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Membership Application FormMembership Application Form

FLIP Overseas Membership Application Form

Please complete the following Membership Application Form. (items with * are the required items.)


1 Language for FLIP Program* Please select the language from either English or Japanese which you want to use for the FLIP programs.
English
Japanese
2 Language for General Technical Support (Q&A Service)* Please select the language from either English or Japanese which you want to use for general technical support (Q&A service) on the FLIP programs.
English
Japanese
3 Type of Member*
Corporate Overseas Member
Individual Overseas Member
4 Operation Confirmation of LAN connection for FLIP program*(Note1)
Confirmed
Not confirmed (I wish to confirm operation beforehand with the protection dongle for rent)
Not confirmed (I do NOT confirm operation with the protection dongle. There is no problem with LAN connection.)
5 Name of Organization (Company, University, etc.)* If you apply for the membership as an individual, please enter "Individual Overseas Member".
6 Name of Representative of Organization* If you apply for the membership as an individual, please enter "Individual Overseas Member".
7 Name of Responsible Person* Please enter the name of the person who has the authority on admission to the FLIP Consortium Overseas Membership.
8 Title of Responsible Person* (i.e. president, general manager, etc.)
If you apply for the membership as an individual, please enter "Individual Overseas Member".
9 Mailing Address*
10 Country*
11 ZIP code*
12 Name of Contact Person*
13 Prefix of Contact Person*
Mr.
Ms.
Dr.
Prof.
14 Division of Contact Person
15 Title of Contact Person
16 TEL*
17 E-mail*
18 Name of Person for Q&A Service*
19 Prefix of Person for Q&A Service*
Mr.
Ms.
Dr.
Prof.
20 Division of Person for Q&A Service
21 Title of Person for Q&A Service
22 TEL*
23 E-mail*
24 Registration of Additional Person for Q&A Service* Additional person(s) up to nine persons can be registered for Q&A service with additional fee per person.
Need
Not Need
25 Reference*
(Our International Advisors) (Note 2)
Prof. W. D. Liam Finn
(University of British Columbia, Canada)
Prof. Michael Pender
(University of Auckland, New Zealand)
Prof. Steven L. Kramer
(University of Washington, USA)
Prof. Alain Pecker
(Ecole Nationale des Ponts et Chaussees, France)
Prof. Kenichi Soga
(University of California, Berkeley, USA)
Prof. Masyhur Irsyam
(Institut Teknologi Bandung, Indonesia)
Prof. Meei-Ling Lin
(National Taiwan University, Taiwan)
Prof. Kyle M. Rollins
(Brigham Young University, USA)
(Note 1) The Overseas Member will receive 10 licenses to use the FLIP programs in the load module and can simultaneously run the programs in a maximum of ten computers connected with LAN, i.e. connected through common segment and capable to communicate without a rooter or similar device (in the vicinity with each other or on the same floor). If you want to run the FLIP programs using computers through LAN connecting one department and other distant departments in the same organization, such as New York office and San Francisco office, the FLIP programs may not work normally depending on your network condition. For confirmation of operation through LAN, we have prepared a protection dongle for rent. If you want to confirm operation, please check “Not Confirmed (I wish to confirm operation beforehand)”. We will send you a protection dongle for rent for operation confirmation.

(Note 2) Admission to the Overseas Membership is subject to the approval by the president or the director in charge of the FLIP Consortium and needs the recommendation by the reference. Please select one international Advisor from the list as your reference.
Our International Advisors  http://www.flip.or.jp/en/e_advisors.html
Before applying for the Overseas Membership, please check the following "FLIP Consortium Overseas Membership Terms and Conditions" and "Articles of Incorporation".
If you accept the following documents, select the checkbox below and press "Send" button.



