• image
  • image
  • image
  • image
  • image

ChamberSelect, LLC

Participation Agreement and Binary Code License

CHAMBERSELECT, LLC ("CHAMBERSELECT”) IS WILLING TO PROVIDE MEMBER BENEFITS AND LICENSE THE SUPPORTING SOFTWARE IDENTIFIED BELOW TO THE ENDORSING ENTITY (“YOU”) ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS PARTICIPATION AGREEMENT AND BINARY CODE LICENSE.  PLEASE READ THE DOCUMENT CAREFULLY. YOU AGREE THAT THIS LEGAL DOCUMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.  INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AND YOU MAY BEGIN THE IMPLEMENTATION PROCESS. BY NOT SELECTING THE "ACCEPT" BUTTON SIGNIFIES THAT YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS. THUS THE IMPLEMENTATION PROCESS WILL NOT START.

1.0 PARTICIPATION AGREEMENT

1.1.      DEFINITIONS.  "Member Benefits" means the identified products and services provided by Third Parties and represented by ChamberSelect. Collectively the Member Benefits shall be known as the “Benefits Program”. “You” and “Your” shall refer to the endorsing entity. “Members” or “Member” means active dues paying members of the endorsing entity.

1.2.     Member Benefits. You agree to make available to your Members the Benefits selected. Benefits being provided and serviced by ChamberSelect may be added or deleted from time to time at its sole discretion.

1.3.     PROVISION OF BENEFITS. ChamberSelect shall make the Benefits Program currently provided by it available to Members on terms and at prices advertised in promotional materials being used by ChamberSelect and you to market these programs.

1.4.     AUTHORITY. You may not offer variations in price or sales terms for the Benefits Program that differ or conflict in any respect with prices or terms offered by ChamberSelect or terms set forth in any materials being used to market these programs.  Neither you nor your employees or agents shall make any warranties or representations that would obligate or bind ChamberSelect or any Third Party beyond those that are expressly set forth in the marketing materials being used to sell these programs.

1.5.     MARKETING. You shall use good faith efforts to assist ChamberSelect in marketing the Benefits Program currently available from ChamberSelect to your Members.  In connection with these marketing activities, you agree to provide ChamberSelect with a list, preferably in a generally accepted electronic data file format, of active Members determined to be in good standing and eligible to purchase the Benefits Program and to provide updates of these lists as requested, but not less frequently than semi-annual on, June 30, and December 31.  You shall also promote the sale of the Benefits Program by providing ChamberSelect (and its various program providers/suppliers), at no charge to the ChamberSelect, access to various forms of Member communications, including local events, tradeshows, member meetings, newsletters, e-mail lists, links to your websites and other forms of available communication.

1.6.     PROMOTIONAL MATERIALS. ChamberSelect shall provide you with such promotional materials as may be needed to assist ChamberSelect in marketing the Benefits Program to your Members.  No other promotional materials shall be used by you without the ChamberSelect's prior written consent, which may be granted or withheld at ChamberSelect's sole discretion.

1.7.     PERIODIC DISCUSSIONS. You shall meet with ChamberSelect representative(s) in person or by teleconference call from time to time to discuss sales activities and including without limitation, current marketing materials, sales forecasts, sales to date and customer relations issues.

1.8.     CUSTOMER COMPLAINTS. You shall promptly report to ChamberSelect any customer service complaints regarding the Benefits Program.

1.9.     SALES REPRESENTATIVES. ChamberSelect shall cause to provide, on a non-exclusive basis, sales representatives and/or independent agents acting on behalf of ChamberSelect to help market and sell the Benefits Program to Members, to assist such Members with purchases of the Benefits Program, and to provide all necessary purchase and/or enrollment forms and agreements.

1.10.  MEMBER PARTICIPATION. All eligible Members are authorized to purchase the Benefits Program offered by ChamberSelect and marketed with your assistance under the terms and conditions set forth in this Agreement.  The decision to purchase the Benefits Programs will be made directly by a Member and you shall have no liability or responsibility to a Member or ChamberSelect with respect to participation in the Benefits Program, the purchase of any Benefit or billings, payments or other issues related to the ongoing participation in the Benefits Program by a Member.

1.11.    MARKETING FEE. Following your participation in the Benefits Program for a period of twelve (12) consecutive months, ChamberSelect agrees to then provide a quarterly Marketing Fee equal to 5% of the commission earned by ChamberSelect for purchases of the Benefits Program by Members. The Marketing Fee shall be paid quarterly on or before the 25th day of the subsequent month following the close of the previous fiscal quarter based on the total the commission paid to ChamberSelect in the prior fiscal quarter. If quarterly earned Marketing Fee is less than ten dollars ($10.00) then no payment is made. Quarterly Marketing Fees do not accrue.

