MEMBERSHIP APPLICATION AND AGREEMENT
This OIX Membership Application and Agreement (this “Agreement”) when signed by the Applicant
and accepted by Open Identity Exchange, a Washington not-for-profit corporation (“OIX”), constitutes a binding
contract between OIX and the undersigned (the “Applicant”). Membership rights, privileges and obligationscommence when the Agreement is accepted by OIX (the “Effective Date”), at which time the Applicant is
considered a “Member” of OIX. References to “Applicant” and “Member” are used interchangeably herein toestablish rights and obligations of the parties.
I. Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings
specified or referred to in the OIX Member Rules (as defined below).
II. Agreements of Applicant. Applicant, in consideration of becoming a Member of OIX and subject to
OIX’s acceptance and execution of this Agreement, hereby covenants and agrees to and for the benefit of OIX as
follows (which agreements shall survive any termination of this Agreement and any withdrawal or removal ofApplicant as a Member of OIX):
a. OIX Bylaws, Member Rules. Applicant agrees to be bound by and comply with the Bylaws, OIX
Member Rules and other policies developed by the Board in accordance with the Bylaws (“Policies”) applicable
to Members as they appear at www.openidentityexchange.org as of the Effective Date, or as any of the foregoingappear after being amended thereafter. The Member acknowledges that some of its obligations under the Bylaws,
Member Rules and Policies may survive the termination of this Agreement and its Membership in OIX.
b. Dues and Fees. Applicant agrees to pay, when due, all applicable OIX membership fees and dues.
c. Notification of Non-Compliance. Applicant agrees to promptly notify OIX of any action or event
which will cause, or has caused, Applicant to cease to be in compliance with any OIX Member Rules applicableto Listed Members.
d. Acceptance by OIX. Applicant understands and agrees that this Agreement and Applicant’s
admission as a Member of OIX is subject to acceptance by OIX. This Agreement shall only become binding on
OIX when and if accepted and executed by OIX.
e. Removal or Withdrawal as Member. Applicant understands and agrees that Applicant may beremoved (or withdraw) as a Member of OIX in accordance with, and subject to the provisions of, the applicableOIX Member Rules.
f. License; Registration Information. Applicant hereby grants (on behalf of itself and its Affiliates) toOIX, and OIX hereby accepts, a non-exclusive, personal, worldwide, royalty-free license to use the Applicant’s
corporate logos, Web site address, trade names, and trade/service marks that it provides to OIX in connection withthe display of information on the OIX Membership Directory, the OIX Listing Service and the OIX website
subject to the terms set forth in the OIX Member Rules. Applicant also hereby grants (on its behalf and that of itsAffiliates) to OIX the applicable licenses to the Registration Information and Listing Information of Applicant
subject to the terms set forth in the OIX Member Rules.
g. Limitation of Liability. IN NO EVENT SHALL MEMBER, ANY OTHER MEMBERS,OIX, ANY CONTRIBUTORS, OR THE SECRETERIAT BE LIABLE TO ANY OTHER MEMBER,MEMBERS, ANY CONTRIBUTORS, OIX, OR THE SECRETERIAT FOR ANY INDIRECT,SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KINDARISING OUT OF OR RELATED TO THIS AGREEMENT, OIX PROGRAMS, OR APPLICANT’SMEMBERSHIP IN OIX, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OIX Membership Application and Agreement 2012-03-22

THE MAXIMUM AGGREGATE LIABILITY OF OIX AND THE EXCLUSIVE REMEDYAVAILABLE TO MEMBER IN CONNECTION WITH THE AGREEMENT FOR ANY AND ALLDAMAGES, INJURY, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND/ORCAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH OIX PROGRAMS OR THISAGREEMENT, SHALL BE TO RECOVER THE ACTUAL DAMAGES COMPANY INCURRED UP
TO, BUT NOT EXCEEDING, AN AMOUNT EQUAL TO THE ANNUAL MEMBERSHIP FEES,DUES AND MEMBER LISTING FEES PAID BY MEMBER TO OIX UNDER THIS AGREEMENT.
THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THISAGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.
III.
Representations and Warranties of Applicant.
Applicant, in consideration of becoming a Member of OIX and subject to OIX’s acceptance and execution of thisAgreement, hereby represents and warrants to OIX as follows:a. Authority; Binding Obligation. Applicant has the requisite power and authority to execute anddeliver this Agreement and to perform its obligations as a Member of OIX. Subject to acceptance and executionof this Agreement by OIX, this Agreement constitutes a valid and binding obligation of Applicant enforceable
against Applicant in accordance with its terms.
b. Rights to Registration Information. Applicant owns or has sufficient legal interest in the rights thatare subject to the licenses provided for herein for it to make the grants described herein so that OIX’s use of theRegistration Information in a manner consistent with the description in this Agreement will not constitute aninfringement.
c. Accuracy of Registration Information. The Registration Information of Applicant is accurate andcomplete in all material respects and does not contain any untrue statement of a material fact, or omits to state any
material fact necessary to make the statements contained therein not misleading.