FLIP Consortium Overseas Membership Terms and Conditions

Effective Date: October 23, 2017
Revised on: April 2, 2018
Revised on January 18, 2019

These FLIP Consortium Overseas Membership Terms and Conditions (these “Terms and Conditions”) set forth the terms and conditions for the rights and obligations between the General Incorporated Association FLIP Consortium (the “FLIP Consortium”) and (i) the Overseas Members or (ii) the Applicants defined in Article 2.

Article 1. Introduction
1. The aim of the FLIP Consortium is to promote academic and engineering science through research and development on upgrading and the advanced use of the computer programs “Finite Element Analysis Program of LIquefaction Process/Response Of Soil-Structure Systems during Earthquakes” (the “FLIP ROSE® Program”) and “Finite Element Analysis Program of LIquefaction Process/Total and Updated Lagrangian Analysis Program of LIquefaction Process” (the “FLIP TULIP® Program”), thereby advancing the state-of-practice in evaluating seismic performance of social infrastructures. The FLIP Consortium will be engaged worldwide in the activities as set forth in Article 3 in the Articles of Incorporation of the FLIP Consortium (the “Articles of Incorporation”).
2. The Overseas Member and the Applicant shall agree to and abide by these Terms and Conditions.
3. The FLIP Consortium will provide the FLIP Member Services defined in Article 2 to the Overseas Member in accordance with these Terms and Conditions.

Article 2. Definitions
1. The “Overseas Member” shall be “Overseas Juridical Person” or “Individual in Overseas” as defined by Article 6 of the Articles of Incorporation who obtained the approval of the FLIP Consortium to its admission to Overseas Membership as set forth in Article 3. The Overseas Member will be a member of a sub-group of the “User Members” of the FLIP Consortium.
2. The “Applicant” shall mean “Overseas Juridical Person” or “Individual in Overseas” as defined by Article 6 of the Articles of Incorporation who endorses the aim of the FLIP Consortium and applies for admission to Overseas Membership.
3. The “Overseas Membership” shall be granted to the Overseas Member subject to the provisions of these Terms and Conditions. The Overseas Membership shall be only effective in and shall be limited to each registered country or region-equivalent (as adopted by the Olympic Games).
4. The “FLIP Programs” shall mean the whole of FLIP ROSE® Program, FLIP TULIP® Program, related preprocessors and postprocessors excluding the programs updated or enhanced by the one other than the FLIP Consortium or the programs which are not approved by the FLIP Consortium.
5. The “FLIP Member Service” shall mean the following services provided to the Overseas Member by the FLIP Consortium set forth in Item (2) of Article 3 in the Articles of Incorporation;
(a) Providing the FLIP Programs and related manuals;
(b) Allowing the use of the FLIP Programs;
(c) Hosting workshops on the use of the FLIP Programs and working groups on advanced application of the FLIP Programs; and
(d) Offering the general technical support on the use of the FLIP Programs (the “Q&A Service”).
6. The “Protection Key” shall mean a USB-type software security and license enforcement protection key which enables the Overseas Member to run the FLIP Programs as computer programs on the Overseas Member’s computer or similar device.
7. The “Fiscal Year” shall mean the fiscal year of the FLIP Consortium which begins on July 1 and ends on June 30 of the following year.
8. The “Member Website” shall mean the website designated for the FLIP Consortium Members.
9. The FLIP Member Service and the Member Website provided to the Overseas Member who selected Japanese for the FLIP Programs shall be the same as those provided to the User Member.
10. “Foreign Transactions” shall mean the transactions with the juridical person or individual located outside Japan.
11. “Domestic Transactions” shall mean the transaction with the juridical person or individual located in Japan.
12. In Domestic Transactions, all the fees set forth in these Terms and Conditions shall be subject to taxation by a law of Japan. The fees for the services which are provided to the Overseas Member outside of Japan and consumed in Japan shall be also subject to taxation by a law of Japan.
13. A third-party is not permitted to perform all or any part of the procedures related to admission to, withdrawal from and maintenance of Overseas Membership on behalf of the Applicant or the Overseas Member.