1.12.   EXCLUSIVE RELATIONSHIP. ChamberSelect is granted the exclusive right to market endorsed Benefits to your Members through your office and with the assistance of your representatives and shall be the only provider of such Member Benefits with whom you enter into an Agreement for purposes of promoting or endorsing these or similar types of programs to its Members.  The Benefits Program covered by this section shall be those Benefits that are currently being marketed and sold by the ChamberSelect as a part of the Benefits Program. Member-2-Member discount offerings are considered separate and distinct from the endorsed Benefits Program.

1.13.   RESTRICTIVE COVENANTS.I n the event that this Agreement is terminated for any reason, you agree to be bound by the following:

1.13.1.       USE OF CONFIDENTIAL INFORMATION. You acknowledge that you will have continuing access to Confidential Information concerning ChamberSelect's business accounts, customers, sources of new business and the manner in which the Benefits Program is organized and carried out. You will also have information concerning ChamberSelect's plans for the development of new products and sources of business.  During the term of this Agreement and for a period of two (2) years thereafter, you shall not, without the express written consent of ChamberSelect, publish, disclose, use or authorize anyone else to publish, disclose or use for its own benefit or for the benefit of any other entity or person not affiliated with the ChamberSelect, any Confidential Information.  For purposes of this Agreement, the term "Confidential Information" shall mean all information disclosed to you about the Benefits Program or known by you as a consequence of or through your involvement with the Benefits Program and not generally available to the public and including, without limitation, all financial information, current and prospective customer and vendor lists, computer and other program information, marketing research, development or business plans or proposals, sales forecasts, personnel information, contracts and contract terms, marketing strategies, pricing methods and determination, pricing information, identities and terms of dealing with any of the ChamberSelect's Third Party benefit providers or other providers and all information on current and prospective participants and their members.

1.13.2.      RETURN OF MATERIALS. Immediately upon the termination of this Agreement, you shall surrender and deliver to the ChamberSelect at its principal offices, or certify destruction of all tangible representations of Confidential Information, including information, memoranda, reports, records and other data of every kind and all copies thereof.

1.13.3.      COVENANT NOT TO DEVELOP COMPETING BUSINESS. The restrictions on competitive activity contained in this section shall not prohibit you from joining other existing programs or plans that will provide Benefits to your members. These restrictions shall limit your right to assist in developing, as an owner or in any other capacity, programs or plans that compete with those being offered by ChamberSelect at the time this Agreement is terminated. For a period of two (2) years from and after the termination of this Agreement, you covenant and agree that you will not, directly or indirectly, as an owner, participating member or in any other capacity, without the express written consent of ChamberSelect, assist in the organization, development or operation of any business organization that will sell or solicit or market to sell any Competitive Product for its own account or the account of any other party or business at the time of your departure.  For purposes of this Agreement, the term "Competitive Product” shall mean any group benefit program, product, service or plan, including but not limited to shipping services, health insurance, telecom services, internet connectivity, office supply or any other ChamberSelect sponsored or endorsed programs, products or services for business organizations or their employees that is existing or under development at any time with any insurance company, vendor, or other person or entity and that is the same as, similar to or in competition with the programs, services or products then being offered by the ChamberSelect.

1.13.4.      INJUNCTIVE RELIEF.  You agree that failure to strictly adhere to the terms of the restrictive covenants set forth above will result in substantial and irreparable injury to ChamberSelect and that any damages which would be suffered by ChamberSelect will be difficult to ascertain.  Therefore, it is agreed that upon the breach of any of these provisions, ChamberSelect shall have the right to obtain an injunction specifically enforcing these restrictive provisions and enjoining you from the continuing violation thereof.

1.13.5.      DEFENSE. The restrictive covenants set forth herein are the essence of this Agreement and should be construed as independent of any other provisions of this Agreement.  The existence of any claim or cause of action of you against ChamberSelect, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by ChamberSelect of the restrictive covenants contained herein.

2.0 BINARY CODE LICENSE

2.1.     DEFINITIONS.  "Software" means the identified above in binary form, any other machine readable materials (including, but not limited to, libraries, source files, header files, image files, and data files), any updates or error corrections provided by ChamberSelect, and any user manuals, programming guides and other documentation provided to you by ChamberSelect under this Agreement. “Use” or “Using” means storing, loading, installing, executing or displaying the Software or otherwise benefiting from using the functionality of the Software in accordance with the Documentation.

