OIX MEMBER RULES
January 19, 2011

These OIX Member Rules are presented in 6 parts.
All Parts of the General Rules presented in this Part I apply to all OIX Members.
Part I - Definitions
Part II – General Rules
Part III – Intellectual Property and Data Rules
Part IV – Application Rules
Part V – Listing Service Rules
Part VI – Working Group Rules
Please Note: Rules in Part VI apply to all Members that participate in working groups, programs
and initiatives of OIX. Participation in OIX working groups and other OIX programs by nonMembers is covered by a separate “OIX Contributor Agreement.”

Please Note: In addition to these OIX Member Rules, Members are also subject to theprovisions of the following documents, all of which are available on the OIX website at
http://openidentityexchange.org/
The OIX Membership Agreement (which references these rules),The OIX Trust Framework Listing Agreement (applies to Listed Members that list Trust
Frameworks),
The OIX Participant Listing Agreement (applies to all other Listed Members),
The OIX Bylaws and OIX Articles of Incorporation,
The OIX Web Site and Listing Service TOU, andSuch other rules or policies as are put in place by OIX from time to time.
Questions relating to these OIX Member Rules and any other OIX Policies applicable toMembers and others should be directed to help@openidentityexchange.org.

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PART I
DEFINITIONS
The following terms when used in the Membership Agreement shall have the meanings set forth
below. Defined terms used, but not defined herein shall have the meaning set forth in the OIX
Member Rules documents.
1.

“Act” means Chapter 24.03 of the Revised Code of Washington.

2.
“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or isunder common Control with another entity, so long as such Control exists.
3.
"Applicant" means a person that applies for Membership in OIX under the Application
Rules, prior to the time that their Application is accepted by OIX, after which time they arereferred to as a “Member.” “Applicant” also means an existing Member that desires to be a
Listed OIX Member under a Trust Framework Listing Agreement or under a Participant Listing
Agreement, prior to the time such Trust Framework Listing Agreement or Participant Listing
Agreement, as applicable, has been accepted by OIX.
4.
“Application” means either (i) a Membership Application and Agreement, (ii) a
Participant Listing Application and Agreement, or (iii) a Trust Framework Listing Application
and Agreement, as the context requires.
5.

“Application Rules” means the requirements set forth in Rule Part IV.

6.
“Assessor” means a party that performs evaluations of Identity Service Providers,
Relying Parties or other Assessors with respect to one or more Trust Frameworks for the purposeof certifying the conformity of such services to the requirements of such Trust Frameworks.
7.
“Assurance” means “Authentication Assurance” and “Identity Assurance” as the context
requires.
8.
“Auditor” means a party that performs review and analysis similar to that of an Assessor,
but for the purpose of certifying continuing conformity following an initial certification by an
Assessor.
9.
“Authentication Assurance” means confidence reached in the authentication process, thatthe communication partner is the entity which it claims to be or is expected to be.
10.
“Control” (and derivatives thereof) means the possession, directly or indirectly throughone or more intermediaries, of the power to either (i) elect a majority of the directors (or Persons
with equivalent management power) of such Person, or (ii) direct or cause the direction of the
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management or policies of such Person, whether through the ownership of securities orpartnership, membership or other ownership interests, by contract, by operation of law orotherwise.
11.
“Authorization” means the granting or rights, and, based on these rights, the granting ofaccess to resources or to take action with respect to resources.
12.
“Credential” means a set of data presented as evidence of a claimed identity and/or
entitlements.
13.
“Claim” or “Assertion” means a statement made by an entity without accompanying
evidence of its validity.
14.
“Damages” means any and all lawsuits, actions, claims, debts, demands, allegations,actions, losses, liabilities, damages, costs, expenses (including reasonable attorneys’ fees anddisbursements), judgments finally awarded, settlements and penalties of every kind.
15.
“Data” means the quantities, characters or symbols on which operations are performed bycomputers, communications networks and other automatic equipment, and which may be stored
or transmitted in the form of electrical signals, light, magnetic, electron spin, or quantum or otherstates of matter.
16.

“Data Subjects” means Entities to which data relates

17.

“Director" means a member of the OIX Board.

18.

“Dispute Resolution Provider” (see “Online Dispute Resolutio n Provider”).

19.
“Effective Date” has the applicable meaning set forth in the Membership Agreement foreach Member.
20.
“Entity” means anything that has separate and distinct existence and that can be identified
in context. The term “Entity” includes individuals, legal persons and identified system nodes
associated with physical objects.
21.

“Executive Member” means an OIX Member that is also a member of the OIX Board.

22.
“General Member” or “Member” means an OIX Member that is not also a member of theOIX Board.
23.
“Identity” means the representation of an entity in the form of one or more information
elements which allow the entity(s) to be sufficiently distinguished within context.
24.
“Identity Assurance” means the degree of confidence in the identity proofing processused to establish the identity of the entity to whom the credential was issued, and the degree of

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confidence that the entity that uses the credential is the entity or entity to whom the credential
was issued or assigned.
25.
“Identity Data” means data that is applied, combined, aggregated or referenced to convey
Information about an Entity.
26.
“Identity Management” means a set of functions and capabilities (e.g., administration,
management and maintenance, discovery, communications exchanges, correlation and binding,policy enforcement, authentication and assertions) used for:(i) Assurance of identity information (e.g., identifiers, credentials, attributes);(ii) Assurance of the identity of an entity (e.g., users/subscribers, groups, user devices,
organizations, network and service providers, network elements and objects, and virtual
objects): and(iii) Supporting business and security applications (e.g., authorization).
27.
“Identity Services” or “Identity Management Services” means the services associatedwith the different roles established by a Trust Framework.
28.
“Identity Service Provider” or “Identity Management Service Provider” means a party
that provides Identity Services.
29.
“Identity Proofing” means a process by which the credential issuer validates sufficient
information to uniquely identify, an Entity that applies for a credential.
30.
“Information” means knowledge communicated concerning some particular fact, subject
or event, that is conveyed using data.
31.
“Listed Member” means an OIX Member that is a current signatory to one or more ofeither a Participant Listing Agreement or a Trust Framework Listing Agreement.
32.
“Listing Agreement” (or “OIX Listing Agreement”) means an agreement entered into
between OIX and a Member pursuant to which Member agrees to provide certain information to
OIX describing Member’s relationship to a Trust Framework. “Listing Agreements” include twogeneral types, Trust Framework Listing Agreements and Participant Listing Agreements. The
former are entered into by Members representing Trust Communities that wish to include their
Trust Framework in the OIX Listing Service. The latter are entered into by participants thatoffer or receive services in conformance with a Trust Framework.
33.
“Listing Information” means any information submitted to OIX for or on behalf of a
Member in satisfaction of its information requirements under one or more Listing Agreements.
34.
“Listing Service” (or “OIX Listing Service”) means the online information service
provided by OIX from time to time that presents information collected from OIX Members forreference and analysis by participants in the Trust Framework services market and the public.

