CORPORATE MEMBER AGREEMENT

THIS CORPORATE MEMBER AGREEMENT (the “Agreement”) is made effective as of the date of the online sponsorship application submission, and the electronic or physical signature of this Corporate Member Agreement (the “Effective Date”).

BETWEEN:

SUSTAINABILITY TELEVISION INC., incorporated under the laws of British Columbia and having its main mailing address at 3665, 349 West Georgia Street, Vancouver, British Columbia, V6B 3X8 (“Sustainability Television”).

AND

THE APPLICANT ORGANIZATION as found in the online Corporate Member application submission (the “Corporate Member”). 

Each a “Party” and collectively the “Parties”.

WHEREAS

A.            Sustainability Television is an online digital media distributor; 

B.            Partner is an organization as described in the Corporate Member electronic application submission; and

C.            The Parties hereto are desirous of entering into a mutually beneficial partnership for the promotion of environmentally, financially, and socially responsible values.

AGREEMENT

1.            Definitions.

(a)          “Deliverables” means any products or services provided by the Parties, in accordance with this Agreement.

(b)          “Licensed IP” means any trade-marks, copyright or other intellectual property of Sustainability Television and the Partner identified in Schedule A of this Agreement, which may be amended by mutual agreement of the Parties.

(c)          “Term” means [1 year from the date of execution and any subsequent renewal date]. 

(d)          “Territory” means [Community, Regional, National, Continental, or International  Sponsorship as defined in the online Corporate Member application submission].

2.            Grant of Licenses by Sustainability Television Inc., Sustainability Television hereby grants to Corporate Member a non-exclusive license in the Territory (to the extent Sustainability Television has rights in the Territory) to reproduce, distribute, digitally and publicly display and transmit the Licensed IP name in connection with Corporate Member’s marketing and promotion of environmentally, financially, and socially responsible projects, provided that all such use of the Licensed IP must be approved by Sustainability Television and conform to the standards as defined by Sustainability Television from time to time (“Standard of Quality”).

3.            Grant of Licenses by Corporate Member. The Corporate Member hereby grants to Sustainability Television a non-exclusive license in the Territory (to the extent the Corporate Member has rights in the Territory) to reproduce, distribute, digitally and publicly display and transmit the Licensed IP name in connection with Sustainability Television’s marketing and promotion of environmentally and socially responsible projects, provided that all such use of the Licensed IP must be approved by Corporate Member and conform to the standards defined by Corporate Member from time to time (“Corporate Member Standard of Quality”). 

4.            Responsibilities of the Parties.  The responsibilities of each of the Parties hereto are defined herein in the Corporate Member Application, as amended from time to time by mutual agreement of the Parties.  

5.            Payments.  As applicable and subject to the terms and conditions of this Agreement, all payments are defined herein in the Corporate Member Application, as amended from time to time by mutual agreement of the Parties.  Each Party shall be solely responsible for any and all expenses incurred by it in the preparation, execution, and performance of this Agreement. 

6.            Term and Termination.  Following the initial Term, this Agreement will automatically renew on the first day of the next calendar year, in perpetuity, unless terminated earlier.  Unless changes are made during the first thirty (30) days of the new calendar year, the Agreement will continue to be governed by the same terms and conditions as provided in the initial Term.  Notwithstanding the foregoing, this Agreement may be terminated by either Party immediately upon notice to the other Party if such other party: 

(a)          has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy; or 

(b)          breaches any of its obligations under the Agreement in any material respect, which breach is not remedied within ten (10) days following written notice to the breaching Party. 

Furthermore, either Party may terminate this Agreement at any time without cause by providing thirty (30) days’ advance written notice to the other Party.

7.            Effect of Termination.  Upon any expiration or termination of this Agreement for any reason:

(a)          all licenses from one Party to the other Party will immediately terminate;

(b)          the Parties shall remove all references to Licensed IP as used in connection with this Agreement;

(c)           the Parties shall refrain from further use of the Licensed IP;

(d)          upon request, each Party will execute and deliver such documents and take such other steps as may be necessary or desirable to evidence that any and all rights that the Party may have had with respect to the Licensed IP no longer exist and that all use of the Licensed IP by the Party has immediately ceased; and

(e)          Partner shall make any payments outstanding as of the date of termination.

