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MEMBERSHIP TERMS

The Agreement applies to GFS Member identified on the Membership Form ("you, your, yours") and Dubai Future Foundation ("DFF", "us", "we" "our(s)").

IN THE SPIRIT OF COLLABORATION:

The terms below apply to your membership with GFS. The following is set out in more detail:

  • Membership is free.
  • You retain full ownership of any intellectual property that you create independently of GFS.
  • You will have joint ownership of any intellectual property that you create as part of your GFS membership.
  • You can terminate your membership at any time by giving us 30 days' notice.
  • These terms are governed by the laws of the Dubai International Financial Centre (DIFC).

References to a person or party include an individual, a partnership, a firm, a company, a corporation, any other body corporate and an unincorporated association of persons. References to a Party to this Agreement include references to the successors or permitted assigns (immediate or otherwise) of that Party. Together Section 1 (Membership Form) and Section 2 (Membership Terms) form integral part of this Agreement and any reference to Clause or Schedule means a Clause or Schedule to this Agreement respectively.

These Membership Terms should be read together with Section 1 (Membership Form) executed by you and together form the Agreement which applies to your membership with the Global Futures Society ("GFS").

RECITALS:

  • DFF has launched an initiative called the Global Future Society (GFS) which seeks to establish Dubai, and more specifically, the Museum of the Future (MOTF) as the global home for futurists and futurist organisations.
  • DFF continuously looks for collaborators to conduct research, produce collaborative studies and research reports, provide ideas for new futurist initiatives and programs and establish cross-collaborative dialogue with DFF, MOTF and other GFS members using the GFS platform (the Purpose).
  • You have been invited to join the GFS as a member subject to the terms of this Agreement.
  • By entering into the Agreement, you and DFF have agreed to mutually exchange Collaboration Services (defined below) for the Purpose, in accordance with these Membership Terms (the "Collaboration").
  • The Parties agree that this Agreement and each of the Sections of the Agreement (as detailed below) are governed by the Membership Terms as issued and amended by DFF from time to time.

DFF REPRESENTATIVES

For all matters related to your membership, please contact Global Futures Society:

By post: Dubai Future Foundation, 3rd Floor, Jumeriah Emirates Towers, PO Box 555509, Dubai UAE
By email: [email protected]
Legal notices: [email protected]

COMMENCEMENT AND TERM

This Agreement shall commence on the Effective Date (Membership Form) and shall continue and remain in full force and effect for a period of two (2) years, unless terminated earlier in accordance with this Agreement or otherwise agreed by the Parties in writing (the Term).

Upon mutual written agreement, the Parties may renew this Agreement, in whole or in part.

COLLABORATION SERVICES

DFF and GFS Member shall each use their reasonable endeavours to deliver Collaboration Services during the Term, which may include the following:

  • joint research initiatives that are of interest to all Parties;
  • promote knowledge exchange and share reports based on Research (defined below) and any other information related to the Collaboration Services;
  • participate in-person/or virtually (subject to pre-agreement on a case-by-case basis) in annual GFS events hosted at MOTF or at other locations, including participating in keynotes, discussion panels and other engagements;
  • publish materials and articles which cover events as they relate to the GFS on GFS Member's website and social media platforms;
  • use DFF branding (inclusive of MOTF and GFS branding) on GFS Member research reports prepared in relation to this Agreement, as approved by DFF in advance and in writing; and
  • consider proposals to run training sessions and workshops at the Dubai Future Academy, as part of the Dubai Future Experts Program or otherwise.

Jointly and severally the "Collaboration Services".

GOVERNANCE

GFS Member may be invited to join the GFS committee (the Board) comprised of a chairman and other GFS members consisting of constituent futurist organisations, independent futurists and technologists.

Any invitation to join the Board will be at DFF's sole discretion. Details relating to the administration and objectives of the Board will be shared with Board members by DFF.

DFF COMMITMENTS

During the Term, DFF will use reasonable endeavours to:

  • organise the members of GFS, including the onboarding of new members;
  • collate and coordinate information across GFS members;
  • provide GFS members with access to DFF and MOTF facilities as required, subject to availability, and in DFF's sole discretion at a preferential rate.