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35.

“Member” means a Member, in good standing, of OIX.

36.
“Member Licensed Trademarks” means those trademarks, trade names and other similar
subjects listed in a OIX Member Licensed Trademark Form .
37.

“Members” means all OIX Members, regardless of Membership classification.

38.

“Membership” means membership in OIX as a Member.

39.
“Membership Agreement” means the form of agreement through which an Applicant
applies to be a Member of OIX, as amended by OIX from time to time.
40.
“Membership Renewal Date” means, for each Member, the date that is the firstanniversary of the Effective Date for such Member.
41.
“Membership Renewal Grace Period” means the applicable period of time thatcommences, for each Member, on such Member’s Membership Renewal Date and ends 45 days
thereafter.
42.
“OIX” means Open Identity Exchange, a Washington not-for-profit corporation, and its
successors, assigns, and any designees.
43.

"OIX Board" means the Board of Directors of OIX.

44.
“OIX Bylaws” means the OIX corporate bylaws, as in effect and as amended from time
to time, a copy of which is posted on the OIX website at www.openidentityexchange.org.
45.
“OIX Member Rules” means Parts I through VI of these OIX Member Rules as the same
are amended from time to time and as presented at [link] and such other rules, policies and terms
as the Board shall so designate on notice to Members from time to time, copies of which areposted on the OIX website at www.openidentityexchange.org
46.
“OIX Listed Member” means an OIX Member that is currently a party to either an OIX
Trust Framework Participant Listing Application and Agreement or an OIX Participant Listing
Application and Agreement, whether or not any Listing Information is currently posted on the
OIX Listing Service.
47.
“OIX Policy” or “OIX Policies” means any rules or policies put in place by OIX fromtime to time.
48.
"Online Dispute Resolution Provider” means a party that performs a service associatedwith an online and/or automated means of dealing with opposing claims following the point at
which they are asserted by a party.
49.
“OIX Membership Directory” means the list of OIX Members in good standing that isposted at http://www.openidentityexchange.org as amended from time to time.

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50.
“Organizational Documents” means the OIX Articles of Incorporation and the OIX
Bylaws.
51.
“Person” means any individual, corporation, trust, partnership, joint venture, limited
liability company, association, or any group of individuals acting as a unit, whether mutual,
cooperative, fraternal, nonprofit, or otherwise, any sovereign nation and any subdivision,
governmental unit or any instrumentality therein, and any other entity with legal capacity to enter
into legally binding obligations.
52.
“Professional Service Provider Member” means a Member that performs the function ofan Assessor, Auditor, or Dispute Resolution Provider, or any other similar professional services
related to Trust Frameworks.
53.
“Proofing” means the verification or validation of information when enrolling newentities into identity systems.
54.
“Registration Information” means all information, data, responses, reports, transcripts,
notes of oral communications, materials and other responses in any form that is received by OIX
from or with respect to an Applicant, with the exception of Listing Information.
55.
“Relying Party” means an entity that relies on an identity credential or claim issues by an
Identity Service Provider within some request context.
56.
“Renewal Fee” means the applicable membership renewal fee for a Member to extend theMember’s Membership pursuant to these OIX Member Rules.
57.
“Secretariat” means the company designated by OIX as the Secretariat with which OIX
has contracted to provide management and administrative services.
58.
“Trust” means the firm belief in the reliability and truth of Information; or in thecompetence of an Entity to act appropriately, within a specified context.
59.
“Trust Community” means an entity or group that has requirements for Trust in online
interactions that are set forth in a Trust Framework.
60.
“Trust Framework” means a document or series of documents that set forth the needs andrequirements of a particular Trust Community regarding requirements for Trust in online
interactions, including, but not limited to, specifications and descriptions of technologicalrequirements (the “Tools”) and specifications or descriptions of the legal, policy andinstitutional/cultural requirements of the system (the “Rules”).
61.
“Trust Framework Authority Member” means a Member that represents the policymakers
for a Trust Community.

