This Membership Agreement contains the complete terms and conditions that apply to a membership ("Membership") in Fractured Atlas, Inc., a New York corporation organized as a non-profit corporation to support artists and arts organizations ("Fractured Atlas"). By submitting a Membership Application, each member ("Member") accepts the following terms and conditions:
Benefits/Services: Fractured Atlas provides its Members with access to certain benefits and services, a current list of which can be found at Fractured Atlas's web site. Fractured Atlas tries to make sure that list remains current and accurate, but makes no guarantee that any particular benefit will be available to or usable by any particular Member at any particular time.
Term and Termination: This Agreement will begin on the date Fractured Atlas accepts a Membership Application and end one year later (the "Initial Term"), unless terminated earlier as set forth herein. Fractured Atlas is not obligated to accept any Membership Application. At the end of the Initial Term, this Agreement will automatically renew for successive one-year terms (each a "Renewal Term," and together with the Initial Term, the "Term"), unless either (a) either party gives written notice of termination or (b) the Member logs into the Fractured Atlas web site and formally requests termination using the form provided. This Agreement may be terminated by Fractured Atlas for any reason by written notice, without refund of any portion of any membership dues or fees. Upon termination of this Agreement, Member may no longer be eligible to receive any of the Benefits.
Dues/Fees: Some levels of membership require the regular payment of dues to remain active. A current list of those levels and the corresponding fees is maintained at www.fracturedatlas.org. Dues are paid monthly by credit card.
All payments shall be made in U.S. dollars (US$), and shall be made without deductions based on any sales, use, value-added or other taxes or withholdings. The Membership Fees/Dues listed do not include any taxes of any kind. Fractured Atlas may, in its sole discretion, modify the schedule or amount of Membership dues by posting an update at www.fracturedatlas.org of any such change prior to the date on which such change becomes effective. Membership dues are not tax deductible.
Disclaimer: Except as expressly set forth in this Agreement, Fractured Atlas provides the Benefits on an as is, as available basis, makes no representations and warranties, express or implied, regarding the Benefits, and hereby specifically disclaims any and all such representations and warranties.
Liability: Fractured Atlas shall not be liable for indirect, incidental, consequential, special or exemplary damages arising from the Benefits, any breach of this Agreement or any provision of this Agreement. The liability of Fractured Atlas for any claims arising in connection with this Agreement will not exceed the amount of the Membership Fees/Dues paid by a Member to Fractured Atlas in the year in which the event giving rise to the liability occurs.
Notice: Any notice under this Agreement will be sent in writing to Fractured Atlas at 248 W. 35th Street, 10th Floor, New York, NY 10001, or email@example.com, and to Member at a mailing address or email address provided by the Member. Such notice will be deemed delivered (i) on the delivery date if delivered personally or sent by email, (ii) one business day after deposit with a commercial overnight carrier with written verification of receipt, or (iii) five (5) business days after the mailing date, whether or not actually received, if sent by U.S. mail, postage prepaid and return receipt requested.
Force majeure: Neither party will be considered in breach of this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome by the exercise of reasonable diligence.
Assignment: Fractured Atlas, but not Member, may assign this Agreement and/or any right, interest or benefit hereunder.
Applicable Law: This Agreement and the legal relations between Fractured Atlas and Member will be governed by and construed in accordance with the substantive laws of the State of New York, without giving effect to the principles of conflict of laws thereof.