Termination of this Agreement shall be without prejudice to any existing rights and/or claims that a Party may have against the other Party.

8.            Representations and Warranties.  Each Party represents and warrants to the other that:

(a)          Good Title.  It has the full right, power and authority to grant the rights granted under this Agreement.  

(b)          No Required Consents.  No consents are required in order for the limited license herein to be granted.

(c)           No Infringement. To its best knowledge, the use of the Licensed IP has not prior to the Effective Date infringed, misused, violated or breached any intellectual property rights (including rights in proprietary or confidential information) of any third party, and the grant of the license, to the best of its knowledge, does not and will not violate or infringe: 

(i)            the terms of any agreement to which it is a party; or 

(ii)           any third party rights.

(d)          Authorship and Copyright.  Insofar as any elements of the Licensed IP are works of authorship, it has the right to license the copyrights therein.

(e)          Defense. It will defend the other party and its employees, agents, directors, officers, shareholders, agents and representatives against any infringement action brought by any third party in respect of the use of the Licensed IP as permitted in this Agreement.

9.            Indemnity.  Each Party agrees to defend, indemnify and save harmless the other Party and its employees, agents, directors, officers, shareholders, agents and representatives against any infringement action brought by any third party in respect of the use arising out of the display and use of the Licensed IP:

10.          Limitation of Liability.  SUBJECT TO ANY LIMITATIONS TO THE FOLLOWING WHICH ARE PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS OR REPRESENTATIVES) BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES AS A RESULT OF ANY BREACH OF THIS AGREEMENT, OR WITH RESPECT TO ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEPT FOR ANY CLAIM ARISING FROM FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF THE PARTY AGAINST WHOM THE CLAIM IS BEING MADE.

The obligations under this Section to defend, indemnify and save harmless are conditional upon the provision by the Party seeking to be indemnified of prompt written notice to the indemnifying Party and information and reasonable assistance for the defense or settlement thereof.  The indemnifying Party will have sole control of the defense and settlement of such claim or related action, provided that indemnifying Party will not settle such claim or related action in a manner which imposes any obligation on the Party seeking to be indemnified without the prior written consent of the Party seeking to be indemnified (which consent will not be unreasonably withheld).  The Party seeking to be indemnified will be entitled to engage counsel at its sole expense to consult with indemnifying Party with respect to the defense of the claim and related action.   

11.          Confidential Information.  “Confidential Information” means any business or technical information relating to either Party, or any business or technical information from a third Person disclosed in confidence to a Party, including, but not limited to, equipment, software, designs, technology, technical documentation, products (including those in development), product or service specifications or strategies, marketing plans, pricing information, financial information,  information about trade-marks and logos and their reproduction, methodologies and other know-how, which is disclosed from time to time by a Party in tangible form, electronic form, oral form, or visual form to the other Party.  Information that is disclosed orally must be designated as “confidential” at the time of disclosure. 

12.          Nondisclosure.  Each Party shall treat as confidential all Confidential Information of the other Parties, shall not use such Confidential Information except as set forth herein, and shall not disclose such Confidential Information to any third party.  Without limiting the foregoing, each of the Parties shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the disclosing Party under this Agreement.  Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information.  Notwithstanding the above, neither Party shall have liability to the other Party with regard to any Confidential Information of the other which, as evidenced by written record:

(a)          was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving Party;

(b)          was known to the receiving Party, without restriction, at the time of disclosure; 

(c)           is disclosed with the prior written approval of the disclosing Party; 

(d)          was independently developed by the receiving Party without any use of the Confidential Information; 

(e)          became known to the receiving Party, without restriction, from a source other than the disclosing Party, without breach of this Agreement by the receiving Party and otherwise not in violation of the disclosing Party’s rights; or 

(f)           is disclosed generally to third parties by the disclosing Party without restrictions similar to those contained in this Agreement.  