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6OIX MEMBER RULES
PART IIOIX MEMBER GENERAL RULES
1. DEFINITIONSDefined terms used, but not defined, herein shall have the meaning set forth in OIX
Member Rules Part I, available on the OIX website at http://openidentityexchange.org. Definedterms are used with initial letters capitalized.
2. MEMBERSHIP PARTICIPATION
2.1 Participation. Members’ participation in OIX programs and activities is subject toand governed by these OIX Member Rules, and the documents referenced herein, as in effectfrom time to time. Member’s participation in OIX shall take place through a representative
indicated in Member’s contact information on file with OIX, which representative shall be acurrent employee or independent contractor of Member with authority to make commitments andengage in OIX-related activities on behalf of Member.
2.2 Not a Voting Member. Member acknowledges and agrees that nothing in theMembership Agreement, the OIX Member Rules or the Organizational Documents shall bedeemed to provide Member with any rights to vote or make decisions for or on behalf of OIX.
Member agrees that it only has the rights, privileges or benefits of a member in OIX as set forthin the Act, as specifically modified, limited or restricted in the OIX Articles of Incorporation
and/or Bylaws.
3. OBLIGATIONS OF MEMBER
3.1 Agreement to Current Version of OIX Bylaws and OIX Member Rules. The
Member agrees to be bound by the terms of the OIX Organizational Documents, the Membership
Agreement, the OIX Member Rules, OIX Policies and such other policies, rules, terms andrequirements as may be established by OIX from time to time, as each may be modified,changed, supplemented or amended by OIX, subject to the notice requirements provided herein.
3.2 Dues and Other Fees. The Member shall pay dues, fees and other assessments
applicable to its participation, as established from time to time by OIX. All membership andother fees paid to OIX are nonrefundable for any reason, including termination of Membershipby the Member. A Member’s initial membership fee, and any subsequent listing fee, shall be
paid by a Member not less than thirty (30) days of acceptance of it’s application.
3.3 Renewals: Membership shall be required to be renewed annually. The Membershipterm will start on the Effective Date applicable for a Member and expire on the Membership
Renewal Date for such Member (the date that is the first anniversary of the Effective Date for
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such Member), unless extended as provided below. Membership may be extended for subsequentannual periods (each starting on the subsequent Membership Renewal Date) through payment of
the then-current Renewal Fee.
OIX will invoice Member for the Renewal Fee at least ninety (90) days prior to each
Membership Renewal Date. Member’s payment of each such Renewal Fee shall constitute a
renewal of its Membership, subject to the then-current OIX Membership Agreement and OIX
Member Rules.
Failure to make a timely Renewal Fee payment shall be cause for suspension ofMembership, following which OIX may, in its sole discretion, remove some or all of theMember’s listing(s) from the OIX Membership Directory and the OIX Listing Service. OIX
shall have no obligation to return or destroy Information and Data received from or about asuspended Member, and OIX may, in its sole discretion, remove or continue to include such
Information and Data in the OIX Membership Directory or the Listing Service.
With respect to a Member that fails to timely pay Renewal Fees, suspension ofMembership will occur automatically upon the Membership Renewal Date, provided however,that during the Membership Renewal Grace Period (a period that is 45 calendar days after theMembership Renewal Date), a Membership may be renewed upon payment of the appropriate
Renewal Fee, plus an additional administration fee equal to 10% of such Renewal Fee.
A Member renewal that is submitted after the Membership Renewal Grace Period will be
required to be filed as a new Membership Application, subject to documentation and fee
requirements associated with initial Applications.
3.4 Expenses. The Member shall bear its own costs and expenses for its participation in
OIX, including but not limited to information system expenses (including the costs ofmaintaining its own hardware, software and networked systems to access the OIX Listing
Service and other OIX programs and resources), travel, employee compensation, and incidental
expenses.
3.5 Use of OIX Listing Service. Member’s participation in and use of the OIX Listing
Service shall be in accordance with (i) for Listed Members, either the Trust Framework Listing
Agreement (applicable to Members that serve as Trust Framework Authorities) or the Participant
Listing Agreement (applicable to all other OIX Members), and (ii) for all Members, the OIX
Listing Service and Website Terms of Use applicable to all users of the OIX Listing Service asamended from time to time. Member’s use of the Listing Service will be subject to the thencurrent OIX Listing Service and Website Terms of Use in effect at the time of any such use, thecurrent version of which is available at .
3.6 Antitrust Policy. It is the express policy of OIX to require that all of its activities be
conducted strictly in accordance with all applicable law, including antitrust laws. The Member
agrees to comply with all applicable antitrust laws pertaining to the Member’s participation in
OIX. Nothing in these OIX Member Rules, the Membership Agreement, or otherwise shall be
construed to require or permit conduct that violates any applicable antitrust law.

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3.7 Update Registration and Listing Service Information Member agrees to notify
OIX if, during the term of its Membership, it ceases to meet the qualifications associated withOIX Membership, or the qualifications associated with its participation in the Listing Service,and that it will update its Registration Information and Listing Information within thirty (30)days of making a material change in any business practices, or other aspects of its business that
renders Information previously provided to OIX out-of-date or otherwise not reflective of current
practice of such Member.
4. TERM AND TERMINATION
4.1 Term. Unless terminated as provided herein, a Member’s Membership shall continue
from and after the Effective Date, renewing annually upon the Member’s payment of dues inaccordance with the terms set forth in this Rule I.A, Section 3.3.
4.2 Termination by Member. The Member may withdraw from participation byterminating its Membership Agreement at any time upon the giving of thirty (30) days priorwritten notice of withdrawal to OIX . Member shall be obligated to pay dues, assessments, orfees which accrued prior to the effective date of termination. After the effective date of
termination, Member shall remain subject to its agreement to provide the licenses and rights set
forth in such Member’s Membership Agreement and these OIX Member Rules (including but
not limited to those set forth in Rule I.B.) whether or not the Registration Information or Listing
Information was included in the OIX Membership Directory or the OIX Listing Service prior to
the effective date of termination.
4.3 Termination by OIX. OIX may terminate a Member’s Membership and all rights
associated therewith on written notice, if Member breaches any of its material obligations under
its Membership Agreement, the OIX Member Rules, OIX Policies, or under the Organizational
Documents, provided OIX shall first give Member written notice and thirty (30) days’
opportunity to cure the breach. Member shall be obligated to pay dues, assessments, or fees
which accrued prior to the effective date of termination. After the effective date of termination,
Member shall remain subject to its agreement to provide the licenses and rights set forth in such
Member’s Membership Agreement and these OIX Member Rules (including but not limited tothose set forth in Rule I.B). whether or not the Registration Information was included in the OIX
Membership Directory or the OIX Listing Service prior to the effective date of termination.
4.4
Status of Membership After Withdrawal or Termination. Without limiting
the Member’s agreement to provide the licenses and rights set forth in such Member’s
Membership Agreement and these OIX Member Rules in accordance with Section 4.2 andSection 4.3, as applicable, all interests, registrations, certifications, privileges, or other rights of a
Member in or with respect to Membership shall cease upon termination of Membership in
accordance with Section 4.2 or Section 4.3, as applicable.
5. NO WARRANTY; INDEMNITY
5.1 NO WARRANTY IN OIX MEMBERSHIP DIRECTORY OR OIX LISTINGSERVICE MATERIALS. EXCEPT AS EXPRESSLY PROVIDED IN THE MEMBERSHIP
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INFORMATION, OR OTHER MATERIALS, DATA, INFORMATION OR
CONTRIBUTIONS, AND ALL RIGHTS THEREIN PROVIDED OR MADE AVAILABLE TO
MEMBER OR ITS AFFILIATES BY OIX OR BY OR TO ANY OTHER MEMBER
THROUGH THE OIX LISTING SERVICE THE OIX MEMBERSHIP DIRECTORY OR
OTHERWISE, ARE PROVIDED AND RELEASED “AS IS” AND WITHOUT ANY
WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR
IMPLIED WARRANTY OF, MERCHANTABILITY, ACCURACY OR COMPLETENESS OFRESPONSES OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE.
5.2
Indemnification by OIX. OIX will indemnify, defend and hold harmless theMember and its parents, subsidiaries, Affiliates, shareholders, directors, officers, employees,
contractors, agents, successor or assigns from any and all Damages of any nature whatsoever
arising directly or indirectly from, as a result of, in connection with, or relating to the Member’s
use of the OIX Trademarks pursuant to the terms of its Membership Agreement or these OIX
Member Rules.
5.3
Indemnification by Member. The Member will indemnify, defend and holdharmless OIX and its subsidiaries, Affiliates, directors, officers, employees, contractors, agents,
successor or assigns from and against any and all Damages of any nature whatsoever arising
directly or indirectly from, as a result of, in connection with, or relating to OIX’s use of theMember Licensed Trademarks pursuant to the terms of the Member’s Membership Agreement orthese OIX Member Rules.
6. OTHER PROVISIONS
6.1 No Assignment or Transfer. No Member may transfer, assign or sublicense any of
its rights or obligations as a Member or under its Membership Agreement without the priorwritten consent of OIX, which OIX may grant or deny in its sole and absolute discretion. Anytransfer or sale of all or substantially all of the business or assets of a Member, or a merger,
consolidation, or other transaction that results in a change in control of such Member, shall bedeemed a transfer and assignment for purposes of this Section 6.1. Any attempted transfer inviolation of this Section is null and void.
6.2 Notices. All notices required under the Membership Agreement, a Listing
Agreement, these OIX Member Rules or under the Organizational Documents shall be in writing
and sent to the Member’s representative designated in the “Contact Information” section of theMembership Agreement and Application Form at the address set forth therein or to suchaddresses as such Member’s representative may later specify by written notice to OIX (or otheraddress change processes established by OIX from time to time).
Member may change the designated representative by written notice to OIX. Members
are responsible for updating the contact information of their representatives, and OIX shall beconsidered to have provided proper notice by relying on the contact information that it has on
file. The Member waives any right to receive a notice that is sent to the wrong Person or
address, provided such notice is sent to the address on record with OIX. Unless otherwise
specifically required by applicable law, OIX may give notices to Member by electronic mail.