Article 3. Admission to Overseas Membership
1. The Applicant shall submit the “FLIP Overseas Membership Application Form” to the FLIP Consortium and obtain the approval of the president or the director of the FLIP Consortium in charge of the admission to Overseas Membership. The Applicant shall select one International Advisor from the list on the Application Form as a reference. The FLIP Consortium may refer to the International Advisor for the Applicant.
2. The Applicant who obtained the approval prescribed in the following paragraph shall submit the Form for admission to Overseas Membership and be responsible for payment of the Admission fee (the “Admission Fee”) and annual membership dues (the ”Annual Membership Dues”) as set out separately in Article 4.
3. The Applicant will be approved as the Overseas Member on the day when the FLIP Consortium has confirmed the completion of the procedures prescribed in the preceding paragraphs.

Article 4. Admission Fee, Annual Membership Dues and Other Fees
The terms for the Admission Fee, the Annual Membership Dues and other fees with respect to Overseas Membership shall be as follows:
1. Admission Fee
(1) The Admission Fee is 2,000,000 JPY excluding all import duties, taxes, withholding taxes, value added taxes, consumption tax, charges and other additional costs , if any (collectively, the “Other Costs).
(2) Once the Overseas Member withdraws from the membership as set forth in (1) of Article 14, the Overseas Member who wishes to become the Overseas Member again shall pay 1,000,000 JPY excluding all Other Costs as the Readmission Fee.
2. Annual Membership Dues
(1) The Annual Membership Dues are 300,000 JPY excluding all Other Costs and will be effective through each Fiscal Year.
(2) The Overseas Member shall pay the Annual Membership Dues each Fiscal Year.
(3) When an application or readmission is made after July 1 of a certain Fiscal Year, the Annual Membership Dues are 300,000 JPY excluding all Other Costs and will be effective only to the end of such Fiscal Year.
(4) The Annual Membership Dues cover the cost of the Q&A Service for one person.
(5) For addition of person(s) for the Q&A Service, the Overseas Member shall pay 100,000 JPY per person (the “Annual Dues for Additional Person”) excluding all Other Costs in addition to the Annual Membership Dues. The Annual Dues for Additional Person will be effective through each Fiscal Year. The persons for the Q&A Service can be added up to 9 persons per a set of the FLIP Member Service set forth in Item 1 (1) of Article 6.
3. Other Fees
(1) The Applicant or the Overseas Member shall bear all Other Costs incurred in admission to or maintenance of its membership. In Foreign Transactions, the Applicant or the Overseas Member hereby acknowledges and agrees that the Other Costs may be assessed by customs or other regulatory or government officials during the admission or maintenance procedures of its membership and the FLIP Consortium is not able to confirm or calculate beforehand the actual amount of all Other Costs to be incurred.
(2) In Foreign Transactions, the Applicant shall bear all the charges for shipping and handling during the admission procedures. In some cases, however, the FLIP Consortium may bear the shipping costs as provided in the provisions of Item 4 of Article 13.
(3) In Domestic Transactions, the FLIP Consortium will bear the shipping costs (including, but not limited to, postage fees) except for the cases described Items 2, 3, 5 and 6 of Article 13.
(4) For purchase of additional set(s) of the FLIP Programs (10 licenses in the load module) as set forth in Item 1(1) of Article 6 (the “Additional Set of Programs”) either in English or Japanese, if the Overseas Member wishes to obtain, the Overseas Member shall pay 1,000,000 JPY per set excluding all Other Costs.
(5) In case of purchase of the Additional Set of Programs set forth in the preceding paragraph, the Overseas Member shall register additional person(s) for the Q&A Service if the Overseas Member wishes to receive the Q&A Service for the Additional Set of Programs in the language different from the one already registered. In this case, the Overseas Member shall pay the Annual Dues for Additional Person as set forth in Item 2(5) of this Article. If the language for the Q&A Service is the same as the one already registered, however, the registration of additional person for the Q&A Service is optional.

