The HAPS Alliance aims to accelerate the commercial adoption of HAPS technologies and build a robust HAPS ecosystem. Our members, from telecommunications, technology, aviation, and aerospace industries around the globe, are critical contributors in our efforts to eliminate the digital divide and bring connectivity to more people, places, and things worldwide. We look forward to working with our Supporter members, as fellow enthusiasts in the HAPS Alliance community, who offer keen insights as we advocate the advantages of HAPS technology and services and promote the work of the Alliance.
This HAPS Alliance Supporter-Level Membership Agreement (this "Supporter Member Agreement") is entered into by and between High Altitude Platform Station Alliance Inc. ("HAPS Alliance") and the entity identified above ("Supporter Member") is effective as of the date confirmed in writing by HAPS Alliance (the "Effective Date"). This Supporter Member Agreement also includes the terms and conditions of the following documents, as may be amended or supplemented by HAPS Alliance from time to time in accordance with the Bylaws, and all of which are incorporated herein by reference (collectively, the "Organizational Documents", which are available for review upon request to HAPS Alliance or on the HAPS Alliance website at www.hapsalliance.org):
- the Bylaws of HAPS Alliance Inc. (the "Bylaws");
- the HAPS Alliance Certificate of Incorporation;
- the HAPS Alliance Antitrust Policy Statement;
- the HAPS Alliance Operating Procedures; and
- any other policies and procedures that the Executive Board of the HAPS Alliance adopts that are applicable to Member's status as a Supporter Member in the HAPS Alliance.
Capitalized terms not otherwise defined herein shall have the meaning provided in the Organizational Documents.
In addition, Applicant Company hereby agrees to the following terms and conditions.
- Supporter Level Membership. Supporter Member i) shall not be charged a membership fee for this Supporter-level membership, ii) shall have no voting rights in HAPS Alliance as a Supporter-level member, and iii) shall not be entitled to participate in or attend any Working Group meetings or functions.
- Term and Termination. The term of this Supporter Member Agreement shall commence on the Effective Date, and shall continue for one (1) year, automatically renewing for subsequent one (1) year periods. Either party may terminate this Supporter Member Agreement with thirty (30) days written notice to the other party.
- Confidentiality. The disclosure, handling, and treatment of confidential information in the activities of HAPS Alliance shall be as provided in the Organizational Documents, as may be amended or restated from time to time.
- Name and Logo. Supporter Member hereby grants to HAPS Alliance the right to reproduce, use, and display Supporter Member's company name and logo on the HAPS Alliance website and in press or other public collateral solely regarding Supporter Member's membership in HAPS Alliance and for no other purpose, including not for use in a manner which would state, imply, or suggest an endorsement of any particular HAPS Alliance action or position, without Supporter Member's prior approval in writing; provided that, HAPS Alliance will make reasonable efforts to use and display logo of Supporter Member pursuant to logo guidelines of Supporter Member which are provided to HAPS Alliance in writing, or pursuant to requests provided in writing by Supporter Member. Supporter Member shall provide HAPS Alliance with suitable logo artwork within thirty (30) days of the Effective Date.
HAPS Alliance hereby grants to Supporter Member the right to reproduce, use, and display HAPS Alliance's name and logo on Supporter Member's website and in press or other public collateral solely regarding Supporter Member's membership in HAPS Alliance and for no other purpose without HAPS Alliance's prior approval in writing; provided that, Supporter Member will make reasonable efforts to use and display logo of HAPS Alliance pursuant to logo guidelines of HAPS Alliance which are provided to Supporter Member in writing, or pursuant to requests provided in writing by HAPS Alliance. HAPS Alliance shall provide Supporter Member with suitable logo artwork within thirty (30) days of a written request by Member.
- Dispute Resolution. Any claim or dispute arising from or relating to this Supporter Member Agreement (a "Dispute") shall be governed by the internal substantive laws of the State of New York, without regard to principles of conflict of laws. Any Dispute shall be finally settled in the state or federal courts of New York, New York, and the parties hereby consent to the jurisdiction of such courts.
- Limitation of Liability. Neither party shall be liable to the other for any indirect, punitive, exemplary, multiple, or similar damages with respect to any Dispute.
- General. This Supporter Member Agreement, including the Organizational Documents, represents the entire agreement of the parties regarding Supporter Member's membership at the Supporter level in HAPS Alliance. This Supporter Member Agreement may not be modified except by written agreement of the parties. If any provision of this Supporter Member Agreement is found by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect. This Supporter Member Agreement is between Supporter Member and HAPS Alliance and is not intended to give rise to third-party beneficiary rights to any other party, including to other members of HAPS Alliance. Supporter Member shall be fully responsible for the conduct of its affiliates, employees, agents, and other representatives under this Supporter Member Agreement as if such conduct were Supporter Member's own.
By submitting this completed Supporter Member Agreement to HAPS Alliance, the individual submitting this Supporter Member Agreement on behalf of a corporate entity (such as an employer or owned company) represents and warrants that such individual has all requisite signing authority for and on behalf of such corporate entity to seek membership in HAPS Alliance and execute this Supporter Member Agreement.