Applicant hereby offers this Agreement to OIX and, subject to acceptance andexecution of this Agreement by OIX, agrees, by its signature in the “Member
Authorization” box below to become a Member of OIX in accordance with theterms of this Agreement. Applicant also hereby consents to the receipt of notices

from OIX by electronic mail at the e-mail address for the primary contact set forth below(such consent is effective until Applicant gives specific written notice to OIX revoking suchconsent).

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1.

Membership Fee

Select ONE checkbox indicating your membership class and organization type:Executive Member
General Member
Professional Service Provider
Trust Framework Authority

Commercial(=>50 employees)

Commercial(<50 employees)

Government

Academic/Non-Profit

 $50,000
 $10,000
 $10,000
 $10,000

 $50,000
 $1,000
 $1,000
 $1,000

 $50,000
 $2,000
 $2,000
 $5,000

 $50,000
 $1,000/$3,0001
 $1,000
 $1,000

Note 1: The membership fee is $3,000 for Academic Federation Assessors. The membership fee includes up to 12 certification listings. Contact the help
desk help@openidentityexchange.org for more information.

2.

Method of Payment and Terms*

Select one option below:□ Check attached□ Wire Transfer (Please add an additional $20.00 USD for all wire transfers)□ Please invoice
PO#: ______________________________________________The term of membership is one year, expiring on the 365th day from the date of acceptance of the application (the“Membership Renewal Date”). OIX will invoice Member for the then-current membership renewal fee ninety(90) days prior to the Membership Renewal Date and Member’s payment thereof constitutes a renewal of themembership. Failure to make a timely membership renewal payment is cause for suspension of the membershipand all of the member’s listing(s) upon the Membership Renewal Date and termination of the membership and allof the member’s listings 45 calendar days after the Membership Renewal Date (“Membership Renewal GracePeriod”). A 10% penalty will be applied for reinstating a suspended membership and all the member’s listings
during the Membership Renewal Grace Period.
*This is a summary only; for the complete rules governing payment and accounting see Part II, section 3 of the OIX Member Rules.

3.

Member Authorization

Company or Organization: ______________________________________________________________Name (Authorized Signor)* _____________________________________________________________
Title: _______________________________________________________________________________
Signature: _______________________________________________ Date: ______________________
Mailing Address for Invoice: ____________________________________________________________
Email Address for Invoice: ______________________________________________________________* The signatory listed above MUST be a registered contact in the section below.

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4.

Member Contact Information

Please enter at least one contact and as many as three contacts for your organization. Please indicate thecontact type for each contact you enter.
Contact Type (you may check as many as apply):□ Primary Contact□ Secondary Contact□ Billing Contact

Name: ______________________________________________________________________________
Title: _______________________________________________________________________________
Telephone Number: ____________________________________________________________________Fax Number: _________________________________________________________________________
Email Address: _______________________________________________________________________
Contact Type (you may check as many as apply):□ Primary Contact□ Secondary Contact□ Billing Contact

Name: ______________________________________________________________________________
Title: _______________________________________________________________________________
Telephone Number: ____________________________________________________________________Fax Number: _________________________________________________________________________
Email Address: _______________________________________________________________________Contact Type (you may check as many as apply):□ Primary Contact□ Secondary Contact□ Billing Contact

Name: ______________________________________________________________________________
Title: _______________________________________________________________________________
Telephone Number: ____________________________________________________________________Fax Number: _________________________________________________________________________
Email Address: _______________________________________________________________________OIX Membership Application and Agreement 2012-03-22

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5.

Anticipated Trust Framework Role(s)The following information is for OIX information purposes only and is not binding for any TrustFramework Listing (Trust Framework Listings are submitted separately using the OIX Trust Framework
Listing Application and Agreement). Please select the checkboxes below corresponding to the role(s)that your organization anticipates fulfilling for one or more trust frameworks (you may check as many asapply):□ Identity Service Provider□ Relying Party□ Academic Federation Assessor
6.

□ Assessor□ Auditor□ Dispute Resolution Service Provider

OIX Member Licensed Trademarks

Attach to this form a description of any Trademarks, Logos, and other related material that is licensed
for use in OIX Listing Service under OIX Member Rules III, section 5.2.

7.

Acceptance

Submit this completed Application and Agreement to:Open Identity Exchange
2400 Camino Ramon, Suite 375
San Ramon, CA 94550
Fax: 925.275.6691
Email: help@openidentityexchange.org
A countersigned copy will be returned once it is accepted and payment is received by OIX.

ACCEPTED:OPEN IDENTITY EXCHANGE
By

Dated: _________________Its

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