2.2.    PRODUCT DESCRIPTION.  This product may include (i) one or more software programs, (ii) one or more databases of map or chart data, (iii) one or more databases of other data, (iv) text and graphics, and/or (v) photographs (all such material is collectively referred to herein as the "Product").  Certain portions of the Product may be owned by ChamberSelect, and other portions of the Product may be owned by one or more third parties, and licensed to ChamberSelect for use as provided in this License.  Your use of the Product is subject to all of the terms and conditions of this License.

2.3.    LICENSE.  ChamberSelect hereby grants to you a non-transferable, personal, non-exclusive license without license fees to use the Product during the Term (as defined below) for your own benefit.  You assume full responsibility for the use of the Software and agree to use the Software legally and responsibly.  ChamberSelect expressly reserves any and all rights which it may have in or to the Product which are not expressly licensed by ChamberSelect to you hereunder, including but not limited to any and all such copyrights, patent rights and other intellectual property rights.  In no event shall you make any use of the Product for commercial purposes except as expressly permitted herein. ChamberSelect reserves all rights in the Software not specifically granted in this Agreement.

2.4.    RESTRICTIONS.  The Software is owned by ChamberSelect and all associated intellectual property rights are retained by ChamberSelect. Your License confers no title or ownership in the Software and should not be construed as a sale of any right in the Software.  You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of ChamberSelect and you will not acquire any rights to the Software except as expressly set forth in this License. No right, title or interest in or to any trademark, service mark, logo or trade name of ChamberSelect or its licensors is granted under this Agreement.  You agree that you will not attempt to reverse compile, modify, translate, or disassemble the Software in whole or in part or otherwise attempt to discover the source code of the Software.  Any such information supplied by ChamberSelect and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the ChamberSelect. Any such unauthorized use shall result in immediate and automatic termination of this license.

2.5.    THIRD PARTY WEBSITE ACCESS.  The Software allows you to access third party websites ("Third Party Sites"). Your access to and use of any Third Party Sites, including any goods, services or information made available from such sites, is governed by the terms and conditions found at each Third Party Site, if any.  Third Party Sites are not owned or operated by ChamberSelect.  YOUR USE OF THIRD PARTY SITES IS AT YOUR OWN RISK.  CHAMBERSELECT MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SITES.

2.6.    LIMITED WARRANTY.  ChamberSelect represents and warrants to you that (i) all portions of the Product are either owned by ChamberSelect or licensed to ChamberSelect pursuant to a license agreement which grants to ChamberSelect the right to grant to you the license described in this License Agreement, (ii) your use of the Product as described herein will not infringe upon any patent, copyright, trade secret or other proprietary right of any third party.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CHAMBERSELECT MAKES NO WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT OR ITS CAPABILITY, VALIDITY, ACCURACY OR RELIABILITY.  CHAMBERSELECT HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, AND YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BEAR THE ENTIRE RISK WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCT.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CHAMBERSELECT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE INFORMATION CONTAINED IN THE PRODUCT WILL BE ACCURATE, OR THAT YOUR SYSTEM WILL BE ABLE TO OPERATE THE PRODUCT WITHOUT INTERRUPTION.  Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.  This warranty gives you specific rights, and you may also have other rights, which vary from state to state.

2.7.    LIMITATION OF LIABILITY.  TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CHAMBERSELECT OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF CHAMBERSELECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  In no event will ChamberSelect's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement.  The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some states do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.

2.8.    SOFTWARE UPDATES. You acknowledge that, as determined solely by ChamberSelect, optional features of the Software may download, install, and/or execute applets, applications, software extensions, and updated versions of the Software from ChamberSelect ("Software Updates").  You consent to such updates as determined by ChamberSelect and acknowledge the Software Updates will be considered part of the Software and subject to the terms and conditions of this Agreement whether or not notice of such updates is provided.

3.0 GENERAL TERMS

3.1.     ACCEPTANCE. You acknowledge that you have read this entire Agreement, understand it, and that by selecting the “ACCEPT” button and by using the Software you agree to be bound by its terms and conditions. You agree that it is the complete and exclusive statement of the agreement between ChamberSelect and you, and supersedes any proposal or prior agreement, oral or written, and any other communication between ChamberSelect and you relating to the subject matter of this Agreement. No additional or any different terms will be enforceable against ChamberSelect unless ChamberSelect gives its express consent, including an express waiver of the terms of this Agreement, in writing signed by an officer of ChamberSelect.  This Agreement is deemed entered into in Norfolk, Virginia by both parties. You further agree that this Agreement may be updated in the future, with or without notice to you, and acknowledge and consent that such updates to this Agreement will be binding to you.  The current version of this Agreement shall be available for review at http://www.members-save.com/web/content/images/files/Participation_Agreement_and_Binary_Code_License.pdf. Should any provision of this Agreement be declared unenforceable in any jurisdiction, such provision shall be deemed severable from this Agreement and shall not affect the remainder hereof.

