ANTI-MALWARE TESTING STANDARDS ORGANIZATION, INC.
This Subscription Agreement ("Agreement”) is made between the Anti-Malware Testing Standards Organization, Inc., a California nonprofit mutual benefit corporation (" AMTSO ”) and you as an individual that is applying for a subscription (" Subscription ”) to the AMTSO Subscriber Network (" Network ”) and shall be effective on the date your Subscription is activated by AMTSO (" Effective Date ”). Subscribers for a Subscription are referred to herein as a " Subscriber " and, collectively, as the " Subscribers .”
Whereas, the purpose of AMTSO is to promote education and awareness of issues related to the testing of anti-malware products, and provide tools and resources to aid such testing;
Whereas, AMTSO is a membership organization and its members ("Members") are entitled to all rights and privileges set forth in the AMTSO Membership Agreement;
Whereas, the Board of Directors of AMTSO (the "Board”) has determined to offer Subscriptions to the general public to further the purpose of AMTSO;
Whereas, you desire to become a Subscriber;
Now, therefore, AMTSO approves your application for Subscription on the terms and consideration contained herein, and Subscriber agrees to abide by the terms and conditions contained herein:
Subscriber shall abide by the obligations set forth in this Agreement, including the payment of " Subscription Fees ,” set forth below. Subscribers shall be entitled to participate in the Network as set forth herein, but shall not have any additional rights or privileges beyond those set forth in this Agreement, and specifically set forth with regard to Subscribers in the AMTSO IP Agreement, Bylaws and Articles of Incorporation (collectively, "AMTSO Documents”), as such may be amended from time to time. Specifically, Subscribers who are not also Members shall have no rights as Members of AMTSO including any voting rights, any right to claim membership in AMTSO or any other rights or privileges as set forth in the AMTSO Membership Agreement or any other AMTSO Documents. Each of the aforementioned documents can be found at www.amtso.org.
Subscribers shall be entitled to use of the Network, which shall include, subject to interpretation and amendment by the Board, access to the AMTSO Subscriber’s Forum, AMTSO Working Papers and Document Development, and Review Analysis, and such other access to review and participate in AMTSO as permitted from time to time by the Board in its sole discretion.
2. SUBSCRIPTION RIGHTS AND OBLIGATIONS
2.1 Subscription Fees. Subscriber shall pay the Subscription Fee as set forth herein, as may be amended from time to time in accordance with this Agreement. The current annual Subscription Fee is 25 Euros but is subject to increase from time to time. Subscription Fees shall accrue on the Effective Date, and shall be due within 30 days of such date. The Subscription Fee entitles Subscriber to a Subscription for a one (1) year period, commencing on the Effective Date and ending on the same date in the following year. Except as otherwise set forth in this Agreement or the Bylaws, Subscription Fees are non-refundable.
2.2 Compliance with Policies. Subscriber shall abide by, and shall have, all applicable rights and obligations as a Subscriber as set forth in this Agreement, the AMTSO Documents and any and all policies and procedures adopted by AMTSO, as such may be amended from time to time in accordance with the Bylaws. Specifically, Subscriber agrees as follows:
(a) To conform to a high level of professional and ethical behavior with regard to the Subscription. Disagreements between Subscriber and/or Members are acceptable and expected, but dissent is to be expressed in a courteous and respectful manner.
(b) To keep private all email addresses and other personal information about Subscribers and Members obtained through being a Subscriber, as such information is private and must stay within AMTSO. Such information shall not be used for private commercial gain, or to sell or promote a commercial product, such as through spamming or sharing such information to allow others to misuse it.
(c) To treat any information exchanged amongst Subscribers or Member as confidential and not disseminate or otherwise disclose any such information outside of the Network, unless specifically excepted by the Member or Subscriber who posts a specific message.
(d) To conduct his or herself professionally and appropriately at all times in all communications via the Network and in any context where Subscriber might be seen as in some way representing AMTSO. Personal attacks of any nature are unacceptable. Failure to adhere to these standards will be investigated by the Board or its representatives.
(e) To never use AMTSO mailing lists to transfer or solicit viruses or other malicious code, or the source code thereof.
The Board, in its sole discretion, may refuse to approve or renew a Subscription, or may cancel a Subscription, of any individuals or organizations whose conduct is considered inappropriate to the aims and ethos of AMTSO, or whose conduct may bring AMTSO into conflict with any applicable legal requirements, or whose affiliation is perceived as likely to bring AMTSO’s name into disrepute.
2.3 Costs and Expenses. Subscriber shall bear all of its own costs and expenses related to Subscription in AMTSO, including compensation payable to Subscriber’s employees and consultants that participate in AMTSO on behalf of Subscriber, and all travel and other expenses associated with Subscriber’s participation in AMTSO meetings, conferences, and development projects. Except as otherwise expressly set forth in this Agreement or the Bylaws, Subscriber has no rights of refund or reimbursement of any such costs or expenses from AMTSO.
2.4 Publicity. Subscriber may publicly announce its Subscription in AMTSO or activities as a Subscriber. Unless otherwise required by law, any AMTSO or Subscriber press release concerning a comment made by any Subscriber or Member or specifically referencing any Subscriber or Member other than by general reference, shall be subject to that Subscriber's or Member’s prior written consent. Once approved, the press release statement and iterations of such statement may be used by AMTSO, other Subscribers and Members for the purpose of promoting such Subscriber’s or Member’s interest in AMTSO, AMTSO, or any such purpose as is designated in the Subscriber's or Member’s consent, and may be reused for such purpose until such approval is withdrawn with reasonable prior written notice. Any use of a Subscriber's or a Member’s name shall be subject to the applicable usage guidelines of that Subscriber or Member, respectively.