A Party may disclose the Confidential Information of the other Party to the extent required by the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving Party shall provide prompt notice thereof to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

13.          Governing Law.  The Parties agree that this Agreement shall be construed and enforced exclusively under the internal laws of the Province of British Columbia and the laws of Canada (unless the parties agree otherwise in writing) without application of the principles of conflict of laws.  The Parties hereby irrevocably submit and attorn to the exclusive jurisdiction of the courts of British Columbia and the courts having appellate jurisdiction thereover; provided however, that nothing herein will affect their right to record and enforce in any jurisdiction outside British Columbia, a judgment or award that is granted by a court of British Columbia or a court having appellate jurisdiction thereover.

14.          Relationship of the Parties.  The Parties acknowledge and agree that they are dealing with each other as independent contractors.  Neither the Agreement, nor any terms and conditions contained in the Agreement or its schedules may be construed as creating or constituting an employee-employer relationship, a partnership, a joint venture, a franchise, or an agency between Sustainability Television and the Corporate Member beyond what may be provided for herein.  Neither Sustainability Television nor Corporate Member may bind the other in contracts with third parties or make promises or representations on behalf of the other Parties without a signed written consent, and employees and agents of one Party are not for any purpose employees or agents of the others.  Neither Party owes the other Party or any third party any compensation for performing the actions contemplated by this Agreement, except as expressly set forth in the Agreement.  This Agreement is made for the benefit of Corporate Member and Sustainability Television only, and this Agreement is not for the benefit of, and was not created for the benefit of, any third parties.

15. Force Majeure.  The Parties will not be liable for any non-performance or delay in performance by that is due wholly or in part to fire, flood, any act of God, riot, act of war (whether or not declared), terrorism, change in law or any other cause beyond their reasonable control.

16.          Interpretation.  The Parties desire that this Agreement be construed fairly, according to their terms, in plain English, without constructive presumptions against the drafting Party, and without reference to the section headings, which are for reference only.  When used in this Agreement, the word “including” means “including, but not limited to”.

17.          Severability.  If any provision or part of a provision in this Agreement is held to be illegal, invalid, or unenforceable by a court or other decision making authority of competent jurisdiction, then such provision will be changed to accomplish the original intent of the Parties to the greatest extent possible and the validity and enforceability of all other provisions in this Agreement will not be affected or impaired.

18.          Survival.  The provisions of this Agreement relating to the preservation and enforcement of rights, including confidentiality and in the Licensed IP, shall survive the termination or expiration of this Agreement.

198.          Waiver.  Waiver of any one default will not waive subsequent defaults of the same or different kind, and no failure or delay of any Party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights.  All waivers must be in a writing signed by authorized representatives of both Parties.

20.          Construction.  The parties acknowledge that this Agreement has been the subject of full opportunity for review, negotiation and amendment and that the party who has taken the role of drafter shall not suffer any adverse construction of any terms or language of this Agreement because of such role.

21.          Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

22. Assignment and Sublicensing.  Neither Party may assign or sublicense this Agreement or any of the rights granted under this Agreement without the other Party’s prior written consent, which may be withheld without cause. 

22.          Entire Agreement, Amendments.  This Agreement (including online application) constitutes the entire agreement between the parties pertaining to the subject matter hereof.  This Agreement may be amended only by a written agreement signed by authorized representatives of both Parties, which references this Agreement.

23.          Counterparts. this Agreement may be executed online or offline in two or more counterparts, each of the offline documents will be deemed an original instrument, but all of which together will constitute one and the same agreement.  Execution of this offline copy of this agreement may be evidenced by .pdf (via email) or facsimile; however, in such offline circumstance the Parties will deliver originally executed copies of this Agreement to one another as soon as practicable following execution.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the effective date as described above.

BY CLICKING "CREATE ACCOUNT", AND BY YOUR ELECTRONIC SIGNATURE YOU AGREE TO BE BOUND BY THIS CORPORATE MEMBERSHIP AGREEMENT.

Effective Date:  June 29, 2014