These TERMS & CONDITIONS are applicable to the following member categories:

  • Certified Membership (“Member” or “Members”)

  • Allied Membership (“Member” or “Members”)

  • Sustainer Membership (“Member” or “Members”)

  • Common Cause Membership (“Member” or “Members”)

1. Scope

1.1 Payment

To support TERRA’s activities, the Member has made an investment with TERRA in the form of an online or direct payment in the amount defined by the membership level the Member qualifies for participation.

1.2 Scope of Work

TERRA will develop and implement marketing programs to advertise, promote and publicize the value of the Member. During the term of this membership, the Member may identify itself as a Member of TERRA.

1.3 No Endorsement by TERRA

Under no circumstances will TERRA be expected to endorse or promote the Member or its products or services, nor will any such endorsement or promotion be implied or construed based on TERRA’s acceptance of Member’s payment or acknowledgment or identification of the Member. The Member will not state or imply, orally or in writing, that TERRA, or its respective officers, directors, or employees, endorse the Member or its products.

1.4 Non-Exclusive Membership

Unless otherwise noted, the Member understands that TERRA may enter into similar arrangements with other companies.

1.5 Acceptance of Shipments for E-Waste Processing
(Section 1.5 applies to Certified Recycler Members that are Done with IT Sponsors ONLY)

The Member will accept deliveries of used electronics shipped up to 150 lb for processing in accordance with their e-Stewards and/or R2 certification requirements. For this service, TERRA will reimburse the Certified Recycler Member $0.25 per pound. Shipment weight will be determined though verified reporting provided to TERRA by FedEx, UPS, U.S. Postal Service (USPS), etc. Reimbursements will be paid on an ongoing basis and at a maximum frequently of once per fiscal quarter.

2. INTELLECTUAL PROPERTY

2.1 TERRA Service Marks

TERRA grants to the Member a non-transferable, non-exclusive, non-sublicensable, revocable license to use, copy, and display TERRA’s service and trademarks for the limited purposes set out in Section 1.2.

2.2 Member Service Marks

The Member grants to TERRA a non-transferable, non-exclusive, non-sublicensable, revocable license to use, copy, and display the service and trademarks for the limited purposes set out in Section 1.2.

2.3 Ownership

TERRA and the Member acknowledge that (a) they have no interest in the other party’s marks other than the license granted under these terms, (b) the other party will remain the sole and exclusive owner of all right, title, and interest in its marks, and (c) any and all goodwill in the other party’s marks will inure solely to the benefit of the other party. TERRA and the Member will comply with any reasonable trademark guidelines that the other may provide. For clarity, nothing in these terms is intended to give the Member any ownership or other rights in any TERRA property or TERRA-related property created in connection with the Membership including, without limitation, intangible property such as trademarks, event attendee lists, or mailing lists.

2.4 Non-Permitted Associations

The Member may not use TERRA Service Marks in any manner that suggests or implies endorsement of political views or religious beliefs, including, without limitation, in connection with any campaign activity for or against a political candidate or in connection with any lobbying activity.

3. RELATIONSHIP

3.1 Contact Person

TERRA and the Member will each appoint one individual to act as principal contact person and to facilitate communication. TERRA and the Member each may change its contact person at any time and will so notify the other.

3.2 Recordkeeping

TERRA and the Member will each reasonably cooperate with one another in providing information relating to its activities in connection with any financial or tax audit, or similar matter, in which the other is engaged.

3.3 Independence

TERRA and the Member are and will remain independent parties. Nothing in the membership creates an employment, joint venture, fiduciary, or similar relationship between TERRA and the Member for any purpose. Neither TERRA nor the Member has the power or authority to bind or obligate the other to a third party or commitment in any manner. Any use of the term “Member” or comparable term in any communication is solely for convenience.

3.4 Confidentiality

The Member and TERRA will use Confidential Information (as defined below) only in connection with mutually agreed upon and keep it confidential. “Confidential Information” means all information, in any form, furnished to or obtained by either party including, without limitation, client rosters, project plans, strategies, budget and other financial data. It does not include information which: (a) is or becomes generally available to the public other than as a result of a disclosure; (b) was known by the parties prior to its being furnished; (c) is or becomes available to either party on a non-confidential basis from a source other than either party; or (d) is independently developed by either party.

4. TERMINATION & RENEWAL

4.1 Termination and Renewal

The initial term of the Member commences upon the Member’s payment and TERRA's receipt of membership dues. This date will become the primary date of the membership and it shall continue for a term of 12 months. Thereafter, the membership shall continue for successive 12-month terms and the Member will be responsible for payment of Member dues unless either party gives written notice to the other at least sixty (60) days prior to the end of the then current term.

4.3 Termination for Conduct

Either TERRA or the Member may immediately terminate the membership by giving written notice to the other if it reasonably believes that the other party has engaged or is engaging in conduct, or has been alleged to have engaged in conduct, including, without limitation, conduct involving harassment or discrimination, of a nature which reflects or could reflect materially and unfavorably upon the reputation of the terminating party. Additionally, Certified Recycler Members MUST maintain e-Stewards and/or R2 certification and be in good standing to maintain their Member status. Such a termination will be effective upon delivery of the notice by the terminating party.

4.4 Effect of Termination

Upon termination of the membership, TERRA and the Member will cooperate in transition activities to minimize adverse impacts of the termination. TERRA and the Member will promptly cease use of any Member Service Marks and TERRA Service Marks, respectively. The Member will not be entitled to receive any refund of any payments made to TERRA prior to termination. Sections 2.3, 3.2 and 3.4 will survive the termination of the membership.

5. GENERAL PROVISIONS

5.1 Assignment

The Member may not assign its rights or delegate its duties to anyone else without the prior written consent of TERRA.

5.2 Governing Law

These terms will be governed by Tennessee law.

5.3 Injunctive Relief

Both parties acknowledge and agree that: (a) any breach by one party of its obligations under Section 2 will result in irreparable harm to the other party which cannot be reasonably or adequately compensated in damages; (b) the injured party will be entitled to injunctive or other equitable relief in respect of such breach or imminent breach; and (c) the injured party will have all other rights and remedies to which it is entitled, at law or in equity, with respect to breach of Section 2, and otherwise with respect to the enforcement of all rights relating to the establishment, maintenance, or protection of their intellectual property.

5.4 No Third-Party Beneficiaries

This membership is for the exclusive benefit of TERRA and the Member and not for the benefit of any third party, including, without limitation, any employee, affiliate, subcontractor, or vendor of TERRA or the Member.

5.5 Force Majeure

TERRA will be not be required to perform or be held liable for failure to perform if nonperformance is caused by labor strikes, work stoppages, war, hostilities, national emergency, acts of God, epidemics, quarantines, natural disasters, power failures, or any other causes beyond the control of TERRA. TERRA will notify and consult with the member regarding the event and how to minimize its impact, and in all cases will make reasonable efforts to address the problem and carry out its obligations.

6. ELECTRONIC SIGNATURES

6.1 Electronic Signatures

The Electronic Signatures in Global and National Commerce Act (“ESIGN Act”) became effective in the United States on October 1, 2000. Since then, online electronic signatures in both personal and commercial transactions have been granted the same legal status as a written signature. ESIGN was enacted specifically to ensure electronic signatures are given the same force and effect as a written signature. ESIGN ensures that “… contracts entered into electronically will be legally effective and valid, and that consumers who enter into contracts electronically have the same protections they have when contracting in the “brick and mortar” world.” ESIGN ensures that any agreement signed electronically will not be denied legal force, effect, validity, or enforceability solely because an electronic signature was used in its formation.