1. Definitions

Unless otherwise defined, capitalised terms, singular or plural, used in this Membership Agreement shall have the meaning set out below:

• “TAA” means Tower Automation Alliance S.L. a company incorporated under the laws of Spain trading as Tower Automation Alliance or TAA with tax number B72899099, whose principal or registered office is at C/Extremadura,51 P.I. Los Llanos Salteras 41909 Seville (Spain).
• “Services” means the services as described in Exhibit I.
• “Effective Date” means the date on which the Membership Services start, as specified in Clause 4 and unless varied by Clause 3.3.
• “Licence” means the licenses as defined in Clause 4.1.
• “Intellectual Property Rights” means all patents, unpatented inventions, registered and unregistered designs, and design rights, copyrights (including rights in computer software), database rights, topography rights, domain names, trademarks, rights in trade dress and get-up, rights in goodwill or to sue for passing off, service marks, trade names, logos, rights in trade secrets, know-how (including applications or the right to apply for registration of all of the foregoing) and all other intellectual property rights of any nature whatsoever and all rights of a similar nature or having similar effect throughout the world whether registered or unregistered and whether now existing or in the future created including all applications and rights to apply for, and be granted renewals or extensions of, and rights to claim priority from, such rights.
• “Materials” means any documents, reports, spreadsheets, data, information, and/or other materials made available via or through the Membership Services.
• “Membership Agreement” means this agreement which consists of these standard Terms and Conditions and the Exhibit I
• “Membership Fees” means the membership fees specified in Exhibit I, unless varied by Clause 3.5.
• “Membership Period” means the period specified in Clause 4 during which the Membership Services will be made available to the Member and its Permitted Users.
• “Permitted Users” means those individuals nominated by the Member to access the Membership Services under this Membership Agreement, who (a) will at all times be the Member’s employees or officers, and (b) may not exceed the number of users set out in Exhibit I (unless varied by Clause 3.5).
• “Website” means the Tower Automation Alliance website.

2. Membership Services

2.1. Subject to payment of the Membership Fees and the Member’s and the Permitted Users’ compliance with the terms of this Membership Agreement, TAA will provide the Membership Services during the Membership Period.  

2.2. Members will be entitled to receive Services based on the established subscription fee which includes the benefits detailed in Exhibit I.

2.3. TAA will provide the Membership Services with reasonable skill and care to a diligent professional standard.

3. Membership Fees

3.1. Membership Fees are payable in full in advance of the Membership Start Date.

3.2. TAA will issue the Member with an invoice for the Membership Fees on or around the date of this Membership Agreement.

3.3. TAA reserves the right to delay the Effective Date until the Membership Fees corresponding to the Initial Period or any Renewal Period have been received by TAA in full and cleared funds.

3.4. The amounts payable under this Membership Agreement are exclusive of VAT or other similar taxes, duties, charges, or assessments, which will be added (if applicable) as required by applicable legislation.

3.5. If the Member wishes to increase the number of Permitted Users or otherwise increase the scope of the Membership Services it receives, it must notify TAA and TAA may then offer the Member revised Membership Fees for the amended Membership Services based on the increased number of Permitted Users and/or scope of Membership Services, which will then become part of the Member’s membership hereunder only upon full payment of any additional Membership Fees.

4. Membership Period

The term of this Agreement shall commence on the date on which the payment of the Membership Fees is made by the Member (Effective Date) and shall continue in full force and effect for 12 months (“Initial Period”). Following the end of the Initial Period, the Membership Agreement shall automatically renew for the same length as the Initial Period (a “Renewal Period”), and successively for following renewals, unless either Party gives written notice 60 days before the end of the Initial Period or any Renewal Period, of its intention to terminate the Membership Agreement. Any proposed change to pricing or terms for a Renewal Term shall be provided by TAA in writing no less than 60 days before the end of the Initial Period or any Renewal Period. Any notification of change or canelation should be sent to info@towerautomationalliance.com

Within the first month of any Renewal Period, TAA will issue the Member with an invoice for the Membership Fees corresponding to the Renewal Period.

