These General Terms and Conditions of Membership (“Terms and Conditions” or “Agreement”) is a legal agreement between you/your organization (“you” or “your”), and the Archery Trade Association, Inc., a not-for-profit 501(c)(6) corporation (the “ATA”) which sets forth the terms and conditions of membership. You understand that the rights of membership, including the right to identify as a member of the ATA, begin only when you have been notified that your application for membership has been accepted, and are subject at all times to your compliance with this Agreement.
ATA membership is open to corporations, partnerships and other entities that are (1) employers with a minimum of one full-time, active, permanent employee at all times, involved in the manufacture, distribution, and sale of archery, bowhunting, and/or bowfishing products or services and/or outdoor products or services (collectively, “Product” or “Products”), (2) in the business of providing support services to such employers, and (3) media companies involved in the production, broadcasting and/or distribution of information about archery, bowhunting, and/or bowfishing. Products include all items that are attached to a bow or an arrow, any products used to shoot a bow and arrow, and all accessories used by archers, bowhunters, hunters, fishermen or for general outdoor use. By way of further definition, a bow is considered a Product if it uses a limb and string system to propel an arrow. Any bow that does not meet this definition is not considered a Product, and may not be displayed or advertised in any way at the ATA Trade Show.
Corporations, partnerships and other entities that operate separate subsidiaries or that have affiliates, utilize multiple brand names, and/or service separate Product categories may join the ATA as separate members, but must pay dues for each separate member. Each member corporation, partnership or other entity will have all membership rights applicable to its class with the exception that only one representative of a group of related members with common ownership and/or control may be elected to the ATA Board of Directors at any time.
Membership Classes are defined in the bylaws for the ATA (the “ATA Bylaws”). The ATA Bylaws may be amended from time to time. The current version of the ATA Bylaws is published here.
Membership dues (“Annual Dues”) for each Membership Class are established by the ATA from time to time. Current Annual Dues are published here.
Annual Dues are deductible as an ordinary and necessary business expense and are not deductible as charitable contributions.
Annual Dues are based on a fiscal year of April 1 – March 31 (“Membership Year”) and are not pro-rated. If you join mid-year you must pay Annual Dues for the entire Membership Year.
The term of this Agreement shall begin on the date the ATA sends you notification that your application for membership has been accepted by the ATA and shall end on the date of termination, expiration, or cancellation of your membership in the ATA, or upon any earlier termination of this Agreement by the ATA (“Term”).
Unless terminated as provided herein, this Agreement shall remain in full force and effect, renewing annually, at the beginning of each fiscal year of the ATA’s acceptance of Your application for membership. You shall be obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination, expiration or cancellation.
Termination for Cause. The ATA shall have the right, in its complete and sole discretion, to terminate this Agreement or suspend your Membership upon breach of any provision of this Agreement. You shall be obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination.
Termination for Convenience. The ATA shall have the right, in its complete and sole discretion, to terminate the Agreement for convenience five days after providing written notice to you; provided however, that in the event of an exercise of this right to terminate for convenience, the ATA shall refund to you all fees and charges paid by you during the Membership Year in which the termination became effective to the extent such fees and charges were not earned by the ATA. Any such refund due and payable to you shall be paid within thirty (30) days of the effective date of the termination of this Agreement.
You have reviewed and hereby approve and agree to abide by the bylaws of the ATA (the “Bylaws”), as in effect and as amended from time to time, a copy of which is available from the ATA. In the event of any inconsistency between this Agreement and the Bylaws, this Agreement shall be controlling.
You shall pay all dues, fees and other assessments applicable to your Membership Class. The ATA may establish reasonable additional fees or charges for participation in meetings or for other benefits of membership. You shall bear Your own costs and expenses for participation in the ATA, such as travel, employee compensation, and incidental expenses.
The ATA Member Marks: The ATA is the exclusive owner of all right, title, and interest in and to the trademarks of the ATA, which include, but are not limited to the following:
(a) The word mark ARCHERY TRADE ASSOCIATION MEMBER
(b) The word mark ATA MEMBER
(c) The design mark depicted below:
(collectively, the “ATA Member Marks”)
The ATA Member Marks and other marks of the Archery Trade Association are protected by trademark and copyright laws and international trademark and copyright treaties, as well as other intellectual property laws and treaties and are the exclusive intellectual property of the ATA.
During the Term, and subject at all times to your compliance with the terms of this Agreement, the ATA grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, revocable, limited license to use the ATA Member Marks to identify yourself as an ATA Member (“Limited License”). Any use of the ATA Member Marks inures to the benefit of ATA and nothing in this Agreement, or in your use of the ATA Member Marks, will give you any right, title, or interest whatsoever in or to the ATA Member Marks, or in any confusingly similar marks, beyond the Limited License.
Use of the ATA Member Marks online must be accompanied by a hyperlink to the home page of the ATA Website. If more than one of the ATA Member Marks appears on a web page operated by you, only the most prominent use of the ATA Member Marks on the web page must be hyperlinked to the home page of the ATA Website.
