International Press Association
Membership Program – Terms and Conditions
1. APPLICATION FOR MEMBERSHIP.
You may apply for “MEMBERSHIP” in the the International Press Association Program (the “Program”) offered by International Press Association, LLC, a New Jersey limited liability corporation (“IPA”), by submitting a completed membership application. Submitting your application indicates your agreement with and acceptance of these Terms and Conditions, as may be amended from time to time by IPA in its sole discretion. IPA may amend these Terms and Conditions, at any time, by posting the amendments on IPA’s company website, www.internationalpress.com. All amendments to these Terms and Conditions shall automatically be effective upon the effective date specified in the posting or, if no effective date is specified, 30 calendar days after they are posted on www.internationalpress.com.
a. Due to security concerns and other issues, IPA retains sole rights to refuse membership for any reason. IPA also reserves the right to request proof of members identity at our sole discretion and verify information submitted on membership applications.
b. Although not required for membership, IPA will periodically review members profiles to examine content submitted and skill level and at its sole discretion to determine suitability for staff membership and publishing rights for IMPress Magazine our online publication. IPA is an organization for those with the legitimate desire to see their work published and who want to be a part of our industry. It is not an organization encouraging risky actions by members (our members are not cleared to enter security sensitive areas), or individuals looking to abuse the benefits afforded to members of the freelance or working press .
2. MEMBERSHIP STATUS.
a. Your Certification by IPA as a member; You will become an active member of the Program (“Member”) immediately upon (i) IPA’s certification of you as an Member of the Program “Membership”, and (ii) IPA’s receipt and collection of your Membership Fees. IPA’s certification may include, but is not limited to, receipt of a completed membership application from you and, if applicable, verification of any necessary requirements of any recent written or photographic works, as determined based upon the classification of your Membership. If your Membership is not approved, IPA will refund your Membership Fees.
b. Your Membership – Renewal and Right To Refuse Renewal; Your new Membership will be effective for one (1) year from the date you are approved by IPA. Your Membership will NOT be automatically renewed on an annual basis. You may renew your Membership for either one or two years by completing our renewal application at our web site and making payment at that time. In order to prevent removal of your profile and lock-out from our site, we suggest renewing at least thirty (30) days prior to the expiration date of your Membership. IPA has the right to refuse to renew your Membership for any reason. IPA reserves the right to amend the Renewal Fee(s) at any time by posting the amended Renewal Fee(s) on www.internationalpress.com.
Expired Accounts: For those members with an expired account (up to 30 days) that wish to renew and retain their current member ID number,they will have their membership renewed from their old expiration date for the length of their new renewal term. Exceptions may be made at the sole descretion of IPA and membership will commence on the date of renewal payment, regardless of past expiration dates.
If you have left your membership expire over 60 days, please complete a new member registration and we will assign a new member ID number. If you have business cards with your old member number, you will no longer be able to use these. Email accounts may be deleted and your current IPA email address may no longer be available. Do not let your membership lapse.
c. Non-Renewals and Cancelled Memberships; Failure to renew (or be renewed) memberships or cancellation of your membership forfeits your rights to use any IPA press identification materials, business cards, email account or other promotions materials to include IPA Member logos or art on web sites or in printed materials. It is understood that to do so, would be in direct violation of our Terms of Membership and could constitute fraud and or theft of service. You will no longer claim or imply membership in IPA as once you are no longer a member in good standing. IPA at its sole discretion may elect to seek legal and or other remedies against any member that violates these terms.
d. Contact IPA With Questions About Your Membership; If you have any questions regarding your Membership, you may contact IPA by visiting www.internationalpress.com or emailing or calling IPA’s Call Center listed in our Contact page on our website.
e. Additional Classifications of Membership May be Created. Additional Membership classification ranks and requirements for each Membership classification rank may be created and revised by IPA from time to time in its sole discretion.
3. MEMBERSHIP DUTIES AND OPPORTUNITIES.
a. Membership Duties. As a Member, you will be asked to (i) support IPA by promoting, generating and creating content on our website for the duration of your Membership, (ii) act according to the professional standards of the news, broadcast and media industry and IPA, (iii) deal with any and all press and public relations officers and other contacts you may make as a representative of IPA in a prompt and courteous manner, and (iv) comply with these Terms and Conditions and the guidelines contained on our website and as posted on the IPA Forum. “Guidelines”, from time to time may be amended by IPA at our sole discretion.