Article 5. Payment
1. The Applicant or the Overseas Member shall pay the full amount shown on the invoice prepared by the FLIP Consortium, in advance or by the due date if specified in the invoice, by means of bank or wire transfer to the account designated by the FLIP Consortium. The Applicant or the Overseas Member shall bear all bank or wire transfer fees incurred by it in the admission to and the maintenance of its membership
2. The Admission Fee, the Annual Membership Dues, the Readmission Fee, the Annual Dues for Additional Person and all other fees paid to the FLIP Consortium are non-refundable except for the cases described in Item 3 of this Article and Item 5 of Article 15.
3. Cancellation of the application for admission shall not be permitted any time after the Applicant has made a bank or wire transfer for the Admission Fee and Annual Membership Dues. However, in the event the individual Applicant wishes to cancel the admission, the Applicant (i) shall notify the FLIP Consortium in writing or by e-mail of its desire to cancel the admission within fourteen (14) days in Foreign Transactions or within eight (8) days in Domestic Transactions, and (ii) shall return the Protection Key and the Notification which indicates the log-in ID and password to the Member Website (the “ID/PW Notification”) within thirty (30) days from the date the Protection Key and the ID/PW Notification were delivered; provided, however, that the Protection Key is returned in its original packaging, unopened and intact, and, also provided that the Applicant has not logged-in to the Member Website. The Applicant shall bear the shipping costs for the return of any item and shall make sure all the items are returned to the FLIP Consortium in the same condition as they were delivered. The Applicant shall be responsible for any and all risks of loss with regard to the returned items until the same are received and accepted by the FLIP Consortium. After the returned items are received and accepted by the FLIP Consortium, the FLIP Consortium shall issue a refund of the amount paid for the admission to Overseas Membership, less any costs or expenses incurred by the FLIP Consortium to the Applicant’s bank account. The FLIP Consortium reserves the right to refuse the cancellation of admission and accept (i) as the withdrawal from membership set forth in (1) of Article 14, or (ii) as expulsion from membership set forth in (2) of Article 14, if the Protection Key or the ID/PW Notification has been intentionally or unintentionally damaged or if all the items included in the original shipment to the Applicant are not returned in satisfactory condition, as determined by the FLIP Consortium, in its sole and absolute discretion.

Article 6. Rights of the Overseas Member
1. The Overseas Member is entitled to receive the FLIP Member Service as follows: (1) The Overseas Member is entitled to receive i) a limited, non-exclusive, non-transferable right to use the FLIP Programs, the manuals, the related documentation or portions thereof (either in English or Japanese according to the Overseas Member’s choice) and any related updates, and ii) the Protection Key. For the avoidance of doubt, the Overseas Member is not entitled to receive the source code, but will receive 10 licenses in the load modules of the FLIP Programs;
(2) The Overseas Member can use the FLIP Programs within the geographical area as defined by Item 3 of Article 2 and within the organization or individual having the membership;
(3) The Overseas Member can receive the Q&A Service either in English or Japanese according to the Overseas Member’s choice;
(4) The Overseas Member has the right to participate in events of the FLIP Consortium, including seminars and Working Groups for advanced application on the FLIP Programs held in Japan (only provided in Japanese);
(5) The Overseas Member has the right to participate in the workshops on the use of the FLIP Programs held in Japan (only provided in Japanese). One person is allowed to participate in the workshops per each membership; and
(6) The Overseas Member may download the Working Group Report for advanced application and upgrading of the FLIP Programs (the “WG Report”) available only in Japanese from the Member Website. The Overseas Member shall bear the actual cost of printing the WG Report if the Overseas Member wishes to obtain a printed version of the WG Report.
2. The Overseas Member shall accept the possibility that the upgraded and enhanced FLIP Programs in English version, the manuals and the related documentation in English version may be distributed later than those in Japanese version.
3. The Overseas Member shall accept the fact that the FLIPGEN Program, available as one of the FLIP Programs, in English version is not compatible with the FLIPGEN Program in Japanese version.