5. Licence and Proprietary Rights

5.1. In consideration of and subject to the Member’s payment of the Membership Fees, TAA grants to the Member and the Permitted Users a non-exclusive, non-transferable license to access and use the Membership Services and the Materials for the Membership Period strictly by and subject to the terms and conditions of this Membership Agreement (the Licence).

5.2. The Member undertakes to comply (and will procure that the Permitted Users comply) with this Membership Agreement.

5.3. The Member acknowledges that all Intellectual Property Rights in and to the Membership Services and the Materials belong to TAA and/or its third-party licensors and neither the Member nor any Permitted User will acquire any rights in or to the Membership Services or the Materials other than the right to access/use them strictly by the terms of this Membership Agreement.

5.4. TAA warrants that (a) it has the right to grant the Licence; and (b) the exercise of the Licence, strictly by this Membership Agreement, will not infringe the rights of any third party.

6. Use of Name and Logo

6.1 The Member expressly authorizes TAA to make a commercial overview of the Member entity and to use the name and logo of the Member as a reference in press releases, commercial documents, or others and, specifically, to include it in the Tower Automation Alliance WEB site located at the following URL https://towerautomationalliance.com where all relevant information about the alliance as well as addresses and contact telephone numbers are published.

7. Membership Credentials

7.1. The Member agrees that all Permitted User logins, passwords, and other Permitted User identification (together with Membership Credentials) used to access the Membership Services are confidential and personal to each Permitted User. The Member will ensure that Permitted Users do not disclose or transfer Membership Credentials to any person.

7.2. The Member must notify TAA immediately of any unauthorized use of any Membership Credentials or any other breaches of security regarding the Membership Services that come to the Member’s attention.

7.3. Without prejudice to any other right or remedy, TAA may disable any Membership Credentials at any time if, in TAA’s opinion, the Member or a Permitted User has failed to comply with Clauses 7.1 and/or 7.2.

7.4. TAA reserves the right to temporarily suspend the Membership Services (whether in whole or in part) for maintenance or upgrade, but TAA will use reasonable endeavors to carry out such maintenance/upgrade during periods of low demand for access and to minimize the period of such maintenance/upgrade.

8. Permitted Use and Restrictions

8.1. The Permitted Users may, strictly and solely for their/the Member’s internal business purposes:

1. a) access and use the Membership Services;
2. b) access the Materials via the Website; and
3. c) download, print, and/or store copies of certain Materials provided that the Materials so used shall not exceed a reasonable number during the Membership Period (as determined in TAA’s reasonable but sole discretion).

8.2. The Member and its Permitted Users may use Materials downloaded by Clause 8.1(c) internal business reports circulated to the Member’s employees or officers only.

8.3. The Member warrants and represents that:

1. a) it will not (and will procure that the Permitted Users will not) download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Membership Services and/or the Materials except as expressly permitted in this Membership Agreement;
2. b) it will not (and will procure that the Permitted Users will not) use the Membership Services and/or the Materials (and/or any information contained within the Membership Services or the Materials) for any external purpose whatsoever;
3. c) it will not (and will procure that the Permitted Users will not) resell, sub-license, rent, lease, transfer or attempt to assign any rights in the Membership Services and/or the Materials (in whole or in part) to any other person;
4. d) it will not (and will procure the Permitted Users will not) modify or alter the Membership Services and/or the Materials;
5. e) it will not allow any person other than the Permitted Users to use or gain access to the Membership Services or the Materials except as expressly permitted in this Membership Agreement; and
6. f) it will not change or substitute a Permitted User without TAA’s prior written consent (not to be unreasonably withheld).

9. Limitation of Liability and Indemnities

9.1. TAA will use reasonable endeavors to ensure that the Membership Services and the Materials are accurate. However, TAA does not guarantee the accuracy of any aspect of the Membership Services or the Materials, which are provided strictly on an “as is” basis. TAA accepts no liability for any loss or damage whatsoever sustained by the Member or any Permitted User as a result of using or relying on any aspect of the Membership Services or the Materials.