You acknowledge and understand that IPA has provided publishing access to our main site for our Gold and Platinum members for the sole purpose of publishing each members work on our website at:www.internationalpress.org. Members agree and allow IPA and or IMPress to publish their work on our web sites and for use in any promotions or promotional vehicles we deem appropriate to help promote IPA and its members. Any deviation from this policy, or violations of US copyright laws, will result in your Membership being placed under a probationary status and may result in termination of Membership privileges.
You further acknowledge and understand that it is a direct violation of IPA policy to alter your IPA Press Identification Card in any way. Your failure to comply with these Terms and Conditions and/or the Guidelines may subject you to immediate cancellation of your Membership, and forfeiture of any remaining time you may have in your annual membership term. Furthermore, any deviation by you of these Terms and Conditions or the Guidelines may be considered as an act or acts of fraud and IPA may seek prosecution to the fullest extent of the law. Press identification is the sole property of IPA and you are authorized to use our press identification while you are a member in good standing.
b. Membership Opportunities. Active members that have published their work on the main IPA site and have exhibited a high skill level and active participation on our sites may be asked to join our staff at IMPress magazine. This is an unpaid position created to help those that have the skills a way to increase their visibility, exposure, credibility and one that will gain them more benefits and media access. It is at the sole discretion of IPA who will be selected to join IMPress and is not a right of general membership at IPA.
As a member, you may also be eligible for special, exclusive media opportunities and discount prices available because of your affiliation with IPA. These benefits may include hotel room upgrades, attendance at concerts, sporting events, trade and consumer shows, free or discounted admission to museums, attractions and many other situations which may or may not be offered to other members of the working media. There may be other perks and benefits offered by IPA from time to time. IPA may determine eligibility for such opportunities and perks and benefits in its sole discretion. Benefits offered by IPA sponsors, corporate members and suppliers and others are discretionary privileges. As a condition of your continued Membership in the Program, IPA may, in its sole discretion, restrict and/or prohibit the type of contact you may have with selected suppliers and/or groups of suppliers in the IPA program. IPA members may not represent themselves as employees of IPA and request samples of merchandise or other valuable products or services in exchange for promotion or reviews on our websites.
c. Classification Requirements. If your Membership is currently at a classification rank that requires verification of your photographic and writing skills and productivity, you are solely responsible for timely providing the required information to IPA. Media skills and productivity requirements are based on a rolling twelve (12) month period and must be produced to IPA by you immediately upon IPA’s request. Failure to timely provide the requested information may result in a change in Membership classification and a subsequent loss of Program benefits. Specific information with regard to skills, classifications and productivity requirements will be posted on www.internationalpress.org website.
4. PUBLICATION OF WORKS ON IPA WEB SITES
a. You acknowledge and understand that it is a direct violation of IPA policy to publish or submit to our website any original works that are not your own and in publication of these works you confirm that they have not been copied or duplicated from other parties or companies copyrighted works, as defined by the U.S. Copyright Office. As such, you will retain the copyrights to your work, but once published on our website, you give IPA non-exclusive permission to publish said works on our web sites and for promotions and other purposes as deemed appropriate by IPA.
b. Because of our “hands on” editorial and technical support, as well as co-authoring and photo altering or corrective services offered to our members at no cost, we have enabled them to “Learn By Doing”. At our discretion, we may continue to display these articles photos and videos produced or written by and published by past IPA members on our websites in order to illustrate to new members how they may also achieve these levels of success. Therefore these published works on the IMPress site will be listed as “IMPress Archives” and will no longer be attributed to the original authors. In accordance with our Terms and Conditions, IPA and IMPress will determine which of these articles will remain in our archives and which will be deleted when a staff member is no longer a current IPA member. We will retain the rights to use these submissions as we see fit and in accordance with the Terms set forth by our organization. In acceptance of these “Terms” you agree to give IPA and IMPress non-exclusive rights to publish your works in accordance with these terms.