Article 7. Q&A Service
In order to receive the Q&A Service on the use of the FLIP Programs, the Overseas Member shall agree to the “Q&A Service Agreement” separately set forth. The technical questions raised from the Overseas Member shall not include the problems (i) caused by or related to the modified applications of the FLIP Programs other than those approved by the FLIP Consortium and (ii) the preprocessors and postprocessors of the FLIP Programs other than those provided by the FLIP Consortium. The technical questions shall be written only in either Japanese or in English according to the Overseas Member’s choice and sent through e-mail to the e-mail address designated by the FLIP Consortium. If the Overseas Member wishes to use more than one language for the Q&A Service, the Overseas Member shall register additional person(s) for the Q&A Service as set forth in Item 2(5) of Article 4.

Article 8. Obligations of the Overseas Member
1. The Overseas Member shall undertake the following obligations under these Terms and Conditions; (1) The Overseas Member shall not transfer all or any parts of its membership, rights or obligations under these Terms and Conditions to any third party;
(2) The Overseas Member shall not transfer the duplicate of any items or services provided by the FLIP Consortium pursuant to these Terms and Conditions including, but not limited to, the FLIP Programs, the manuals, the Protection Key, the related documentation and the Q&A Service (collectively, “All Member Service”) to any third party nor permit any third party to use All Member Service during its membership and after loss of its membership;
(3) The Overseas Member shall take all necessary measures for preventing any unauthorized transfer of All Member Service to any third party during its membership and after loss of its membership;
(4) The Overseas Member shall not and shall not attempt to, reverse engineer, decompile, or disassemble all or any part of the FLIP Programs for any purpose or reason whatsoever; and
(5) The Overseas Member shall not commit any act that infringes upon the rights of any third party, including but not limited to, copyrights, patent rights, or other intellectual property rights by use of the FLIP Programs.
2. In the event of a breach of obligations defined by above item, a part of the Rights of the Overseas Member defined by Article 6 may be subject to restriction as one of the measures necessary for preventing such breaches.

Article 9. Delivery, Export Controls
1. The FLIP Programs, the manuals, the related documentation, any related updates or portions thereof can be obtained from the Member Website, in electronic or downloadable form, in any media whatsoever.
2. In Foreign Transactions, the Protection Key will be delivered CPT, as the term is defined in the latest version of International Commercial Terms (INCOTERMS) published by the International Chamber of Commerce (ICC).
3. The FLIP Consortium will deliver, using the FLIP Consortium’s standard methods of packaging, shipping, and delivery, the Protection Key and the ID/PW Notification to the Applicant’s address, which address shall be subject to approval by the FLIP Consortium, and, if approved, delivered within fourteen (14) business days after receipt of the full amount written in the invoice and receipt of the Form for admission to Overseas Membership.
4. With respect to the export of the Protection Key or import of the same in Foreign Transactions, the Overseas Member shall comply with all applicable laws and regulations, and shall be responsible for obtaining and/or filing all necessary permits and authorizations as well as conducting other procedures required by such laws and regulations. The Overseas Member and the FLIP Consortium agree to cooperate in all respects necessary to take advantage of the benefits of any applicable tax treaty in Foreign Transactions.
5. In the event the Overseas Member fails or refuses to accept delivery of the Protection Key or the ID/PW Notification which have been delivered to the Overseas Member’s address or if the FLIP Consortium is unable to deliver the Protection Key and the ID/PW Notification to the Overseas Member’s address because the Overseas Member has failed to provide adequate instructions or authorizations, then: (i) the Protection Key and the ID/PW Notification will be deemed to have been delivered to the Overseas Member; and (ii) the FLIP Consortium may, at its discretion, store the Protection Key and the ID/PW Notification on the Overseas Member’s behalf, until the Overseas Member agrees to take possession. In Foreign Transactions, the Overseas Member shall be liable for any additional handling, storage, or delivery costs and expenses incurred by the FLIP Consortium.