CONFIDENTIALITY AND ANNOUNCEMENTS

Each Party shall at all times keep confidential:

  • the terms of this Agreement; and
  • any and all Confidential Information.

If a party (Recipient) has since the Effective Date received directly or indirectly from the other party (Disclosing Party) any Confidential Information, the Recipient shall not use or disclose the Disclosing Party's Confidential Information for any purpose other than to perform its obligations under this Agreement. The Recipient shall ensure that its officers, employees or agents comply with the provisions of this clause, provided that the Recipient shall remain liable to the Disclosing Party in respect of any default by such officers, employees or agents in complying with the obligations of confidentiality set out in this clause.

Any documentation or other records (in whatever form) containing Confidential Information supplied to, or acquired by, the Recipient from the Disclosing Party shall be returned promptly to the Disclosing Party on termination of this Agreement.

The obligations on the Recipient set out in this clause shall not apply to any information which:

  • is publicly available or becomes publicly available through no act or omission of the Recipient;
  • the Recipient is required to disclose by order of a court of competent jurisdiction provided that it shall, to the extent permitted by law, immediately give written notice to the Disclosing Party of such requirement and consult and take into account reasonable requests of the Disclosing Party in relation to the form, timing, content and purpose of the required disclosure; or
  • the Recipient can show from its written records it already knew before the disclosure was made.

The provisions of this clause shall survive termination of this Agreement without limit in time.

THIRD PARTY FUNDING

During the Term and before seeking any funding from any source or person towards any Research, which is to be committed towards the Research, GFS Member must inform DFF and obtain its consent to pursue such funding.

If DFF approves GFS Member approaching third party funding parties then GFS Member must provide details of such proposed third-party funding including the amount of such funding, conditions by which such funding is granted and purposes to which such funding is to be applied, and GFS Member must receive prior approval from DFF prior to accepting any such third party funding.

THIRD PARTY COLLABORATION

During the Term, GFS Member may not engage in joint promotions or collaborations with any third party in relation to the Collaboration Services or any similar services without DFF's prior written consent.

INTELLECTUAL PROPERTY RIGHTS

GFS Member undertakes not to do or permit anything which may adversely affect the IPR of DFF or its Affiliates or assist or allow others to do so.

Subject to the licenses and other rights granted herein, all materials, data, documents, software and equipment provided or made available to the other Party as part of the Collaboration or under this Agreement that are in existence before the Effective Date or developed independently of this Agreement shall remain proprietary to the disclosing party (Pre-Existing Material).

Nothing in this Agreement will operate to assign or otherwise transfer or grant to either Party any rights in Pre-Existing Material or any Third Party Material. No license to use any IPR is granted or implied by this Agreement except the rights expressly set out under this Agreement.

The Parties agree that DFF and GFS Member shall be the joint owners of the IPR in the Collaboration Deliverables in equal and undivided shares. GFS Member shall execute and deliver to DFF any such documents or carry out all other acts or provide whatever assistance is required to give full effect to the joint ownership of the IPR related to such Collaboration Deliverables or to enforce or effectuate any of DFF's rights related to the foregoing.

Where a third party is or has been involved in supplying any part of the Collaboration Deliverables to the GFS Member, GFS Member shall ensure that such third party has irrevocably and unconditionally assigned to GFS Member all rights and interest worldwide in and to such Collaboration Deliverables and shall execute and deliver to GFS Member such documents or carry out all other acts or provide whatever assistance is required to give full effect to the transfer of ownership, evidence, record, and obtain the IPR related to such Collaboration Deliverables or to enforce or effectuate any of GFS Member's rights related to the foregoing.

If any such jointly owned Collaboration Deliverables is registrable, DFF shall be solely responsible for the filing and processing of applications for registration on behalf of the Parties and in their joint names in such countries, unless otherwise agreed between the Parties. DFF shall be solely responsible for the maintenance, enforcement, defence and renewal of any such registrations in such countries, subject to GFS Member co-operating in the provision of all necessary assistance, information and instructions and bearing an equal proportion of any fees and costs, including reasonable agents and lawyers' fees, in relation to such registrations, provided that:

  • if only one Party wishes to apply for registration in any country or countries, the Party wishing to apply may do so at its sole cost and expense on behalf of both Parties and in their joint names, and the Party not making such an application shall provide the Party making the application with all necessary assistance, information, and instruction;
  • neither Party shall amend or abandon any registration in respect of which the Parties are jointly registered without the other Party's written consent; and
  • the Party making an application for registration shall consult with the other Party at reasonable intervals concerning the application for and maintenance of such registration.
  • In the event of exploitation of the Collaboration Deliverables by or on behalf of DFF or GFS and GFS Member's Pre-existing Material and/or any Third Party Material is incorporated into such Collaboration Deliverables, GFS Member shall grant or procure to DFF and its Affiliates (including GFS and MOTF) the relevant licenses which (i) are non-exclusive, perpetual, sub-licensable, fully-paid up, royalty free (ii) entitle DFF and its Affiliates (including GFS and MOTF) to use and reproduce the Collaboration Deliverables and all such GFS Member's Pre-Existing Material which have been incorporated into the Collaboration Deliverables as DFF or such Affiliates may require for such exploitation and (iii) are fully paid-up and not subject to any on-going or additional fees, royalties or charges.

In respect of any IPR developed or otherwise created by GFS Member in respect of this Collaboration, including the Collaboration Deliverables, the commercialization of such rights shall be determined and negotiated in good faith by way of separate agreement between the Parties.

GFS Member shall notify DFF of any Result promptly in writing, in all cases not more than thirty (30) days after identifying any Result which GFS Member believes is patentable and will provide DFF with copies of that Result on a confidential basis.

GFS Member shall be solely responsible for:

  • clearing any Third Party Material incorporated into the Collaboration Deliverables, including without limitation, all scripts, reports, tests, publications, articles, literary works, clips, interviews, publicity rights, appearances and other pre-existing content and material, of whatever nature; and
  • obtaining written consents, waivers, releases, copyright assignments, covering all personnel, third parties, work and materials used by GFS Member in connection with the Collaboration Deliverables to permit DFF's full exploitation of the Collaboration Deliverables.

DFF grants to GFS Member a revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable limited license to use the DFF Marks during the Term and solely for the purposes related to carrying out the Collaboration Services in accordance with the terms and conditions of this Agreement. GFS Member shall use the DFF Marks strictly in accordance with any written instructions provided by DFF from time to time. GFS Member shall notify DFF of the potential use of the DFF Marks and obtain prior approval from DFF prior to such use. Any breach of these obligations shall be considered a material breach of this Agreement.

GFS Member agrees that DFF is the sole owner or licensor (as applicable) of the DFF Marks and GFS Member shall not do anything inconsistent with that ownership. All goodwill arising out of GFS Member's use of the DFF Marks shall inure to the sole benefit of DFF. DFF may revoke GFS Member's license at any time, in its sole discretion. Upon such revocation, GFS Member shall immediately cease and discontinue all further use of the DFF Marks as required by DFF.

If applicable, GFS Member grants to DFF and its Affiliates a fully paid-up, non-exclusive, sublicensable, non-transferable and non-assignable license to reproduce and display GFS Member Marks solely for the purposes related to the Collaboration. All goodwill arising out of DFF's, or its Affiliate's use of GFS Member Marks shall inure to the sole benefit of GFS Member and its licensors.

If GFS Member becomes aware of any infringement, suspected infringement, or alleged infringement in respect of any of the Collaboration Deliverables, then it shall notify DFF in writing within three (3) Business Days after it becomes aware of such information.

GFS Member undertakes to defend, indemnify and hold harmless the Indemnified Persons from and against any claim or action that the Collaboration Deliverables (or any part of thereof) infringes the Intellectual Property Rights of any third party (IPR Claim) and shall fully indemnify the Indemnified Persons from and against any and all losses, damages, fines, penalties, costs (including reasonable legal fees) and expenses incurred by or awarded against the Indemnified Persons as a result of or in connection with any IPR Claim.

PUBLICITY AND DFF BRANDING

GFS Member must not, without the prior written consent of DFF, apply DFF branding (inclusive of GFS branding) or the DFF Marks to the Research, and must obtain DFF's prior written approval for any publicity in connection with the Collaboration.

GFS Member shall acknowledge the support of DFF in any publications that arise from the Research or the Collaboration, and other forms of media communication, including media appearances, press releases and conferences, quoting the Research and/or Collaboration.