9.2. The Member acknowledges and agrees that the Membership Services and the Materials may include conjecture, prediction, opinion, assessment, and/or analysis of subjective facts or circumstances representing TAA’s or a third party’s views based on facts or information available or circumstances known to it/them at the relevant time, which may not always be correct and/or may change.

9.3. Subject to Clause 9.4, neither party will be liable to the other in contract, tort (including negligence and breach of statutory duty) misrepresentation, or otherwise for any loss of revenue, profit, business opportunity, or anticipated savings, or for any loss of goodwill or reputation, or any indirect or consequential loss arising under or concerning this Membership Agreement.

9.4. Nothing in this Membership Agreement will exclude or limit either party’s liability in respect of:

1. a) death or personal injury caused by the negligence of such party or its agents, officers, or employees.
2. b) fraud or fraudulent misrepresentation;
3. c) misuse of the other’s confidential information;
4. d) payment of sums properly due and owing to the other in the course of normal performance of this Membership Agreement; or
5. e) other matters for which liability cannot be lawfully excluded or limited.

9.5. Subject to Clause 9.7, each party (the Indemnifying Party) agrees to indemnify the other party (the Indemnified Party) from and against any expenses, costs, liabilities, losses, or damages incurred by the Indemnified Party arising out of a breach by the Indemnifying Party of any of its representations, warranties, or undertakings contained in this Membership Agreement.

9.6. The Member is responsible for ensuring that its computer system meets all relevant technical specifications necessary to receive the Membership Services. TAA employs industry standard procedures and virus checks. However, it does not guarantee that the Membership Services or the Materials will be free from viruses or other malicious code. The Member is responsible for implementing industry-standard procedures and virus checks to maintain the security of its computer systems.

9.7. If TAA is liable to the Member under this Membership Agreement for any reason, then (subject to Clause 9.4) TAA’s liability will be limited to the amount the Membership Fees paid or payable by the Member in the preceding 12-month period.

10. Termination

10.1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Membership Agreement immediately on giving written notice to the other party:

1. a) if the other party (or, where the other party is the Member, any of the Permitted Users) commits a breach of any of the material terms of this Membership Agreement not capable of remedy;
2. b) if the other party (or, where the other party is the Member, any of the Permitted Users) commits a breach of any of the material terms of this Membership Agreement capable of remedy and fails to remedy that breach within thirty (30) days of being notified in writing of the breach; or
3. c) if the other party goes into liquidation (whether compulsory or voluntary) or an administrator or receiver or similar officer is appointed over the whole or any part of the other party’s assets, or any similar occurrence under any jurisdiction affects the other party, or the other party ceases or threatens to cease to carry on business.
4. d) if the Member is or becomes a competitor of TAA.

10.2. Without prejudice to any other rights or remedies under this Membership Agreement, TAA is entitled to immediately suspend the Permitted Users’ access to any or all the Membership Services, without prior notice, if TAA reasonably believes the Member and/or any Permitted User is in breach of any term of this Membership Agreement.

11. Consequences of Termination/Expiry

11.1. Upon expiry of the Membership Term or earlier termination of this Membership Agreement:

1. a) the Licence and all the Member’s and the Permitted Users’ other rights under this Membership Agreement will immediately cease subject only to Clause 11.2;
2. b) the Member will ensure that all Permitted Users immediately cease using the Membership Credentials; and
3. c) unless the Member has terminated this Membership Agreement due to TAA’s uncured material breach, TAA will not be required to refund any Membership Fees received from the Member.

11.2. Termination or expiry of this Membership Agreement will not operate as a waiver of any breach by either party of any of the provisions hereof and will be without prejudice to any rights or remedies of either party which arise as a consequence of the such breach or which have accrued under this Membership Agreement up to the date of such termination:

11.3. Clauses that are necessary for the interpretation or enforcement of this Membership Agreement will continue in force and effect notwithstanding the termination or expiry of this Membership Agreement.