3.2.    TERM.  The term of the Agreement will commence upon your acceptance of the terms of this Participation Agreement and Binary Code License and will continue indefinitely thereafter unless and until the Term shall be terminated as provided herein.  The Term may be terminated as follows:

3.2.1.         You may terminate the Term at any time, with or without cause, effective the first of the month following 60 days of written notice of termination to ChamberSelect by e-mail at This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

3.2.2.        The Term shall terminate immediately and without notice if (i) you shall be in breach of any material provision hereof, (ii) you shall file a voluntary petition in bankruptcy, any involuntary petition in bankruptcy shall be filed against you, or you shall be adjudicated bankrupt, (iii) you shall become insolvent, shall make an assignment for the benefit of your creditors, or shall make any arrangement pursuant to any bankruptcy or insolvency law, or (iv) a receiver shall be appointed for you or your business.

3.2.3.        Either party may terminate this Agreement immediately should any Software become, or in either party’s opinion be likely to become, the subject of a claim of infringement of any intellectual property right.

3.3.    EFFECT OF TERMINATION OF THE TERM.  All of the provisions of this Agreement, which are not expressly limited to the period of the Term, including without limitation the provisions regarding restrictive covenants, disclaimers of warranties, limitations of liability, remedies and proprietary rights, shall survive the termination of the Term.  Promptly following the termination of the Term, you shall remove any and all access to the product via web and any other electronic connectivity.

3.4.    TRADEMARKS AND LOGOS.  You acknowledge and agree as between you and ChamberSelect that ChamberSelect owns certain related trademarks, service marks, logos and other brand designations ("Trademarks"). You agree to comply with the ChamberSelect Trademark and Logo Usage Requirements and acknowledge any use of the Trademarks not addressed in this Agreement must be pre-approved in written form by ChamberSelect prior to any such usage. Any use you make of the Trademarks inures to ChamberSelect's benefit.

3.5.    ARBITRATION.  If any dispute or controversy shall arise between ChamberSelect and you with respect to the Product, this Agreement, or any rights or obligations hereunder, and if such dispute or controversy shall not have been resolved within ten (10) business days next following the date upon which such dispute or controversy shall have arisen such dispute or controversy shall be submitted to the Norfolk, Virginia office of the American Arbitration Association for arbitration by one arbitrator in accordance with the American Arbitration Association's commercial arbitration rules as then in effect.  Such arbitrator shall be authorized to award any relief which he or she may deem proper in the circumstances, without regard to the relief that would otherwise be available in a court of law or equity, including without limitation an award of money damages, equitable relief, attorneys’ fees, and other arbitration and litigation costs and expenses.  Any such award, and the findings of such arbitrator shall be conclusive and binding upon the parties hereto, and judgment upon such award may be entered in any court of competent jurisdiction, which is described in Paragraph 3.6 below.  Notwithstanding the foregoing, ChamberSelect shall have the right to file an action in a state or federal court described in Paragraph 3.6 below, without submitting such dispute or controversy to arbitration, if in good faith ChamberSelect seeks a remedy in nature of a temporary restraining order or a temporary or permanent injunction.

3.6.    GOVERNING LAW.  This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the Commonwealth of the Virginia, without regard to its conflicts of laws provisions.  Any litigation regarding the interpretation, breach or enforcement of this Agreement or of any arbitration award issued shall be filed in a state court of appropriate jurisdiction located in Norfolk, Virginia or in a federal court of appropriate jurisdiction in Norfolk, Virginia, and each of the parties hereto hereby submits itself to the exclusive jurisdiction of such courts for such purposes.

3.7.    ASSIGNMENT.  Your rights and obligations hereunder are personal to you and are not subject to voluntary or involuntary alienation, transfer, delegation or assignment by you.  For purposes hereof, your rights and obligations hereunder shall be deemed to be alienated, transferred, delegated or assigned if you shall be merged or consolidated with or into any other entity, or if you shall be controlled by any person or entity other than the persons and entities which control you as of the date hereof.  The rights and obligations of ChamberSelect hereunder shall inure to the benefit of and be binding upon ChamberSelect's successors and assigns.

3.8.    WAIVER.  Failure to insist upon strict compliance with any of the terms or conditions hereof shall not be deemed a waiver or relinquishment of such term or condition, nor shall any waiver or relinquishment of any right or remedy hereunder at any one or more times be deemed a waiver or relinquishment of such right or remedy at any other time or times.