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Notice of a breach of these OIX Member Rules or a Membership Agreement and notice oftermination of a Member’s Membership shall be given both by express mail or by first classmail, postage prepaid, and, in addition, by electronic mail or by facsimile. Any notification
made pursuant to these OIX Member Rules shall be deemed delivered on the next business day
following it being sent by electronic mail, by facsimile, by express mail or by courier, or three(3) days after being sent first-class mail, postage prepaid, addressed to the Member’s designatedrepresentative at the address provided. OIX may make required distributions of information to a
Member by sending to the Member a notice of the URL where that information is located.
6.3 No Joint Venture. Nothing contained in the Membership Agreement, these OIX
Member Rules, or any OIX Policies to which Member is subject, and no action taken by theMember shall be deemed to render the Member or its Affiliates an employee, agent or
representative of OIX or of any other Member or a Member’s Affiliate, or shall be deemed tocreate a partnership, joint venture or syndicate among or between any of the Members or their
Affiliates or Members or their Affiliates or with OIX.
6.4 Governing Law. Each Member’s Membership Agreement and each Member’s rights
and obligations as a Member shall be governed by and construed under, and the legal relations
among and between the Members and OIX shall be determined in accordance with, the laws of
the State of Washington, excluding conflict-of- law principles that would cause the application of
the laws of any other jurisdiction.
6.5 Severability. If any provision of these OIX Member Rules is held to be invalid or
unenforceable by a court of competent jurisdiction, then the remaining provisions will
nevertheless remain in full force and effect; and a substitute, valid, and enforceable provision
most nearly reflecting the original intent shall be developed in place of the invalid provision.
6.6 Amendments. These OIX Member Rules, the Organizational Documents, all OIX
Policies, and the form of Membership Agreement may each be amended by the Board of OIX
from time to time, and Members agree to abide by the terms thereof as amended, provided,
however, that (a) any such new amendment or OIX Policy that would materially and potentiallyadversely affect a Members’ rights and obligations as regards any OIX Member Rule, OIX
Policy or its Bylaws shall not bind the Members in less than thirty (30) days’ from the date that
Notice of such action is given to the Member, in the manner set forth in these OIX Member
Rules. Amendments and any new OIX Policy shall have prospective effect only. A Member
shall be bound by a duly adopted amendment or new OIX Policy, unless it elects to terminate its
Membership and its participation in OIX prior to the effective date of any such Amendment or
new OIX Policy.
6.7 Computation of Time. In these OIX Member Rules, the term "day" is intended torefer to a calendar day. For purposes of computing a period of time under these OIX Member
Rules, the day of an act, event, default, or lapse from which the period of time indicated begins
to run shall not be included. In addition, the last day of the period so computed shall be included
in such period unless it is a Saturday, Sunday, or United States federal holiday, in which eventthe period shall be considered to end on the next day that is not a Saturday, Sunday, or U.S.
federal holiday.