c. IPA is an open website and published works will be viewed by many individuals of all ages. Members attempted publication of any articles or photographs that might be considered meant for a mature or adult audience or of a pornographic nature is not allowed. If these works are published on our site or in your Members Profile area you might be warned or have your membership terminated immediately.
d. Members agree not to publish any articles or photographs that might be considered slanderous to any individuals or organizations. For the sake of our Terms and Conditions the following is a definition of “Slander”:
• Words falsely spoken that damage the reputation of another
• Aspersion: an abusive attack on a person’s character or good name
• Defame: charge falsely or with malicious intent; attack the good name and reputation of someone; “The journalists have defamed me!” “The article in the paper sullied my reputation”
5. PAYMENT OF AMOUNTS YOU OWE TO IPA.
a. If membership payment is made using Pay Pal with a credit card, you understand and agree that full payment is due for your membership once we have activated your IPA account and you have been given access to your Members Profile area. Free press identification kits, which are included with membership, is only sent to members that have provided us with a digital photo head shot as stipulated on our site. If you fail to provide this id photo, we are not required to produce or send your press identification kit and you will not be entitled to any refunds, full or partial, for your failure to provide said photo. Your credit card charge represents our acceptance of your membership and our activation of your account on our website only and does not include any fees for your use of our press identification materials. Use of our Press identification materials are a benefit of membership and is not a part of the annual membership fees that you have paid. All press identification is the property of IPA and given to you for your use while still an active IPA member.
6. TERMINATION, CANCELLATION OR EXPIRATION OF YOUR MEMBERSHIP.
a. Termination of Your Membership. In the event that you fail to comply with any of these Terms and Conditions or the Guidelines, IPA may immediately terminate your Membership. If your Membership is terminated by IPA for any reason, you will not be entitled to any refund of payments or Membership Fees, and any all IPA Press ID materials will be promptly returned to IPA.
b. Cancellation of Your Initial Membership. You may cancel your paid Membership within 3 days of payment by notifying IPA in writing providing the cancellation is requested prior to submission of your digital ID Photo and production of your press id kit. A full refund will be issued at that time and your membership will be cancelled. After the first 3 days of paid membership and once your press identification kit has been produced and or mailed, we cannot accept any cancellations or make any refunds of your membership payment. At your request we will remove your name and profile from our website upon written cancellation of membership.
c. Return of Materials Upon Termination, Cancellation or Expiration. Upon termination, cancellation or expiration of your Membership or optional program, product or service you must return to IPA at our request(i) all materials including the press id kit or other materials bearing any of the IPA Marks (as defined in section 7a) these are the sole property of IPA(ii) all identification credentials issued to you as a Member and/or on behalf of IPA, including, but not limited to, your IPA Membership Press Identification card and your letter of authorization with raised seal and 5”X7” Press id card would be included in this category. Any further use of IPA identification, business cards of membership logos, will constitute fraud and will be subject to legal and civil action. You are not authorized to use our membership identification or materials if you are no longer a paid and active member in our organization.
7. SELF PROMOTIONAL MATERIALS, SUPPORT AND LICENSE TO USE IPA’S MARKS.
a. IPA may (i) provide you with certain self promotional materials (“Promotional Materials”), (ii) provide you support services including, but not limited to, marketing support to aid in your efforts to market your services or skills (collectively, “Support”), and (iii) license certain of its trademarks, both registered and unregistered (collectively, the “IPA Marks”), for your limited use in your support of our industry by promoting, generating, and creating photographic and written works supporting our organization. Your right to use the Promotional Materials, support and the IPA Marks is conditioned on your compliance with the license restrictions set forth below and on your identification of your status on all written correspondence and in all verbal communications as a Member of IPA.
b. IPA Grants You a limited License to Use the IPA Marks and Banners in accordance with our membership policies. Subject to the conditions set forth in these Terms and Conditions, IPA grants you a worldwide, personal, nonexclusive, non-assignable, nontransferable limited license to use the IPA Marks solely in connection with your active Membership in the Program and solely for purposes of promoting our Program and promoting IPA products and services through IPA. IPA retains all right, title, and interest in the IPA Marks, other than the limited license rights granted in the preceding sentence.
