ASAP Membership Agreement

By clicking “Agree” you are entering into the American Society of Adaptation Professionals (“ASAP”) Membership Agreement (this “Agreement”) to become an ASAP member (“Member”).  A Member is a registered user of adaptationprofessionals.org (the “Website”), who has agreed to our terms and conditions and has paid member dues.  By becoming a Member, you will be subject to the following terms and conditions. If you do not agree to these terms and conditions, do NOT click “Agree.” However, only Members are granted access to the Member’s only portions of the Website.

ASAP is organized as a tax-exempt non-profit corporation under the laws of the State of Texas; ASAP’s primary work is fostering and encouraging climate resilient, adaptive communities across the country through educating the public and bringing together climate adaptation professionals and scholars to develop and implement climate resilient adaptation practices.

  1. ASAP Membership

1.1 Term and Benefits

ASAP membership entitles you to full and complete access to the Member’s only portions of the Website. ASAP membership also entitles you to any and all additional Member benefits that ASAP may develop for your membership level in the future.

Your ASAP membership will be assumed to continue for life provided that you continue to comply with the requirements for Membership Eligibility discussed below.

1.2 ASAP Membership Eligibility

Payment of dues: You agree to pay dues on an annual basis. The Board of Directors will set the amount of Member dues to be paid. The Board of Directors may change the amount of Member dues without notice.

Refunding of dues. Except as described in this agreement, or in unique situations with the specific approval of the Board of Directors, ASAP will not refund membership dues.

Membership account: You agree to have and use only one ASAP account, which must be in your real name.

Agreement to terms and conditions: You will follow the law, expectations enumerated below, the procedures set forth in the Bylaws and Certificate of Formation, and any other terms or conditions of membership set forth by the Board of Directors.

Agreement to and Ratification of Governing Documents: You agree to and ratify the governing documents of ASAP including the Bylaws and Certificate of Formation.  You agree to be bound by the provisions of these governing documents and to abide by the rules and procedures set forth in those documents.

Consent to non-physical membership meetings: ASAP will hold annual membership meetings and on occasion special membership meetings.  By agreeing to the terms of this Agreement, you consent to holding all membership meetings via non-physical methods.  Potential methods for conducting annual membership meetings include but are not limited to telephone or similar communication equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet or any other technology that allows for concurrent communication.

  1. Permission for Use

2.1 Limited License. As between you and ASAP, you own content and information that you submit or post on the Website.  You agree to grant ASAP and our affiliates the following non-exclusive license: A worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through the Website, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

  • You can end this license for specific content by deleting such content from the Website, or generally by closing your account, except (a) to the extent you shared it with others and they copied or stored it and (b) for the reasonable time it takes to remove from backup and other systems.
  • Members and/or visitors may access and share your content and information, consistent with your settings and degree of connection with them.
  • While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.
  • Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others.

2.2 ASAP’s Rights. ASAP holds the exclusive right to decide what content is and is not appropriate.  Any content deemed inappropriate by ASAP may be removed from the Website without notice. Posting inappropriate content to the Website may result in disciplinary action, including revocation of membership.

In addition, ASAP may track how you use the Website, interact with other Members, interact with content, share or develop information, and all the information and data entered into your Member profile.

  1. Expectations

In order to use the Website and in exchange for the benefits of membership, ASAP expects all members to abide by the following conditions and expectations:

  • You agree be courteous and respectful on the Website and with other Members. Courteous and respectful interaction includes refraining from using defamatory, racist, sexist, or inflammatory rhetoric on the Website, in meetings, in conference calls, or in person.
  • ASAP is an equal opportunity society that does not discriminate based on race, creed, sexual orientation, or other characteristics. ASAP focuses on building an open, inclusive, and supportive environment. ASAP expects that the behavior and action of all Members conform to those expectations and beliefs.
  • You certify that you accurately and truthfully represent yourself, an actual person, in all your interactions with ASAP and the Website. In no instance will you pretend to be or impersonate another person.
  • You agree to only provide content or information if it does not violate the law or anyone’s rights.
  • You agree that your profile information will be truthful.
  • You agree be entitled to one Member profile at any given time.
  1. Termination of Agreement and Member’s Rights by ASAP

If a Member is found to not be complying with the expectations of Members described above or any other aspect of this Agreement, ASAP will do the following:

  • give the Member a warning and ask the Member to correct his or her behavior; and
  • if the Member does not correct the behavior or items within a reasonable period of time, the membership of the offending Member will be terminated and any remaining/unused Member dues will not be refunded.

In unusual or severe circumstances, the Executive Director and/or the Board of Directors reserves the right to immediately suspend ASAP membership and remove content from the Website prior to completing a thorough review of the case and without notice to the Member.

  1. ASAP Content and Intellectual Property Rights

 5.1 The Website contains copyrighted material, trademarks and other proprietary information including text, software, photos, video, graphics, music and sound (“Content”), which ASAP or other individuals or entities may own. You may use the Website and the Content offered on the Website only for your own, non-commercial purposes, unless otherwise specifically permitted by ASAP. You may not modify, publish, transmit, display, participate in the transfer or sale of, create derivative works, or in any way exploit the Content of the Website or any portion of them, unless otherwise specifically permitted by ASAP. You may use Content offered for downloading, subject to the rules that accompany that particular Content.

5.2 You acknowledge that you do not acquire any ownership rights by downloading any copyrighted Content from the Website. Without our prior written consent, you may not: (i) use any data or password mining, robots, or similar data gathering and extraction tools on the Content; (ii) frame any portion of the Website or Content; or (iii) reproduce, reprint, copy, store, publicly display, broadcast, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the Content, unless the Website specifically permit such actions for the Content at issue. You may not circumvent any mechanisms included in the Content for preventing the unauthorized reproduction, distribution, or republication of the Content.

  1. Change to the Terms of Use

We reserve the right to change the terms and conditions of this membership agreement and will provide you notice if we do and we agree that changes will not be retroactive. If you don’t agree to these changes, you must terminate your membership and will receive a prorated refund of your membership dues.

  1. Disclaimer and Limit of Liability

7.1 No Warranty

TO THE EXTENT ALLOWED UNDER LAW, ASAP (A) DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DOES NOT GUARANTEE THAT THE MEMBERSHIP WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDES CONTENT (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

NEITHER ASAP NOR ANY PERSON ASSOCIATED WITH ASAP MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE ASAP NOR ANYONE ASSOCIATED WITH THE ASAP REPRESENTS OR WARRANTS THAT THE MEMBERSHIP, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MEMBERSHIP WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

7.2 Exclusion of Liability

IN NO EVENT WILL ASAP, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE MEMBERSHIP, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

       8.  Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless the ASAP, all officials, agents, affiliates and employees of from and against any and all financial loss, claim, suit, action, damage, or expense, including but not limited to reasonable attorney fees, attributable for bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting there from (“Claims”), liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising out of or relating to the Member’s negligent acts, errors or omissions in connection with the membership. Your obligation to indemnify, and hold harmless includes any Claim by agents, employees, representatives, or any subcontractor to its employees.

  1. Dispute Resolution

You and ASAP agree that, in the event a dispute arises out of this Agreement, you or ASAP will submit this dispute to mediation, as described in Section 154.023 of the Texas Civil Practice and Remedies Code. Each party will be responsible for 50% of the costs of mediation.

10. Entire Agreement

This agreement constitutes the sole and entire agreement between you and ASAP with respect to the membership and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the membership.

11.  Survival

In the event this Agreement terminates between you and ASAP for any reason, sections 2, 5, 7, 8, 9, and 10 will survive and continue to be in effect.