Terms of service.
Membership Terms & Conditions
These General Terms and Conditions of Membership (“Terms and Conditions” or “Agreement”) is a legal agreement between you/your organization (“you” or “your”), and the Technology Channel Sales Professionals, Inc., a not-for-profit 501(c)(6) corporation (the “TCSP”) which sets forth the terms and conditions of membership. You understand that the rights of membership, including the right to identify as a member of the TCSP, begin only when you have been notified that your application for membership has been accepted, and are subject at all times to your compliance with this Agreement.
Membership Classes and Annual Dues
TCSP membership is open to corporations, partnerships and other entities that are in the business of selling telephony and IT services of providers to which the TCSP member is contracted to act as an out-sourced sales entity. These members are categorized as “Regular Members.” Annual due
Membership is also open to Technology Solutions Distributors and telephony and IT service providers. These members are categorized as “Associate Members.”
Other interested parties (e.g., press, non-profit organizations, and government entities) that do not fall into one of the above categories are also welcome to join TCSP as “Affiliate Members.”
Membership Classes are defined in the bylaws for the TCSP (the “TCSP Bylaws”). The TCSP Bylaws may be amended from time to time. The current version of the TCSP Bylaws is published here. [note – insert link to bylaws]
Membership dues (“Annual Dues”) for each Membership Class are established by the TCSP from time to time.
Annual Dues are deductible as an ordinary and necessary business expense and are not deductible as charitable contributions.
Annual Dues are based on a 12-month period starting with the date the member first joins TCSP. Dues are not pro-rated. Dues for Regular Members is by credit card and auto renew at the annual anniversary of the joining date. Dues for Associate Members will be invoiced by TCSP.
Tt is understood and agreed that all dues paid by a member are nonrefundable. Membership cancellation is available by contacting the TCSP office.
Term of Your Membership
The term of this Agreement shall begin on the date the TCSP sends you notification that your application for membership has been accepted by the TCSP and shall end on the date of termination, expiration, or cancellation of your membership in the TCSP.
This Agreement shall remain in full force and effect, renewing annually, at the annual anniversary date of the TCSP’s acceptance of your application for membership. You shall be obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination, expiration or cancellation.
Termination for Cause. The TCSP shall have the right, in its complete and sole discretion, to terminate this Agreement or suspend your Membership upon breach of any provision of this Agreement. You shall be obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination.
Termination for Convenience. The TCSP shall have the right, in its complete and sole discretion, to terminate the Agreement for convenience five days after providing written notice to you; provided however, that in the event of an exercise of this right to terminate for convenience, the TCSP shall refund to you a pro-rata amount of fees and charges paid by you during the Membership Year in which the termination became effective to the extent such fees and charges are available. Any such refund due and payable to you shall be paid within thirty (30) days of the effective date of the termination of this Agreement.
Obligations of Members
Bylaws
You have reviewed and hereby approve and agree to abide by the bylaws of the TCSP (the “Bylaws”), as in effect and as amended from time to time, a copy of which is available from the TCSP. In the event of any inconsistency between this Agreement and the Bylaws, this Agreement shall be controlling.
Member Use of the ATA Member Marks
The TCSP is the exclusive owner of all right, title, and interest in and to the trademarks of the TCSP, which include, but are not limited to the following:
(a) The word mark TECHNOLOGY CHANNEL SALES PROFESSIONALS, INC.
(b) The word mark TCSP.
(c) The word mark TCSP Member.
(d) The design mark depicted below:
A logo with text and a cone
Description automatically generated with medium confidence
(collectively, the “TCSP Member Marks”)
The TCSP Member Marks and other marks of the Technology Channel Sales Professionals are protected by trademark and copyright laws and international trademark and copyright treaties, as well as other intellectual property laws and treaties and are the exclusive intellectual property of the TCSP.
Limited License for Members
During the Term, and subject at all times to your compliance with the terms of this Agreement, the TCSP grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, revocable, limited license to use the TCSP Member Marks to identify yourself as a TCSP Member (“Limited License”). Any use of the TCSP Member Marks inures to the benefit of TCSP and nothing in this Agreement, or in your use of the TCSP Member Marks, will give you any right, title, or interest whatsoever in or to the TCSP Member Marks, or in any confusingly similar marks, beyond the Limited License.