c. Quality Standards and Rules for Your Use of the IPA Marks and/or the Marks of Any of IPA’s Sponsors or Corporate Members. You agree when creating your own marketing materials using IPA’s Marks and/or the Marks of any of IPA’s suppliers that you will submit a copy of such marketing materials to IPA for approval before distribution of said materials. Additionally, upon IPA’s request, you will provide information to IPA sufficient to identify all your uses of IPA’s Marks and/or the Marks of any of IPA’s suppliers, whether in tangible or electronic form, and will provide IPA with suitable specimens of your use of the IPA Marks and/or the Marks of any of IPA’s suppliers.You may not alter the IPA Marks or the Marks of any of IPA’s suppliers in any way, including, but not limited to, skewing, changing the color, rotating, separating logo elements, or changing typefaces. IPA may review your use of the IPA Marks and/or the Marks of any of IPA’s suppliers and periodically evaluate your compliance with IPA’s quality standards for its licensees. If your use of the IPA Marks and/or the Marks of any of IPA’s suppliers is not acceptable, you agree to remedy such deficiencies immediately as IPA may direct.
d. Quality Standards and Rules for Self Marketing and Representing IPA. You agree when creating self promotional materials using any of IPA’s logos, trademarks, products, services that you will provide IPA with a copy of such marketing materials to be reviewed and approved by IPA in its sole discretion before distribution of said materials. In no way can you produce or represent yourself as an employee of our organization. Members are not permitted to use our logo or marks for any stationary including business cards, letterheads or any other printed materials. It must be made clear that you are a freelance member of our organization and that you will not represent yourself as an employee part or full time of IPA. You may represent yourself as a freelance member of IPA and you cover select assignments for publication on our websites.
e. Website Links. IPA will consider all reciprocal or cross links to the IPA website provided the linked site is a valid IPA member site and meets with our criteria for design and content. Members seeking cross promotion or link opportunities should contact us for help setting up proper cross links.
f. Errors and Omissions Insurance. As an Independent photographer or journalist with IPA, you may be required by law to carry individual Liability Insurance. This coverage is likely required if, in the course of your media assignments. IPA reserves the right to pursue any and all means necessary to obtain reimbursement for financial liability incurred by IPA as a result of your actions, errors, omissions, negligence, slander or willful acts.
g. Quality Standards and Rules for Your Preparation of Promotional Materials. Quotes from other Members and your participation and/or photographs in or from IPA activities, including but not limited to, teleconferences, seminars, promotions, conventions, and web site programs, may only be incorporated in marketing materials authorized by IPA in advance in writing. You understand and acknowledge that IPA retains all rights, title, and interest in and to the Promotional Materials and all documentation or information IPA may provide to you in connection with you being an Member.
h. Quality Standards and Rules for the CAN-SPAM Act of 2003. The Senate and House of Representatives of the United States of America in Congress assembled, and have implemented an Act known as the ‘‘CANSPAM Act of 2003.’’ The purpose of this Act is to provide recipients means of protection against unsolicited commercial electronic mail. The receipt of unsolicited commercial electronic mail may result in costs to recipients who cannot refuse to accept such mail and who incur costs for the storage of such mail, or for the time spent assessing, reviewing, and discarding such mail, or for both. Pursuant to the “CAN-SPAM Act of 2003”, when engaging in electronic mail marketing of your or IPA services, you agree that all commercial electronic mail sent by you as an Member of IPA shall include: (i) a full physical address of IPA, (ii) a valid telephone contact number for yourself or Global media International, (iii) a valid return email address so that the recipient can easily communicate with you, and (iv) a header or subject line that is not false or misleading in any way. In addition, you acknowledge and agree that any request to remove the recipient’s email address must be honored within ten (10) days of the date you receive the request. Any electronic mail campaign should be submitted to [email protected] electronic mail address prior to being delivered to any clients or prospects for approval by IPA.
i. Anti-Spam. IPA requires its Members to comply with its no-tolerance anti-spam policy. You agree that if IPA believes you are transmitting any duplicative or unsolicited email messages without the recipient’s prior request or consent, IPA has the right to disable your membership/website, and can do so with no further notice. Moreover, you agree to comply with the CAN-SPAM Act of 2003, as may be amended.
