TERRA Membership Terms & Conditions
These Terms & Conditions apply to the following membership categories:
Certified
Allied
Sustainer
Common Cause
1. Scope
1.1 Payment
The Member agrees to invest in TERRA through an online or direct payment based on the membership level for which they qualify.
1.2 Scope of Work
TERRA will develop and implement marketing programs to promote the Member. During the membership term, the Member may identify itself as a TERRA Member.
1.3 No Endorsement
TERRA does not endorse or promote the Member, its products, or services. The Member shall not imply or state otherwise.
1.4 Non-Exclusive Membership
TERRA may enter into similar agreements with other companies.
1.5 E-Waste Processing (Certified Recycler Members Only)
Certified Members participating as Done with IT Sponsors must accept used electronics shipments (up to 150 lbs.) for processing in compliance with e-Stewards and/or R2 certification. TERRA will reimburse $0.25 per pound, based on verified weight reports from FedEx, UPS, USPS, or similar carriers. Payments will be made quarterly.
2. Intellectual Property
2.1 TERRA Service Marks
TERRA grants the Member a non-exclusive, non-transferable, revocable license to use TERRA’s trademarks for the purposes outlined in Section 1.2.
2.2 Member Service Marks
The Member grants TERRA a non-exclusive, non-transferable, revocable license to use the Member’s trademarks for the purposes outlined in Section 1.2.
2.3 Ownership
Each party retains ownership of its respective trademarks. Any goodwill from trademark use benefits the respective owner. This agreement does not grant ownership rights in any TERRA property, including trademarks, event attendee lists, or mailing lists.
2.4 Restrictions
The Member may not use TERRA’s trademarks in connection with political or religious endorsements, lobbying, or campaign activities.
3. Relationship
3.1 Contact Person
Each party will designate a principal contact for communication.
3.2 Recordkeeping
Both parties will reasonably cooperate in providing information for financial or tax audits.
3.3 Independence
The Member and TERRA remain independent entities. This agreement does not create an employment, joint venture, or fiduciary relationship. Neither party may bind the other.
3.4 Confidentiality
Both parties agree to keep confidential all non-public information exchanged, except for information that: (a) becomes public through no fault of the receiving party;
(b) was known before disclosure;
(c) is obtained from a third party without obligation of confidentiality; or
(d) is independently developed without reliance on confidential information.
4. Termination & Renewal
4.1 Term & Renewal
Membership begins upon payment and remains valid for 12 months, renewing automatically unless either party provides 60 days’ written notice before the renewal date.
4.2 Termination for Conduct
Either party may terminate this agreement immediately upon written notice if the other engages in conduct (including harassment or discrimination) that could harm the terminating party’s reputation. Certified Recycler Members must maintain e-Stewards and/or R2 certification to retain membership.
4.3 Effect of Termination
Upon termination, both parties will cease using each other’s trademarks. No refunds will be issued. Sections 2.3, 3.2, and 3.4 survive termination.
5. General Provisions
5.1 Assignment
The Member may not transfer rights or delegate duties without TERRA’s written consent.
5.2 Governing Law
This agreement is governed by the laws of Tennessee.
5.3 Injunctive Relief
Breach of Section 2 (Intellectual Property) may cause irreparable harm, entitling the injured party to injunctive relief in addition to other legal remedies.
5.4 No Third-Party Beneficiaries
This agreement benefits only TERRA and the Member, not any third parties.
5.5 Force Majeure
TERRA is not liable for failure to perform due to events beyond its control, including labor strikes, war, natural disasters, power failures, or pandemics. TERRA will make reasonable efforts to mitigate disruptions.
6. Electronic Signatures
6.1 Legality
This agreement complies with the U.S. ESIGN Act, granting electronic signatures the same legal effect as handwritten signatures.