GFS Member shall inform and seek prior written approval from DFF before publication of any research papers associated with the Research.

PRIVACY

Each Party shall, at its own expense, ensure that it complies, and assists the other Party to comply, with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications and any other applicable legislation.

REPRESENTATIONS AND WARRANTIES

Each Party warrants and undertakes to the others that:

  • it has full authority to enter into this Agreement and is not bound by any Agreement with any third party that adversely affects this Agreement;
  • it shall carry out its roles and responsibilities with due care, skill and diligence, in a timely and professional manner and in accordance with any relevant industry best practices; and
  • it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under this Agreement.

Except as expressly provided in this Agreement, there are no conditions, warranties or other terms binding on the Parties with respect to the actions contemplated by this Agreement. Any condition, warranty or other term in this regard that might otherwise be implied or incorporated into this Agreement, whether by law or otherwise, is, to the extent that it is lawful to do so, excluded by this Agreement.

TERMINATION

DFF may terminate the Agreement at any time by providing GFS Member with thirty (30) days' written notice.

GFS Member may terminate this Agreement without reason at any time by providing DFF with thirty (30) days' written notice.

Any rights or obligations under the Agreement which are expressed to survive, or which otherwise by necessary implication survive the expiry or termination for any reason of this Agreement will continue after expiry or termination.

LIABILITY AND INDEMNITY

Nothing in this Agreement excludes or limits either Party's liability:

  • for fraud, theft or any similar dishonesty offence;
  • for death or personal injury caused by its negligence or that of its employees or agents; or
  • any other liability that cannot be excluded by Law.

GFS Member shall indemnify and hold harmless the Indemnified Persons from all claims, damages, liabilities, losses (including any loss of, or damage to, any property of, or injury to or death of, any person) and expenses of any kind whatsoever incurred or suffered by the Indemnified Persons arising from or in connection with any error or wilful or negligent act or omission by GFS Member or its personnel, representatives or subcontractors and/or any breach by GFS Member of this Agreement or applicable laws or arising out of the performance by GFS Member of its obligations under this Agreement.

Notwithstanding the exclusions included in this clause (above), DFF shall not be liable to GFS Member for any loss (including loss of goodwill, loss of profit, loss of any contract, loss of opportunity, loss of anticipated profits, revenue or costs of capital) as a result of termination of this Agreement or for any other reason.

FORCE MAJEURE

Neither Party will be liable for failure to perform or delay in performing its obligations under this Agreement to the extent that such failure or delay is due to any event beyond the reasonable control of the affected Party arising after the Effective Date of this Agreement, which could not have been reasonably prevented by the affected Party and completely prevents the affected Party from performing or fulfilling certain fundamental obligations under this Agreement (Force Majeure Event). The Parties agree that any circumstances arising from economic downturn or inability to make a payment arising as a result of the affected Party's own fault or negligence or due to a common, already known, already expected and/or foreseeable consequences of external forces (including but not limited to the COVID pandemic) does not constitute a Force Majeure Event.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC).

Any dispute, difference, controversy, or claim arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (the DIFC Courts). In particular, the Parties agree that:

  • the Small Claims Tribunal of the DIFC Courts will have exclusive jurisdiction where the value of the Dispute is equal to or less than AED500,000; and
  • the DIFC Courts will otherwise have exclusive jurisdiction in all other cases.

The Parties must continue to perform their obligations under this Agreement while any Dispute is being resolved, except that where the Dispute relates to an invoice, DFF may withhold payment until the Dispute is resolved.

GENERAL

Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and sent to (i) in the case of the GFS Member, the address stated on the Membership Form and (ii) in the case of DFF, the address included in these Membership Terms. A notice shall be effective upon evidenced receipt.

Except as expressly stated in this Agreement, a person who is not a Party to this Agreement may not enforce any of its terms.

GFS Member may not assign or sub-contract any of its obligations under this Agreement to any third party without the prior written consent of DFF.

DFF may assign, transfer, novate or otherwise dispose of any or all its rights, obligations and liabilities under this Agreement without the prior written consent of GFS Member.