8. CONFIDENTIALITY AGREEMENT.
The knowledge and experience that you as an Member have acquired, or may acquire, while a Member of the Program is of a special, unique, and extraordinary character and his/her Membership places him/her in a position of a confidence and trust with the other members of the media, members, subscribers, contacts, account executives, investors, accounts, associates and employees of the Company and allows him/her access to Confidential Information (as defined herein), which access he/she would not have but for his/her relationship with IPA.
a. Definition of “Confidential Information.” For purposes of these Terms and Conditions, the term “Confidential Information” shall mean all of the following materials and information which you as an Member receives, conceives or develops or has received, conceived or developed, in whole or in part, in connection with your Membership with IPA: (i) the contents of the Guidelines, www.internationalpress.com, any manuals or other written materials of IPA or any of its subsidiaries or affiliates; (ii) the names and information relating to customers and members, and prospective customers and members, of IPA and/or persons, firms, corporations or other entities with whom the you have contact with on behalf of IPA or to whom any other Member of IPA has provided goods or services at any time; (iii) the terms of various agreements between IPA and any third parties, including without limitation, the terms of customer agreements, supplier agreements, and the like; (iv) any data or database, lists, or other information compiled by IPA, including, but not limited to, customer lists, customer information, information concerning IPA, or any business in which IPA is engaged or contemplates becoming engaged, any company that IPA engages in business, any customer, prospective customer or other person, firm or corporation to whom or which IPA has provided goods or services or to whom or which any Member of IPA has provided goods or services on behalf of IPA, or any compilation, analysis, evaluation or report concerning or deriving from any data or database, or any other information; (v) all policies, procedures, strategies and techniques regarding the services performed by IPA, products offered by IPA, training, marketing and sales of IPA, either oral or written, and assorted lists containing information pertaining to customers and prospective customers; and (vi) any other information, data, know how or knowledge of a confidential or proprietary nature observed, received, conceived or developed by you in connection with your Membership with IPA.
b. Treatment of Confidential Information. You shall not use or disclose any of the Confidential Information other than as necessary within the scope your duties as an Member. You shall take all steps reasonably necessary and/or requested by IPA to ensure that the Confidential Information is kept confidential. You shall comply with all applicable policies, procedures and practices that IPA may establish from time to time with regard to the treatment of the Confidential Information.
9. YOUR WARRANTIES AND INDEMNITY.
a. Your Warranties to IPA. You warrant and represent that: (i) you will abide by all federal, state, county and local laws, rules and regulations pertaining to performance of your duties as an Member; (ii) you have obtained, or will obtain prior to engaging in any activities as an Member, any business or other permits required by law or public authority relating to the operation as a IPA Member; (iii) all information provided as part of your enrollment application to become an Member is current, complete and correct; (iv) you are at least eighteen (18) years of age; (v) you will notify of IPA of any change of information (including credit card information) as soon as practicable after such change and (vi) you have not become an Member solely to obtain benefits that may be offered by media and suppliers to the news and media community or to IPA Members.
b. IPA Not Liable for Your Expenses. IPA will not be liable to you for any expenses incurred by you in performing your duties as an Member.
c. You Indemnify the IPA. You shall indemnify and hold IPA and IPA’s employees, contractors, officers, directors, shareholders, Members and/or affiliates (collectively, the “IPA Group”) harmless from and against any and all claims suffered by any of the IPA Group arising out of or in respect of (i) any violation of law by you, (ii) fraud, misrepresentation, willful misconduct or gross negligence on the part of you, (iii) any violation of these Terms and Conditions or the Guidelines by you, (iv) any costs, fees, expenses, liabilities or penalties associated with any withholding taxes, FICA taxes, federal unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained in connection with any payments made to you by IPA, (v) your performance of your duties as an Member or as a Member of the Program, (vi) your failure to comply with IPA’s policies relating to the National Do Not Call Registry, or (vii) your failure to comply with the CAN-SPAM Act of 2003, as may be amended.