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11OIX MEMBER RULES
PART IIIINTELLECTUAL PROPERTY AND DATA RULES
Note that all OIX Members are subject to all of the OIX Member Rules. OIX Members
rights and obligations regarding intellectual property and Data may be affected by OIX
Member Rules in addition to those in this section B.
1.
DEFINED TERMS: Defined terms used, but not defined, herein shall have themeaning set forth in OIX Member Rules Part I.
2.
NO TRANSFER TO OIX OF RESTRICTED DATA. Member agrees that it
will not transfer any Data or Information to OIX as Registration Information, Listing
Information or otherwise that is confidential information, or that is subject to regulation,
limitation or restriction on handling, collection, holding, transfer or any other use under
any privacy, data security or other similar laws (including regulations, administrative
practices or other legal authorities) or other legal limitations on use (such as private
contracts or policies or industry practices or standards).
In addition, Member will not transfer any personal information, personal identifying
information, sensitive information, or other similar information relating to any individual
data subject or through which any such data subject could be identified (whether by itself
or in combination with other information), to OIX as part of Registration Information,
Listing Information or otherwise provided that, to the extent that any of the foregoing
information is provided by Member to OIX as its contact information for notices,
communications or other similar administrative and operational purposes between
Member and OIX or other users of the OIX Membership Directory or the OIX Listing
Service, Member acknowledges and agrees that such information will not be treated asconfidential, and Member and its representatives to which such information relates,
agrees and “opts-in” to the inclusion of such information in the OIX Membership
Directory and the OIX Listing Service and to its use consistent with such functions.
Member agrees that OIX, its Affiliates, directors, officers, employees and independent
contractors will be under no obligation to treat any Registration Information, Listing
Information, or any other information generated by OIX or received from third parties aspart of the application review process or otherwise made available for or included in the
OIX Membership Directory or the OIX Listing Service as confidential information. This
includes reports and information prepared and/or provided to OIX by Assessors andAuditors regarding certification test results.
3.
Grant to OIX of License to Member Data and Information. By submitting
any Registration Information or Listing Information to OIX (whether or not included in
the OIX Membership Directory or the OIX Listing Service), and by its agreement to theterms of the Membership Agreement, each Member agrees that it expressly grants (on its
behalf and that of its Affiliates), and hereby does grant, to OIX, , a royalty-free, nonexclusive, unlimited right and license to use, reproduce, adapt, publish, translate andOIX Member Rules 2010-05-14

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distribute such materials and the Information and Data that they contain (in whole or inpart) world wide and/or to incorporate it in other works in any form, media or technology
now known or hereafter developed for the full term of any right that may exist in suchmaterial solely for the purposes of developing, publishing, and distributing information toTrust Framework, secure online transactions, identity management and information
services industry participants and the public through the OIX Membership Directory, theOIX Listing Service and other identity management services industry related information
sharing, processing and distribution systems and programs of OIX. The Registration
Information and Listing Information of each Member and Listed Member, as applicable,
will be eligible for posting in the OIX Membership Directory and the OIX Listing
Service, but the selection of content for inclusion on the OIX Membership Directory andthe OIX Listing Service is solely within the discretion of the Board (or its designees).
The submission of Registration Information or Listing Information to OIX does notguarantee that it will be included in the OIX Membership Directory or the OIX Listing
Service. By contrast, Registration Information and Listing Information of Applications
that are denied, will not be posted on the OIX Membership Directory or the OIX Listing
Service, but may be retained by OIX for its internal use.
4.
Copyrights. Each Member hereby grants to OIX a worldwide, royalty-free, nonexclusive, transferable copyright license to reproduce, create derivative works, distribute,display, perform and sublicense the rights to reproduce, distribute, display and perform(in whole or in part) such Member’s Registration Information, Listing Information andContributions to any Working Group solely for the purposes of developing, publishing,and distributing information to secure online transactions, identity management andinformation services industry participants and the public through the OIX Membership
Directory and the OIX Listing Service and other identity management services industryrelated information sharing, processing and distribution systems and programs of OIX.
Member represents and warrants that it owns or has sufficient legal interest in the rightsthat are subject to the licenses provided for herein for it to make the grants describedherein so that OIX’s use of the Registration Information in a manner consistent with thedescription in this Agreement will not constitute an infringement.
5.

Trademarks.
5.1

OIX Marks.

5.1.1 General Rules. The Member agrees that it will only use any nameor logo or other Trademark adopted by OIX as set forth in the OIX Mark
Reference Guidelines set forth at section 5.3 of this Part III and as made available
to the Member by notice from OIX or by posting on the OIX website (asestablished and modified by the Board from time to time).
5.1.2 OIX Mark Reference Guidelines. The OIX Mark Reference
Guidelines are as follows:

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The name “Open Identity Exchange, the abbreviation, "OIX" and the OIX logos, aretrademarks of Open Identity Exchange. They should be used only to refer to theorganization and its official outputs.
OIX welcomes references to, and implementation and use of, its Member Directory,
Listing Service, and other programs and materials. Acknowledgement notice of the use of
OIX trademarks will, however, be required in cases where there may be some confusion
about source or authenticity, such as where the OIX mark is incorporated into some otherproduct, service or organization name. In those cases, OIX will ask the user of its marks
to include a clear acknowledgement notice of the use of OIX trademarks in threelocations. These locations include, the primary web page referencing the named item, theprincipal written promotional collateral about it, and any press release regarding it, suchas the following:"OIX" is a trademark of Open Identity Exchange [include explanatory note of therelationship between OIX and the referenced material or person].
Note: the terms in [ ] are to be replaced as appropriate in each instance.
Where OIX-copyrighted materials are being displayed, a notice referencing OIX
copyright should also be provided in the same three locations.
OIX reserves the right to enforce its marks and copyrights against improper or misleading
uses.
5.2
Member Marks. Member’s grant in the Membership Agreement to OIX,
and OIX’s acceptance of , a non-exclusive, terminable, personal, worldwide, royalty-freelicense, without the right to sublicense, to use the “Member Licensed Trademarks”
identified on the OIX Member Licensed Trademark Form that is attached to theMembership Application and Agreement solely in connection with the display of suchmarks and related information on the OIX Membership Directory, on the OIX Listing
Service or otherwise on the OIX website. OIX Acknowledges exclusive ownership ofMember Marks by Member and agrees that it will do nothing inconsistent with suchownership and agrees that all use by OIX of the Member Licensed Trademarks and the
goodwill in the Member Licensed Trademarks developed therefrom shall inure to thebenefit of and be on behalf of the Member. OIX agrees that nothing in these OIX
Member Rules or any Member’s Membership Agreement shall give OIX any right, title
or interest in or to the Member Licensed Trademarks other than the license to use theMember Licensed Trademarks in the manner expressly permitted by these OIX Member
Rules or a Member’s Membership Agreement, and only for so long as the applicable
Member is a Member of OIX.

