation shall not extent to liability arising out of the gross negligence or intentional misconduct of the Association, its manager, agents, employees, or attorneys.
Applicable Law: Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and the United States of America. If any action, suit or proceeding is instituted as a result of this Agreement, the parties designate the Federal courts located in Cook County, Illinois or the state courts located in DuPage County, Illinois, as the proper jurisdiction and venue.
Counterparts: This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one agreement.
Facsimile Signature: The parties agree that electronic or facsimile signatures on counterpart copies of this Agreement shall be binding and of full force and effect.
Waiver; and Binding Effect: No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Interpretation: The use of the masculine, feminine, or neuter gender and the use of the singular and plural number shall not be given the effect of any exclusion or limitation herein. In addition, the use of the word "person" or "party" shall mean and include any individual, trust, limited liability company, corporation, partnership, or other entity. The terms "including," "include," or "includes," or any similar phrase, shall be interpreted as if they were followed by the phrase "without limitation."
Titles and Headings: The titles and headings of the articles and paragraphs of this Agreement have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction of any of the terms or provisions of this Agreement.
Assignment: This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, heirs, successors and assigns; provided, however, that any attempted assignment by the Affiliated Member without the Association’s written consent is void and of no force or effect.
Time of the Essence: Time is of the essence for the payment of all amounts due under this Agreement and the performance and observance of each covenant, agreement, provision and term of this Agreement.
Counsel: The parties represent and warrant that they have read and understand this Agreement, and that they have either entered into this Agreement in consultation with their respective attorneys or they have had the opportunity to consult with legal counsel of their choice and have elected not to do so. Any rule of law that would interpret this Agreement in a manner detrimental to the party primarily responsible for drafting the Agreement will be disregarded and not applied in the interpretation of this Agreement.
Notice: Any notice which any party hereto gives to any other party or their counsel must be in writing and will be deemed given: on the date when delivered in person; on the date when sent by facsimile or other electronic method (e.g., e-mail), provided that a copy is also sent by U. S. Mail; one (1) business day after being deposited with a nationally recognized overnight courier service (e.g., UPS, Federal Express, or DHL) for overnight delivery; or, three (3) business days after deposited in the United States certified or registered mail, return receipt requested, addressed to the party, at the principal address of the Association at 401 N. Michigan Ave, Suite 1200, Chicago, IL 60611 or the address of the Member provided by it to the Association on the Membership Application or any subsequent change of address notice provided by it to the Association, or at such other address as the party to whom notice is to be given has specified by notice hereunder to the party seeking to give such notice.