10. IPA’S COLLECTION OF INFORMATION AND PRIVACY OF YOUR INFORMATION.
IPA is committed to protecting your privacy. IPA uses the information it collects about you to process orders and to provide better service. When you join IPA we may need to know your name, email address, mailing address, phone number. This allows IPA to process and fulfill your membership and create your Press ID kit. You may elect to unsubscribe to any of IPA’s electronic notification services at any time by notifying IPA in writing. You agree to allow IPA up to thirty (30) business days from the date the notification was received by IPA for the change to take effect in IPA’s system. IPA personalizes your experience online by using your contact with IPA’s website’s to shape IPA’s recommendations about IPA content that might be of interest to you. IPA also monitors customer traffic patterns and website usage to help it develop the design and layout of the site. IPA may also use the information it collects to occasionally notify you about important changes to its services, new services and special offers. At times IPA may choose to sell, trade, or rent your personal information to others and you may receive advertisements and/or promotional offers from those parties. If you would rather not receive information from IPA or do not want IPA to disclose your information to unrelated third parties, please send IPA an email notification at [email protected] or in writing to IPA. You agree to allow IPA up to thirty (30) days for the change to take effect in IPA’s system. The change will not have been deemed to take effect until you receive a written confirmation of the change from IPA.
11. DISCLAIMER OF WARRANTY.
In the event that any media product or service provided by a third party supplier is unsatisfactory to you, you will look solely to the provider of the product or service for rectification. All warranties, expressed or implied, related to media products provided by a third party supplier are the responsibility of the third party supplier. IPA DOES NOT MAKE ANY REPRESENTATIONS AS TO THE QUANTITY OR QUALITY OF SPECIAL MEDIA OPPORTUNITIES, DISCOUNTS OR OTHER BENEFITS THAT MAY BE OFFERED BY IPA. YOU UNDERSTAND AND AGREE THAT, AS PART OF THE OVERALL PRICE PAID FOR YOUR MEMBERSHIP, IPA MAY PROVIDE THE IPA MARKS, PRESS ID MATERIALS, MEMBERS PROFILE AREA, SUPPORT AND THE PROGRAM “AS-IS” AND WITHOUT WARRANTY OF ANY KIND OTHER THAN AS EXPRESSED AND SET FORTH IN THESE TERMS AND CONDITIONS. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED BY IPA, THE IPA MARKS, PROMOTIONAL MATERIALS, SUPPORT AND THE PROGRAM, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, BY IPA, ITS MemberS, REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS.
12. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS AND CONDITIONS, IN NO EVENT WILL IPA OR ITS AFFILIATES, PRINCIPALS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, MEMBERS, REPRESENTATIVES, CONTRACTORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST DATA, DELAYS, LOST PROFITS, LOSS OF REVENUE OR ANY OTHER ECONOMIC LOSS, COST OR EXPENSE ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EVEN IF IPA OR ITS AFFILIATES, PRINCIPALS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, MEMBERS, REPRESENTATIVES, CONTRACTORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL IPA BE LIABLE FOR ANY TYPE OF LOSS TO YOU CAUSED BY AN EVENT BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO, GOVERNMENT RESTRICTIONS, NATURAL DISASTERS, TERRORIST ACTS, WARS, RIOTS, STRIKES, AND OTHER ACTS OF GOD. IN NO EVENT WILL IPA’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEED THE LESSER OF IPA’S REVENUES RECEIVED DIRECTLY FROM YOU UNDER THESE TERMS AND CONDITIONS IN THE SIX (6) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES OR FIVE HUNDRED DOLLARS ($500). IN NO EVENT WILL YOU BRING ANY ACTION AGAINST IPA MORE THAN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ARISES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
a. You are an Independent Contractor of IPA. These Terms and Conditions do not constitute the sale of a franchise or distributorship to you and are intended to create an independent contractor relationship between you and IPA, and shall be interpreted to effectuate such intent. Nothing contained in these Terms and Conditions shall be construed to create a joint venture, partnership, association, or other affiliation or like relationship between you and IPA. You shall be solely responsible for determining the means and methods for performing your duties. You shall not represent that you are an employee or affiliate of IPA, and shall at all times represent yourself as an independent contractor and member of IPA. You shall not under any circumstances be deemed to be an employee or affiliate of IPA for any purposes, including federal tax purposes.