No Alteration of ATA Marks
You agree to use only the digital graphics files for the TCSP Member Marks provided to you or made available to you by the TCSP. You shall not alter the TCSP Member Marks except and you shall not use any marks that are confusingly similar to the TCSP Member Marks.
No Sponsorship, Endorsement, or Approval by the ATA
The TCSP Member Marks shall not be used to represent sponsorship, endorsement, or approval by the TCSP of any TCSP Member or product or service.
Disclaimer
THIS AGREEMENT, TCSP MEMBERSHIP, AND/OR ANY USE OF THE TCSP MEMBER MARKS DOES NOT AND SHALL NOT SIGNIFY ANY SPONSORSHIP, ENDORSEMENT, OR APPROVAL OF ANY MEMBER OR ANY PRODUCT OR SERVICE. THE TCSP MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTE, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF AUTHENTICITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, SAFETY, QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
The TCSP has the absolute right to revoke the Limited License at any time for any or no reason.
At your sole cost and expense, you shall immediately discontinue all use of the TCSP Member Marks upon the termination, expiration, cancellation, or suspension of your Membership or revocation of the Limited License.
Use and/or Disclosure of Contact Information
The TCSP collects business contact information, including, without limitation, e-mail addresses, telephone and facsimile numbers and physical addresses, pertaining to Members. Any such information provided by a Member maybe disclosed by the TCSP to other Members and Partners. By providing your business contact information to the TCSP, you have consented to such use and disclosure of the information you have provided.
Injunctive Relief and Other Compensation
You acknowledge and agree that your breach of any obligations under this Agreement shall cause damages of an irreparable and continuing nature to the TCSP, for which money damages will not provide adequate compensation. Therefore, in addition to any money damages to which the TCSP is entitled (which includes the TCSP’s right to recover its reasonable attorney’s fees), the TCSP also is entitled to an injunction to prohibit your continuing breach of the applicable covenant or otherwise to compel your specific performance under this Agreement. The TCSP shall have the right to obtain such injunctive compensation without having to prove any damages or post any bond. Additionally, in the event of any breach of this Agreement which relates to the use of the TCSP’s Member Marks, you shall be liable to the TCSP for liquidated damages in the amount of $1,000.00 for each day that the breach is continuing; and you further agree that these liquidated damages are not a penalty, but rather constitute a reasonable approximation of the TCSP’s actual damages which are not certain and which are difficult to measure with accuracy and (ii) are proportional to the probable loss to be sustained by the TCSP in the event of a breach.
Limitation of Liability
You agree that you will not sue the TCSP for injunctive relief or for any damages on any matter concerning the subject matter of this Agreement. In no event shall the TCSP be liable to you or any other for any damages of any type occurring directly or indirectly as a consequence of your actions pursuant to this Agreement, whether such actions are authorized or unauthorized pursuant to the terms of this Agreement.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE TCSP OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Miscellaneous
If any provision of this Agreement is held invalid or unenforceable, all other provisions shall remain valid, and this Agreement shall be enforced to the full extent allowable under applicable law and a substitute, valid, and enforceable provision most nearly reflecting the original intent shall be developed in place of the invalid provision. No modification to this Agreement is binding, unless in writing.
This Agreement shall be governed by and construed under, and the legal relations among the parties hereto shall be determined in accordance with, the laws of the State of South Carolina, excluding conflict-of-law principles that would cause the application of the laws of any other jurisdiction. In the event of any dispute that arises out of or is related to Your membership in the TCSP and/or these Terms and Conditions, you agree to submit to personal jurisdiction in the State of South Carolina and that the Circuit Court of Colleton County, South Carolina shall be the sole and exclusive forum for the resolution of any such dispute.
This Agreement is the entire Agreement between you and the TCSP relating to the subject matter herein and supersedes all prior and contemporaneous oral or written communications, proposals, and representations with respect to its subject matter, except for the Bylaws which are themselves integrated into and made a part of this Agreement.
The TCSP reserves the right to change this Agreement and/or its terms at any time and may eliminate the license granted herein with respect to you individually or all members collectively at any time. Any change to this Agreement and/or its terms shall be effective as of the date of posting to the website of the TCSP or actual notice to you, whichever is earlier.