You agree to use only the digital graphics files for the ATA Member Marks provided to you or made available to you by the ATA and to strictly follow the current style guide for use of the ATA Marks published on the ATA Website here. You shall not alter the ATA Member Marks except as expressly permitted in the style guide for the ATA Marks and you shall not use any marks that are confusingly similar to the ATA Member Marks.
The ATA Member Marks shall not be used to represent sponsorship, endorsement, or approval by the ATA of any ATA Member or product or service.
THIS AGREEMENT, ATA MEMBERSHIP, AND/OR ANY USE OF THE ATA MEMBER MARKS DOES NOT AND SHALL NOT SIGNIFY ANY SPONSORSHIP, ENDORSEMENT, OR APPROVAL OF ANY MEMBER OR ANY PRODUCT OR SERVICE. THE ATA MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTE, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF AUTHENTICITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, SAFETY, QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
The ATA has the absolute right to revoke the Limited License at any time for any or no reason.
At your sole cost and expense, you shall immediately discontinue all use of the ATA Member Marks upon the termination, expiration, cancellation, or suspension of your Membership or revocation of the Limited License.
The ATA collects business contact information, including, without limitation, e-mail addresses, telephone and facsimile numbers and physical addresses, pertaining to Members and Trade Show Attendees. Any such information provided by a Member or Trade Show Attendee maybe disclosed by the ATA to other Members, Exhibitors, Official ATA Trade Show Service Providers, and Partners. By providing your business contact information to the ATA, you have consented to such use and disclosure of the information you have provided. If you do not want the ATA to use or disclose your business contact information as described in this Agreement, do not provide it. Your failure to provide business contact information to the ATA may result in your inability to access ATA services.
You acknowledge and agree that your breach of any obligations under this Agreement shall cause damages of an irreparable and continuing nature to the ATA, for which money damages will not provide adequate compensation. Therefore, in addition to any money damages to which the ATA is entitled (which includes the ATA’s right to recover its reasonable attorney’s fees), the ATA also is entitled to an injunction to prohibit your continuing breach of the applicable covenant or otherwise to compel your specific performance under this Agreement. The ATA shall have the right to obtain such injunctive compensation without having to prove any damages or post any bond. Additionally, in the event of any breach of this Agreement which relates to the use of the ATA’s Member Marks, you shall be liable to the ATA for liquidated damages in the amount of $1,000.00 for each day that the breach is continuing; and you further agree that these liquidated damages are not a penalty, but rather (i) constitute a reasonable approximation of the ATA’s actual damages which are not certain and which are difficult to measure with accuracy and (ii) are proportional to the probable loss to be sustained by the ATA in the event of a breach.
You agree that you will not sue the ATA for injunctive relief or for any damages on any matter concerning the subject matter of this Agreement. In no event shall the ATA be liable to you or any other for any damages of any type occurring directly or indirectly as a consequence of your actions pursuant to this Agreement, whether such actions are authorized or unauthorized pursuant to the terms of this Agreement.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE ATA OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
All notices, which concern this Agreement, shall be given in writing and be effective, as follows.
By actual delivery of the notice into the hands of the party entitled to receive it, in which case such notice shall be deemed given on the date of delivery;
By electronic mail, in which case such notice shall be deemed given on the date of delivery; or
By mailing such notice by registered or certified mail, return receipt requested, in which case such notice shall be deemed given five (5) days from the date of its mailing.
Notices shall be mailed to the ATA at Archery Trade Association, PO Box 70, New Ulm MN 56073,Attention Legal Department, and to a member at the member’s address of record held by the ATA.
Any party to this Agreement may change its address for notice purposes, by providing written notice of the change of address to the other party.
If any provision of this Agreement is held invalid or unenforceable, all other provisions shall remain valid, and this Agreement shall be enforced to the full extent allowable under applicable law and a substitute, valid, and enforceable provision most nearly reflecting the original intent shall be developed in place of the invalid provision. No modification to this Agreement is binding, unless in writing.
This Agreement shall be governed by and construed under, and the legal relations among the parties hereto shall be determined in accordance with, the laws of the Commonwealth of Virginia, excluding conflict-of-law principles that would cause the application of the laws of any other jurisdiction. In the event of any dispute that arises out of or is related to Your membership in the ATA and/or these Terms and Conditions, you agree to submit to personal jurisdiction in the Commonwealth of Virginia and that the Circuit Court of Fairfax County, Virginia shall be the sole and exclusive forum for the resolution of any such dispute.
This Agreement is the entire Agreement between you and the ATA relating to the subject matter herein and supersedes all prior and contemporaneous oral or written communications, proposals, and representations with respect to its subject matter, except for the Bylaws which are themselves integrated into and made a part of this Agreement.
The ATA reserves the right to change this Agreement and/or its terms at any time and may eliminate the license granted herein with respect to You individually or all members collectively at any time. Any change to this Agreement and/or its terms shall be effective as of the date of posting to the website of the ATA or actual notice to You, whichever is earlier.