b. All Disputes Shall be Settled by Arbitration. In the event of a dispute between you and IPA, you and IPA agree that a prompt and fair resolution, without the time and expense of formal court proceedings, would be in both parties’ mutual interests. All disputes shall be submitted to final and binding arbitration to be conducted in Monmouth County, New Jersey, or a location closest to Monmouth County, New Jersey if no such location for the chosen arbitration body exists there. MANDATORY ARBITRATION REPLACES THE RIGHT OF EITHER PARTY TO GO TO COURT AND DEMAND A JURY TRIAL. The party filing the arbitration must choose one of the following three arbitration firms and follow its rules and procedures for initiating and pursuing an arbitration:
•American Arbitration Association, 335 Madison Avenue, Floor 10, New York, NY 100174605 (phone: 8007787879) (http://www.adr.org)
•National Arbitration Forum, P.O. Box 50191, Minneapolis, MN 554050191 (phone: 8004742371) (http://www.arbforum.com)
In the event that the selected firm cannot administer the arbitration, the party filing the arbitration will select another of the firms. Each party will bear its own expenses, and the parties will share equally the filing and other fees of the arbitration firm and the expenses of the arbitrator, except that the arbitrator will be entitled to award a different allocation of costs and fees where the arbitrator determines that a filed claim is frivolous. The arbitrator will not have the power to award punitive damages or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Any award in arbitration initiated under this clause will be limited to monetary damages and will include no injunction or direction to any party other than the direction to pay a monetary amount, except as required by statute or to comply with the terms of the contract. Any award rendered by the arbitrator will be final and binding upon each of the parties, and judgment thereon may be entered in any court having jurisdiction thereof. The Federal Arbitration Act will govern the interpretation and enforcement of this section. During the pendency of such arbitration and until final judgment thereon has been entered, these Terms and Conditions will remain in full force and effect unless otherwise terminated as provided hereunder. If a provision of this clause is held to be invalid, the remainder of the clause will remain in full force and effect, and, to this end, the provisions of this clause are severable.
c. Waiver. The waiver by any party of a breach of any provision of these Terms and Conditions shall not operate as a waiver of a breach of any other provision of these Terms and Conditions by any party.
d. Credit Reports. You authorize IPA to report IPA’s credit experience with you to others solely for: (i) periodic review of your independent contractor activity; and (ii) collection purposes.
e. Call Monitoring and Recording. You understand that IPA may monitor, tape and or record any conversation that may occur between us. However, IPA is not obligated to do so and it may choose not to do so.
f. Notices. All notices, requests, consents, and other communications required or permitted pursuant to these Terms and Conditions shall be in writing, including electronic transmission, and shall be, as elected by the person giving such notice, hand delivered by messenger or courier service, or mailed via regular mail, postage prepaid, and addressed to IPA at its principal offices as set forth on www.internationalpress.org, and if to you, to the most recent address on record with IPA. Each such communication shall be deemed delivered on the date delivered if by personal delivery, messenger or courier service, or five (5) days from the postmark on such communication.
g. Assignment of Rights and Obligations Under These Terms and Conditions. IPA may assign its rights and obligations pursuant to these Terms and Conditions without prior notice. You may not assign your Membership, your duties as a IPA Member, or your rights or obligations pursuant to these Terms and Conditions.
h. Severability. If any term, condition or provision of these Terms and Conditions or the application thereof to any party or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of these Terms and Conditions shall not be affected thereby. In each other term, condition and provision of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by law.
i. Certain Provisions Survive Termination, Cancellation or Expiration of Your Membership. All covenants, agreements, representations and warranties made in these Terms and Conditions shall survive the termination, cancellation or expiration of your Membership.
j. The Headings Are for Convenience of Reference Only. The headings contained in these Terms and Conditions are for convenience of reference only, are not to be considered a part of these Terms and Conditions and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms and Conditions.
k. New Jersey Law Governs These Terms and Conditions. These Terms and Conditions and all transactions contemplated by these Terms and Conditions shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New Jersey, without regard to principles of conflicts of laws.
l. These Terms and Conditions Are Our Entire Agreement. These Terms and Conditions, subject to amendment from time to time, represent the entire understanding and agreement between you and IPA with respect to the subject matter of the same, and supersede all other negotiations, understandings and representations (if any) made by and between you and IPA. These Terms and Conditions shall not be construed more strongly against IPA despite IPA’s responsibility for its preparation.
Any questions regarding our Terms of Membership please contact our support team.