12. Miscellaneous

12.1. Each party undertakes to the other that it will treat as confidential the terms of this Membership Agreement together with all information whether of a technical nature or otherwise relating in any manner to the business or affairs of the other party, save only information which (a) is or becomes available to the public other than as a result of a breach of this Clause or (b) is or becomes available to the receiving party from other sources free of restriction as to its use or disclosure.

12.2. This Membership Agreement contains the entire understanding and agreement of the parties relating to its subject matter and supersedes in all respects any previous or other existing arrangements, agreements, or understandings between the parties whether oral or written about its subject matter.

12.3. Each party acknowledges that in entering into this Membership Agreement it does not rely on, and irrevocably waives any right it has or may have in respect of, any representation which is not expressly set out in this Membership Agreement, and each party irrevocably and unconditionally waives any right or remedy it has or may have to rescind this Membership Agreement or to claim damages for any misrepresentation not contained in this Membership Agreement, provided that nothing in this Membership Agreement will limit or exclude any liability for fraud. Each party agrees that the only remedy available to it for breach of this Membership Agreement will be for breach of contract and no party will be liable in tort or otherwise in respect of the such breach.

12.4. This Membership Agreement is personal to the parties hereto and neither party will, without the prior consent in writing of the others (not to be unreasonably withheld, delayed, or conditioned), assign, sub-license, charge, transfer or otherwise deal with the whole or any part of this Membership Agreement or its rights or obligations in this Membership Agreement or purport to do the same.

12.5. No variation or agreed termination of this Membership Agreement will be effective unless made in writing and signed by or on behalf of each of the parties.

12.6. If any provision or part of a provision of this Membership Agreement is or is held to be, illegal, invalid, unenforceable, or against public policy under a final adjudication by a court of competent jurisdiction such provision will be severed here from and the remainder of this Membership Agreement will be deemed in full force and effect.

12.7. No failure or delay by either party in exercising any right or remedy under this Membership Agreement will operate as a waiver of that right or remedy, and no single or partial exercise by either party of any right or remedy will preclude any further exercise of that right or remedy or the exercise of any other right or remedy. No waiver or discharge of any breach will be effective unless made in writing and signed by the party giving the waiver.  The rights and remedies provided in this Membership Agreement are cumulative and are not exclusive of any rights and remedies provided in law or otherwise.

12.8. Neither party will be in breach of this Membership Agreement nor bear any responsibility or liability for any losses arising out of any delay or failure in the performance of its obligations under this Membership Agreement due to events beyond its reasonable control commonly referred to as events of force majeure provided that the defaulting party will promptly notify the other party of the nature and reasons for the delay or failure and will use its reasonable endeavors to mitigate the effects of any default as soon as possible. If any such force majeure event continues for more than one month either party may terminate this Membership Agreement by written notice to the other party without prejudice to the rights of the parties existing before such termination.

12.9. At its own expense each party will execute such documents and perform such acts as may reasonably be required for giving full effect to this Membership Agreement and the rights expressed to be granted under this Membership Agreement.

12.10. Nothing in this Membership Agreement creates or will be deemed to have created a joint venture or an agency agreement between the parties. Neither party will do anything to bind the other to any contract or to pledge the credit of the other party or to bind it to any obligation, commitment, or liability, nor will represent itself as able to do so.

12.11. Any notices sent under this Membership Agreement must be in writing and may be served by personal delivery or by sending the notice by special delivery at the address given in this Membership Agreement or at such other address as the relevant party may give for service of notices under this Membership Agreement and every such notice will be deemed to have been served upon delivery if served by hand or at the expiration of two days after despatch of the same if delivered by special delivery.

12.12. This Membership Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, is governed by and will be construed by the laws of Spain. The parties irrevocably agree that the Courts of Seville will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Membership Agreement or its subject matter.