This Agreement (Sections 1 and 2) sets out the entire agreement between the Parties in relation to the subject matter hereof and supersedes any previous agreement relating to the subject matter of this Agreement, whether written or oral. Each Party acknowledges and agrees that in entering into this Agreement it places no reliance on any representation or warranty in relation to the subject matter of this Agreement other than as expressly set out in this Agreement, nor shall it have any remedy in relation to the subject matter of the same save as expressly set out in this Agreement.

If any provision of this Agreement is held by any competent authority to be void, invalid or otherwise unenforceable, in whole or in part, it will be deemed to be severed from this Agreement without affecting the remainder of this Agreement which will continue in full force and effect.

No delay or failure by either Party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them, nor any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.

Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties for any purpose whatsoever and neither Party shall have the authority or power to make any representations or warranties in the name of the other Party or otherwise to bind (or attempt in any way to bind) the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.

No variation of this Agreement will be valid unless it is in writing and signed by or on behalf of each Party to this Agreement.

This Agreement may be executed in any number of counterparts each of which when executed and delivered will be an original, but all the counterparts will together constitute one and the same agreement.

DEFINITIONS AND INTERPRETATIONS

The following terms shall have the following meanings in this Agreement:

Term Definition
AED Means UAE dirhams, the lawful currency of the UAE.
Affiliates Means, in relation to a Party, its holding companies, its subsidiaries, the subsidiaries of each of its holding companies and any other entities or persons where the Party possesses directly or indirectly the power to determine the direction to be taken by these entities or persons.
Applicable Law Means applicable laws, enactments, decrees, orders (having the force of law), government acts, regulations, regulatory policies and guidelines, industry codes, regulatory permits and licences which are in force and apply to any of the activities that a Party undertakes pursuant to this Agreement.
Business Day Means any day other than a Saturday, Sunday or day declared as a public holiday, on which licensed commercial banks are open for business in the UAE.
Collaboration Deliverables Means, including but not limited to, any Research, Results, materials, concepts, data, designs, developments, documentation, drawings, hardware, writing, reports, improvements, information, inventions, programs, processes, software, techniques, technology, tools, research, initiatives, designs of physical and digital touchpoints, prototypes and experiment systems, solutions for existing and new challenges, products or any work product (whether in written, graphic or electronic form) which GFS Member delivers or otherwise produces, creates or develops in connection with the Collaboration Services.
Confidential Information Means (i) all information (written, oral or electronic) disclosed to it by the other Party and concerning the business and affairs of that other Party and its Affiliates, including but not limited to any information relating to a Party's (or its Affiliates’) operations, processes, plans, intentions, product information, know how, designs, trade secrets, software, market opportunities, customers and suppliers; and (ii) the provisions of this Agreement and the negotiations relating to it.
Effective Date Means the date stated on the Membership Form (Section 1) executed by the GFS Member.
IPR Means all intellectual property rights (registered or unregistered) including patents, registered designs, trademarks and service marks (whether registered or not), rights in the nature of unfair competition rights, copyright, database right, design rights, and all similar property rights including those subsisting (in any jurisdiction) in inventions, designs, drawings, performances, computer programs, semi-conductor topographies, confidential information, business names, goodwill and the style and presentation of goods or services and applications, and the right to apply for protection of any of the above rights, including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar and equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Indemnified Persons Means DFF, its Affiliates, representatives and subcontractors.
Marks Means all the logos, trademarks, and/or brand names of either Party and/or any of its Affiliates (whether owned by or licensed to such Party or Affiliate), including any accompanying or associated artworks, images, designs, words, slogans or catch phrases, as provided by a Party to the other in writing during the Term and licensed to the other pursuant to these Membership Terms.
MOTF Means the Museum of the Future, Dubai or Museum of the Future LLC, as the context requires.
Research Means the research to be carried out by GFS Member and DFF jointly as pre-approved between them as part of the Collaboration Services.
Results Means all information, data, techniques, know-how, results, inventions, discoveries, software and materials (regardless of the form or medium in which they are disclosed or stored) and any IPR identified or first reduced to practice or writing or developed in the course of the Research by GFS Member and/or any other party that was involved in the Research.
Third-Party Collaborator Means any organisation or person that is engaged by DFF or GFS to support or contribute to the Collaboration Services who is not a Party to this Agreement.
Third Party Material Means any materials, items or inputs used in the creation or production of the Collaboration Deliverables that are proprietary to a third party;