2.5 Use of Name. Subscriber shall comply with the then current (if any) AMTSO Trademark Usage Guidelines.
3. TERM AND TERMINATION
3.1 Term. The term of this Agreement shall begin on the Effective Date and, except as provided below, shall terminate on the same date in the following year, upon which such Subscription may be renewed for an additional one (1) year period, upon payment of the applicable Subscription Fee in effect at the time of such renewal.
3.2 Termination. Subscriber may terminate its Subscription or be removed or suspended from Subscription in AMTSO in accordance with this Agreement and the AMTSO Documents. Upon termination of the Subscription, this Agreement shall terminate. As set forth in Sections 2.1 and 2.3 above, Subscriber shall not be entitled to any refund or reimbursement of any Subscription Fees.
3.3 Survival. Sections 3.3 and 4 shall survive any termination or expiration of this Agreement. In addition, all intellectual property matters shall continue to be subject to the provisions of the AMTSO IP Policy in effect during the Subscription. Subscriber shall also be obligated to pay all costs, expenses and dues owed to AMTSO that accrued prior to the effective date of termination of the Subscription.
4.1 Authority to Execute Agreement. Subscriber hereby represents, warrants and covenants to AMTSO that (a) it has all necessary power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any agreement to which Subscriber is a party or by which it is otherwise bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of Subscriber, enforceable in accordance with its terms.
4.2 No Other Licenses. By executing this Agreement, Subscriber neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of AMTSO, any other Subscriber, or any Member.
4.3 No Employment Relationship. Nothing in this Agreement is intended to give rise to an employer-employee relationship, including the relationship between employees or contractors of Subscriber and AMTSO or any Member.
4.4 No Warranty. AMTSO AND SUBSCRIBER EACH ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL INFORMATION PROVIDED TO OR BY AMTSO UNDER THIS AGREEMENT IS PROVIDED "AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. AMTSO AND SUBSCRIBER EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH INFORMATION.
4.5 Limitation of Liability. IN NO EVENT WILL AMTSO, ANY MEMBER OR SUBSCRIBER BE LIABLE TO EACH OTHER OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
4.6 Governing Law. This Agreement shall be construed and controlled by the internal laws of the State of California without reference to conflict of laws or choice of law principles thereof.
4.7 Notices. All notices or other communications to or upon AMTSO or any Subscriber shall be delivered to or at the physical or electronic address provided in connection with the execution of this Agreement, as may be updated from time to time by Subscriber or AMTSO through email or other communication, including posting on the amtso.org website. For purposes of this Section 4.7, notice can include notice by written mail, facsimile, electronic mail or other electronic format and shall be deemed served when sent.
4.8 Complete Agreement; No Waiver. Except with respect to the Bylaws, IP Policy, and any other policies and procedures that may be adopted by AMTSO from time to time in accordance with the Bylaws (all of which shall be binding on Subscriber), this Agreement, including all attachments, sets forth the entire understanding of AMTSO and Subscriber and supersedes all prior agreements and understandings relating hereto, unless otherwise stated in this Agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
4.9 Severability. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect.
4.10 Compliance with Laws. Notwithstanding anything to the contrary in this Agreement, the obligations of AMTSO and Subscriber shall be subject to all laws, present and future, of any government having jurisdiction over AMTSO and Subscriber including all export and re-export laws and regulations. It is the intention of AMTSO and Subscriber that this Agreement and all referenced documents shall comply with all applicable laws and regulations including all antitrust laws and regulations. Subscribed shall not take any action which Subscriber knows would jeopardize, or is likely to jeopardize, the tax-exempt status of ATMSO as an entity described in Internal Revenue Code Section 501(c)(6).
4.11 Headings. AMTSO and Subscriber acknowledge that the headings to the sections hereof are for reference purposes only and shall not be used in the interpretation of this Agreement.
4.12 Assignment. Subscriber may not assign or transfer, either directly or by operation of law, its Subscription, this Agreement or any of its rights or obligations hereunder without the prior written consent of AMTSO or as otherwise set forth in the Bylaws. For purposes of this Agreement, an assignment shall be deemed to include a transfer or sale of all or substantially all of the business of Subscriber, or a merger, consolidation or other similar transaction that results in a change in control of Subscriber.
4.13 Amendment. This Agreement may be amended by AMTSO at any time by providing written notice of amendment at least ninety (90) days prior to the end of the then-current term.
4.14 Force Majeure. Neither AMTSO nor Subscriber shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party. 4.14 General Construction. As used in this Agreement, the plural form and singular form each shall be deemed to include the other in all cases where such form would apply. "Includes” and "including” are not limiting, and "or” is not exclusive.
If you want to subscribe to the AMTSO Forum, please perform the next actions:
1. Go to the forum and register
2. Confirm your account by clicking on the link in the received confimration mail
3. Go to the settings for the forum
4. Select the Paid Subscriptions menu
5. Choose the length of your subscription and Payment Method
6. Pay (current fee is 25 Eur)