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6.
No Other Licenses. Members acknowledge and agree that, except for the rights
specifically set forth in the Membership Agreement and these OIX Member Rules, nolicense, rights or other interest of any type under any trademark, patent, copyright,
proprietary information or other intellectual property rights of any Member are granted or
received, by implication, estoppel or otherwise by such Member’s Membership
Agreement or these OIX Member Rules.
7.
Registration and Listing Information. No Registration Information or Listing
Information that Member provides to OIX shall be or may be false, misleading, libelous,defamatory, obscene, unlawful, or injurious to any party. Inclusion of the Registration
Information and Listing Information provided by Member in the OIX Membership
Directory or the OIX Listing Service shall not require OIX to make any payment to, or
clear or obtain any additional rights from, Member or any third party. Each Member
understands and agrees that, while OIX does post portions of Registration Informationand Listing Information on its Online Membership Listing Service, it does not intend andwill not be required to edit or review Registration Information for accuracy orappropriateness. Each Member will be responsible to OIX for any and all Damages
incurred by OIX as a result of any violations by such Member of the requirements of thisSection 7.
8.
Cessation of Use of Member Licensed Trademarks. Upon termination,
cancellation or expiration of a Member’s Membership, all rights of OIX to use such
Member Licensed Trademarks shall cease and revert automatically to the Member, andOIX shall immediately discontinue all use of the Member Licensed Trademarks.
9.
Cessation of Use of OIX Licensed Trademarks. Upon termination, cancellation
or expiration of a Member’s Membership, all rights of such Member to use the OIX
Licensed Trademarks shall cease and revert automatically to OIX, and such Member
shall immediately discontinue all use of the OIX Licensed Trademarks.
10.
Licensing or Non-Assertion of Patents Related to Member Contributions –Member covenants to either (i) grant a patent license on fair, reasonable and nondiscriminatory (FRAND) terms or (ii) offer a non-assertion covenant, in its discretion to
any other Member or other person, under any patent claims that Member (or Member’s
represented organization or its Affiliates) own or control that become Essential Claims(as defined below) because of the incorporation or other use of a Member Contribution in
any OIX Deliverable, the OIX Listing Service or any OIX Policy or program, provided
that, the OIX Board may establish that one or more OIX Working Group charters (eachof which is communicated to participants at the inception of a Working Group) may
require participants in any such Working Groups to agree to patent licensing terms thatare different than those set forth in this section 10 (including, but not limited to, theBoard’s discretion to require that a Working Group’s participants undertake to license
patent claims on royalty free terms (such requirement an “RF Licensing Requirement”)).
For purposes of this Agreement “Essential Claims” means those claims of all patents andpatent applications, throughout the world, in which a Member or a Member’s

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organization has the right to grant licenses, which claims are necessarily infringed by an
implementation by any party of an OIX Deliverable. A claim is “necessarily infringed”
hereunder only when it is not possible to avoid infringing it because there is notechnically feasible non-infringing alternative for implementing the OIX Deliverable.
11.
Limited Agreement to Disclose. Individual Members should declare at theearliest opportunity, any of their patents which they know to include Essential Claims, or
potentially Essential Claims. In the event that Member has actual knowledge that theMember or its organization would be unwilling to provide a FRAND license to any such
Essential Claims (or a royalty-free patent license with respect to OIX Deliverables
produced by those Working Groups for which the OIX Board has imposed a RF
Licensing Requirement) to any party that implements an OIX Deliverable (including
those in draft or “work-in-progress” form) of any OIX Working Group, Member willpromptly provide written notification to the Secretariat and appropriate Work Groupchairperson of Member’s intent not to license. The Secretariat will maintain a list of all
such declarations and the Working Group to which they relate. Nothing in this Section isintended to create a duty for Member to conduct a search of Member’s organization’s
patent portfolio.

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OIX MEMBER RULES
PART IVAPPLICATION RULES

1. Definitions
Defined terms used, but not defined, herein shall have the meaning set forth in OIX
Member Rules Part I.
2.

New Member Application and Listed Member Application
2.1 Filing of Application
2.1.1 How to FileAn Applicant for initial OIX Membership and an Applicant by an existing OIX Member
to be a Listed Member shall file the appropriate Membership Application and Agreementin the manner prescribed by OIX in these OIX Member Rules, and on the website andapplication forms and instructions through which such Application is made. An
application shall include:
2.1.1.1 For new OIX Members, a fully completed, Membership
Application and Agreement, a current version of which is available at[link];
2.1.1.2 For existing OIX Members that desire to be a Listed OIX
Members under a Trust Framework Listing Agreement or under aParticipant Listing Agreement, a fully completed, Trust Framework
Listing Application and Agreement [link] or a Participant Listing
Application and Agreement [link] (as applicable); and2.1.1.3 Payment of the appropriate Membership Dues and Listingfee (as applicable).
2.1.2 Request for Additional Documents or Information
2.1.2.1 Within thirty (30) days after the filing or submission of an
Application, OIX shall serve an initial request for any additional
Information or documents necessary to render a decision on the
Application. OIX may serve subsequent requests for additional
information or documents at any time during the Membership application
process.

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2.1.2.2 Unless otherwise agreed by OIX and the Applicant, theApplicant shall file any additional Information and documents with OIX
within thirty (thirty) days after service of OIX's initial request and fifteen(15) days after service of any subsequent request
2.1.3 Rejection of Application That Is Not Substantially Complete
If OIX determines within forty-five (45) days after the serving a request for additional
information or documents that the Application is not substantially complete, and that the
Applicant has not adequately responded to such request, OIX may reject the Applicationand deem it not to have been filed. In such a case, OIX shall serve a written notice on the
Applicant of OIX's determination and the reasons therefore within such thirty (30) day
period. If the Applicant decides to continue to seek Membership in OIX, the Applicant
shall be required to submit a new application and fee under these OIX Member Rules.
2.1.4 Lapse of Application
2.1.4.1 An Application that is filed under this Section 2 shall,absent a showing of good cause (determined by OIX in its sole discretion),
automatically lapse if an Applicant:(i) fails to provide a full and complete response within thirty (30)days following service of an initial or subsequent written request from
OIX for information and/or documents under this Section 2 , or withinsuch other time period agreed to in writing by OIX and the Applicant; or(ii) fails to file an executed OIX Membership Agreement within 30
days after service by OIX of the agreement, or within such other period
agreed to in writing by OIX and the Applicant.
2.1.4.2 In the event that an Application lapses under this section,
an Applicant wishing to continue to seek Membership or approval of achange in ownership, control, or business operations, then such Applicant
shall be required to submit a new Application and an additional fee under
this Section 2 of this Rule. OIX shall not be required to refund any fee thatwas paid for a lapsed application.
2.1.5 Information from Other Sources
During the Application review process, OIX shall provide to the Applicant's
representative or representatives any information or document that OIX has obtained
from a source other than the Applicant and upon which OIX intends to base its decision
under Section 3, and shall provide the Applicant with the opportunity to supplement its
Application to address any issues raised in such information or document prior torendering its decision on the Application. All information received from the Applicant

