These Terms and Conditions for Industry Programs (these “Terms”) apply to industry programs administered by ONS (each a “Program”), including but not limited to ONS Corporate Council and ONS Industry Relations Panel. By applying to participate in a Program, and as a condition of participating in the Program, you agree and intend to be legally bound to these Terms.
1. Program; Benefits. The Program runs on a calendar year basis, beginning on January 1 and ending on December 31, unless proration is approved by ONS in writing. Program membership may not be shared, transferred, or assigned (and any attempts will be voidable by ONS) and Program membership does not extend to your parents, subsidiaries, affiliates, divisions, branches, chapters, or other related organizations. Program benefits may change from time to time in ONS’s discretion.
2. Fees. Program fees are non-refundable. Unless otherwise stated in your written agreement with ONS concerning the Program, you shall pay all undisputed invoices within 30 days. You shall also pay any applicable taxes, other than taxes on ONS’s income, unless you provide valid proof of tax exemption. To dispute an invoice, you must notify ONS by emailing email@example.com within 15 days from the invoice date, describe the dispute in detail, work diligently and in good faith to resolve the dispute, and pay the undisputed portion. Except to the extent prohibited by applicable law, you are responsible for ONS’s collection costs, including reasonable legal fees in connection with undisputed overdue amounts. ONS may condition Program benefits in whole or in part upon timely receipt of all applicable fees.
3. Use of Names. If you provide any trademarks to ONS in connection with the Program, you permit ONS to use those trademarks in connection with the Program, and ONS may publicly refer to you as a Program member. For any trademarks you provide to ONS, you state that the trademark and its use under these terms will not violate the intellectual property rights of any third party. You are responsible for providing ONS with any brand or usage guidelines. If you do not provide ONS with trademarks to use in connection with the Program, or if you unreasonably withhold, delay, or condition permission, you may not receive all benefits associated with the Program; in such case, you will not be entitled to refund or credit and ONS will have no liability to you. The following are trademarks of ONS and may not be used without ONS’s prior written consent or as provided by these Terms: ONS, Oncology Nursing Society, ONS Congress, ONS Bridge, ONS Corporate Council, and ONS Industry Relations Panel.
4. Termination. ONS may terminate your membership in the Program upon written notice if you materially breach these Terms and fail to cure the breach within 30 days after ONS notifies you of the breach (or immediately if the breach is incapable of cure). Failure to pay amounts due is a material breach. In addition, ONS may terminate your membership in the Program without cause, in which case ONS will, as its sole liability and your exclusive remedy, issue you a refund for any prepaid fees for the terminated portion of the Program. Provisions that by their nature survive expiration or termination will so survive, including payment obligations.
5. Disclaimers; Limitations of Liability. The Program is provided “as is” without warranty of any kind, whether express, implied, or arising from statute, course of dealing, course of performance, or usage of trade, including but not limited to any warranty of merchantability, fitness for a particular purpose, availability, reliability, or non-infringement. ONS’s entire liability for the Program or any claims arising out of or relating thereto will not exceed the amount paid for the Program giving rise to the liability. ONS will not be liable for any indirect, incidental, consequential, liquidated, or punitive damages. These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, indemnity, or otherwise, and will survive and apply even if damages were foreseeable or any remedy fails of its essential purpose. To the extent your written agreement with ONS concerning the Program imposes any defense or indemnity obligations on ONS, those obligations apply only with respect to third-party claims and not direct claims. These limitations apply to the fullest extent permitted by applicable law.
6. Governing Law. Unless otherwise stated in your written agreement with ONS concerning the Program, Pennsylvania law (excluding conflicts of law principles) governs the Program and any disputes arising out of or relating thereto. Neither the Uniform Computer Information Transactions Act as adopted in any jurisdiction nor the United Nations Convention on Contracts for the International Sale of Goods (CISG) will apply.
7. Relationship to Other Documents. If you have a written agreement with ONS concerning the Program, these Terms are automatically incorporated by reference into that written agreement as if they were fully set forth therein, notwithstanding any integration clause in the written agreement or other language that would purport to exclude these Terms. Unless otherwise stated in the written agreement, if there is a conflict between these Terms and the written agreement, the written agreement will control. However, if the written agreement purports to require any of the following, such requirements will be of no force and effect, but if they are given force or effect, then your execution or acceptance of the written agreement will be deemed to satisfy any such requirements: that these Terms be signed or initialed by you; that these Terms be attached in their entirety to the written agreement; that these Terms call out by reference, section number, or otherwise the portion of the written agreement affected by these Terms. A written agreement does not serve as a precedent for any future agreements between you and ONS. Except as expressly stated in this paragraph, these Terms control over any other document between ONS and you concerning the Program (including but not limited to a purchase order, confirmation, letter of agreement, letter of request, sponsorship agreement, services agreement, or other written agreement), even if such document does not reference or incorporate these Terms.
8. General. Through the Program, ONS acts as an independent contractor and is not your agent, partner, or joint venturer. These Terms do not contemplate any third-party beneficiaries. If a party asserts a claim against the other party to enforce these terms and those efforts result in a court judgment, the non-prevailing party will additionally be liable for all costs and expenses, including reasonable attorney’s fees, incurred by the prevailing party to obtain that judgment. The Program is subject to circumstances beyond ONS’s reasonable control (including, but not limited to, acts of God, labor strike or other labor disturbance, war, fire, flood, power surge or failure, internet failure of connectivity, or the act or omission of any third party). Any provision in these Terms held to be unenforceable is severable and will not affect the enforceability of other provisions. These Terms are to be interpreted without any construction against the drafter. ONS’s delay or failure to enforce these Terms will not constitute a waiver. Any handwritten, typewritten, or redlined/blacklined changes to these Terms are invalid. These Terms, together with your written agreement with ONS concerning the Program (if any), are the entire agreement between the parties regarding the subject matter hereof, superseding all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
* * *
Updated: April 17, 2023