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and from any third party sources is treated as Registration Information and Listing
Information for purposes of these Application Rules.
2.1.6 Additional Application Requirements for Non-U.S. based
Applicants
2.1.6.1 Because OIX is currently administered from within the
United States, applicants must:(i) pay any required fees associated with Membership Applicationin U.S. dollars, and(ii) file their application materials and other documents in English,
and provide links to documents and agreements that are submitted with theapplication in English and, upon request of OIX, in the other major
languages (excluding local dialects) that are used by the parties that areincluded in the Trust Communities that will be served by the Identity
Service Providers and any relevant Relying Parties and Data Subjects.
3. Application Review; Membership Decisions; Review Procedure
3.1 Standards for Admission
3.1.1 After considering the Application, other information and documents
provided by the Applicant, other information and documents obtained by OIX,
and the public interest and the protection of Data subjects, Relying Parties andTrust Frameworks, OIX shall determine whether the Applicant meets each of thefollowing standards:
3.1.1.1 For all Applicants for OIX Membership or for participation
as a Listed Member, that the application and all supporting documents are:(i) complete (taking into account the specific Registration Information andListing Information requirements associated with the particular
Application being filed), (ii) fully documented (including, where requiredby a particular Trust Framework, evidence of certification by OIX Listed
Assessors and (iii) accurate (based on Registration Information or Listing
Information, as applicable, provided to OIX).
3.1.1.2 The application of such other requirements, standards anddocumentation as shall be established by the OIX Board from time totime.
3.2 Granting or Denying Application
3.2.1 In reviewing an application for Membership, OIX shall consider
whether the Applicant meets each of the standards in paragraph 3.1.

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3.2.2 If OIX determines that the Applicant meets each of the standards inparagraph 3.1.1, OIX shall grant the application for Membership.
3.2.3 If OIX determines that the Applicant does not meet one or more of
the standards in paragraph 3.1.1 in whole or in part, OIX shall deny theapplication.
3.3 Decision
3.3.1 TimeOIX shall serve a written decision on the Membership or Listing Application, as the casemay be, within thirty (30) days after the filing of the completed Application.
3.3.2 Content
If OIX denies the Application, the decision shall explain in detail the reason for denial,referencing the applicable reasons.
3.3.3 Failure to Serve Decision
If OIX fails to serve a decision within ninety (90) days after the filing of an Applicationor such later date as OIX and the Applicant have agreed in writing, the Applicant may
file a written request with the OIX Board requesting that the OIX Board direct OIX toserve a decision. Within seven days after the filing of such a request, the OIX Board shalldirect OIX to serve its written decision immediately or to show good cause for an
extension of time. If OIX shows good cause for an extension of time, the OIX Board may
extend the ninety (90) day time limit by not more than forth five (45) days.
3.3.4 Service and Effectiveness of Decision
OIX shall serve its decision on the Applicant in accordance with these Application Rules.
The decision shall become effective upon service and shall remain in effect during thependency of any review until a decision constituting final action of OIX is issued underthese Application Rules.
3.3.5 Final Action
Unless the Applicant files a written request for a review under these Application Rules,
OIX's decision shall constitute final action by OIX.

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OIX MEMBER RULES
PART VLISTING SERVICE RULES
1. Listing Service Member Obligations
The OIX Listing Service is a publicly-accessible registry that provides a forum for (i)Trust Framework Authorities to present their Trust Frameworks, (ii) Identity Service
Providers and Relying Parties to present information about their certifications by third
party Assessors to provide services to various listed Trust Frameworks, (iii) Assessors
and Auditors to participate in rendering certifications and confirming continuing
conformity with Trust Framework requirements, and (iv) Dispute Resolution Service
Providers to present the services they offer with respect to resolving disputes between
parties involving a Trust Framework. The Listing Service is maintained by OIX for theuse of its Members and the public to enhance the development of the Trust Frameworkmarket by making available relevant information about that market as it develops.
In addition to the obligations described elsewhere in these OIX Member Rules, thissection describes the particular Listing Service obligations and responsibilities of Listed
Members to OIX, to each other and to the public.
2. Listing Information/Authorization/Accuracy
A Member may submit Registration Information and Listing Information, or change
Information about any Person or Entity for which they are authorized. By providing
and/or changing such Listing Information, a Member represents that they have obtained
full, complete and lawful consent to do so. Member will: (1) provide current, complete
and accurate Listing Information; (2) maintain and update this Listing Information asneeded to keep it current, complete and accurate at all times; and (3) not provide any
Listing Information that is unsuitable or may be used for harmful or unlawful purposes.
OIX (including its officers, directors and Affiliates), and other OIX Members are notresponsible for any consequences resulting from a Member’s failure to obtain consent tolist or change Listing Information or a Member’s publication of outdated, incomplete,misleading or inaccurate Listing Information (on the OIX website or otherwise). A
Member may change or remove Listing Information about such Member at any time on
the Listing Service by following the OIX Listing Service change procedures that are ineffect from time to time.
The person providing Listing Information must provide contact information as called forin the Participant Listing Application and Agreement. OIX has the right to communicate
with the Person so identified about the Listing Information they have provided or forother administrative purposes.

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3. How Listing Information May Be Used
Listing Information will be public and accessible by anyone. OIX has the discretion as towhat Information is presented on the OIX Listing Service, and not all Listing Informationthat a Member provides to OIX may be presented in the Listing Service. Listing
Information may be used by other Members and the public in accordance with the OIX
Listing Service and Website Terms of Use [link]. Changes or removal of Listing
Information that a Member makes (pursuant to the OIX Listing Information change
procedures that are in effect from time to time), will be incorporated into the Listing
Service, but the speed with which such changes are made may be affected by various
external factors. Accordingly, Members are asked to provide updated information as soon
as possible, in order to assure that the Listing Service presents the most current
information possible. Members are advised to consider that anyone who had previously
viewed or copied Listing Information may not see these subsequent changes or removals.
By providing OIX with Listing Information, a Member gives their permission, subject to
OIX Member Rule 1.B. for Listing Information to be included in the OIX Listing Service
and used as described above. MEMBERS SHOULD NOT INCLUDE ANY
INFORMATION IN LISTING INFORMATION THAT THEY DO NOT WANT IT
USED AS DESCRIBED ABOVE.
4. Dispute Policy
Member agrees that OIX is not responsible for resolving any disputes between any
Persons or entities that may have objections to the Listing Information included in the
Listing Service. If a Listed Member has provided Listing Information that anotherMember desires to have removed or changed, the other Member must resolve its concernswith that Listed Member.
Member agrees that, if the Listing Information provided by that Member is challenged byanother third party (a "Dispute"), that Member will be subject to the provisions specified
below or any OIX terms regarding disputes that may be in effect at the time of the
dispute. Each Member agrees that in the event a Dispute arises, that Member will
indemnify and hold OIX harmless from and against any Damages suffered or incurred by
OIX arising out of or related to such Disputes. If OIX is notified that a complaint has
been filed with a judicial or administrative authority regarding the Listing Information
provided by a Member, that Member agrees not to make any changes to such Listing
Information without the prior approval of OIX. OIX makes no endorsement or
representation or warranty regarding any Listing Information.
5. Reservation of Rights by OIX
OIX reserves the right to refuse to include any or all of a Member’s Listing Informationin the Listing Service and to remove or otherwise make changes to any Listing
Information for any reason associated with maintaining the integrity, consistency,
interoperability, scalability and other market-supporting features of the Listing Service, in
OIX’s sole discretion. OIX may cease to provide the Listing Service, or may terminate

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access to anyone for any unlawful or inappropriate use, or for any other reason in its sole
discretion.
6. Member Access to Listing Service
All Member use of the OIX Listing Service is subject to the terms of the Listing Service
and Web Site Terms of Use available on the OIX website at
http://openidentityexchange.org that are in effect at the time of each such use.
7. Participation in Listing Service
Members must complete the appropriate Listing Application and Agreement (either for
Participant Listing or Trust Framework Listing, as the case may be), and provide it to
OIX in the manner and within the time period specified in the relevant OIX Listing
Agreement Instructions.
Member acknowledges and agrees that Registration Information and Listing Information
may be used by OIX, and made available to other Members and the public consistent
with the rights granted in OIX Member Rule 1.B.
8. Update Listed Information
Listed Members will update the Information, including Listing Information, that pertains
to them on the OIX Listing Service in the manner described in Rule Part II, section 3.7.
9. Special Provisions applicable to specific types of Listed Members
A.
Members

Special Listing Service Rules provisions applicable to Listed Participant

No current special Listing Service Rules provisions apply to this category oflisting
B.

Special Listing Service Rules provisions applicable to Listed Trust
Framework Members

Members that seek to list a Trust Framework are required to complete a “Principles ofOpenness Acknowledgement,” made available by OIX, as the same may be amended
from time to time.
The current form of such Acknowledgement shall be as set forth in the Trust Framework
Listing Application and Agreement.

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OIX MEMBER RULES
PART VI
WORKING GROUP PARTICIPATION RULES
Working Groups, with Board approval, may establish special rules for governance,
voting, development processes etc. In the absence of such special rules, this Rule Part VI(and the other OIX Member Rules) will apply.
As the “default” rules for operation of OIX Working Groups, such rules may be amended
or modified with the approval of the OIX Board.
1. Working Group Participation.
OIX organizes and supports programs, initiatives, development workshops, ongoingdevelopment efforts, information services and group activities of various types(collectively “Working Groups”) each of which may result in one or more types of
output, report, program, or other deliverable (the "OIX Deliverables"). Working Groups
may be open to both OIX Members and Contributors. All Working Group participants are
subject to these rules and to the charter, operating rules and other requirements applicableto that Working Group as established by OIX from time to time.
2. Working Group Contributions and Output Licenses.
OIX welcomes input, suggestions and other feedback in written or oral form("Contributions") regarding the OIX Deliverables. Contributions by Members in
Working Groups are subject to the OIX Member Rules. Contributions by non-Members
in Working Groups are subject to the OIX Contributors Agreement. At the time ofWorking group formation, the Board (at its own initiative or upon the request of the Chairof the Working Group) will make a determination of the appropriate licensing
arrangements to put in place to cover both final and draft output of the Working Group,
the default form of license being to apply the Creative Commons Share Alike With
Attribution form of license in order to make the OIX Deliverables produced by theWorking Group most broadly available and usable to other Members, Trust Framework
industry stakeholders and the public.
3. Working Group Formation.
Working Groups may be established for the purposes of developing one or more OIX
Deliverables, as provided for in the OIX bylaws,
4. Notice of Working Group Initial Meeting.
OIX shall deliver a notice, at least fifteen (15) days prior to the initial meeting of a
Working Group, to all Members apprising them of the initial meeting. Any Member may
join the Working Group that is the subject of such notice by replying affirmatively tosuch notice. If a Member does not reply to the Secretary’s notice (and is therefore notincluded in the Working Group), it may later join the Working Group upon notice to theSecretary.

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5. Member Participation in Working Groups.
The Board (or a duly authorized committee thereof) will appoint a chairperson orchairpersons of each Working Group, or alternately, the Board may designate that theWorking Group shall elect a chairperson or chairpersons. Each Member shall be eligible,
through its designated representatives, to attend and vote Working Group meetings. The
Members that undertake to participate in the Working Groups agree that they shallreasonably cooperate to develop the Deliverables for the purpose of furthering the
purposes of OIX.
6. Voting.
Voting shall take place at meetings of the Working Group and may be done in person, viaroll call in a telephonic meeting or via e-mail. A quorum for voting purposes shall be asimple majority of the members of such Working Group. Measures put forth for vote,including the designation of a final version of a Deliverable, shall be considered approvedby a Working Group upon a majority vote of the quorum.
7. Contributions.
All Contributions to the Working Group, whether oral or in writing, shall be noted inwriting in the Minutes of a Working Group meeting. The submitting Member orContributor shall have shall have a maximum of twenty (20) days after publication ofsuch Minutes to withdraw its Contribution submission by communicating suchwithdrawal in writing to at least one of the Working Group chairpersons. Approval of a
final Deliverable shall not take place until such period has elapsed after the final
Contribution to the Deliverable.

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