Article 10. Inspection
1. The FLIP Consortium shall in the ordinary course of doing business inspect the Protection Key and the ID/PW Notification and test the log-in to the Member Website at its offices prior to shipping and delivery to the Overseas Member.
2. The Overseas Member shall inspect the Protection Key for any signs of damage, defacement, or defects and shall check operation of the FLIP Programs and the Protection Key according to the documents packed together with the Protection Key promptly after the Overseas Member has received the Protection Key and the ID/PW Notification.
3. In the event the Overseas Member finds any damage, defacement, defects or troubles in operation of the FLIP Programs and the Protection Key as a result of inspection prescribed in the preceding paragraph, the Overseas Member shall notify the FLIP Consortium in writing or by e-mail of the same within thirty (30) days following the date of delivery of the Protection Key and the ID/PW Notification to the Overseas Member. The FLIP Programs and the Protection Key shall be deemed to be in good working order and condition and in compliance with these Terms and Conditions without the notification by the Overseas Member in the same time period.

Article 11. Title
The title to the Protection Key and the ID/PW Notification shall pass to the Overseas Member when the Protection Key and the ID/PW Notification have been delivered to the Overseas Member.

Article 12. Risk of Loss and Damage
Any and all risks of loss or damage to the Protection Key or the ID/PW Notification shall transfer to the Overseas Member, when the FLIP Consortium has handed-over the Protection Key or the ID/PW Notification to a carrier for delivery to the Overseas Member.

Article 13. Handling and Care of Protection Key, Log-in ID and Password; Breakage; Loss
1. The Overseas Member use its best efforts to pay attention to the proper care, handling, use, and maintenance of the Protection Key provided by the FLIP Consortium.
2. In the event the Protection Key delivered to the Overseas Member is damaged, defaced or delivered in an unusable condition, the FLIP Consortium will replace the damaged or unusable Protection Key with a new Protection Key free of charge; provided, however, that the Overseas Member notified the FLIP Consortium in writing or by e-mail of the fact within thirty (30) days following the date of delivery to the Overseas Member. The Overseas Member shall pay the shipping costs for return delivery of the damaged or unusable Protection Key to the FLIP Consortium and the Overseas Member shall pay the shipping and handling costs for replacement delivery of the Protection Key to the Overseas Member. The free replacement shall not be applied to the damage or breakage caused by the Overseas Member’s negligence or improper care and handling of the Protection Key.
3. In the event the Protection Key is no longer functional due to damage or breakage following the period for free replacement as set forth in the preceding paragraph, the FLIP Consortium will exchange the damaged Protection Key with a new Protection Key for a fee.
4. In the event the Protection Key is defective for reasons attributable to or caused by the FLIP Consortium, the FLIP Consortium will exchange the defective Protection Key with a new Protection Key free of charge.
5. Notwithstanding anything to the contrary contained herein, in the event the damaged or broken Protection Key is not available for return to the FLIP Consortium for inspection regardless of during its membership or at the time of readmission, these provisions regarding replacement by the FLIP Consortium shall not apply and replacement of the Protection Key shall not be available to the Overseas Member, regardless of the cause of any damage, failure, loss, or theft. The Overseas Member shall purchase the Additional Set of Programs prescribed in Item 3(4) of Article 4 in order to use the FLIP Programs. However, in the event the Protection Key is not available for return to the FLIP Consortium because of any troubles occurred in transit of the Protection Key by a carrier, the FLIP Consortium may, in its sole and absolute discretion, reissue the Protection Key for a fee or free of charge, only provided that the cause of the trouble and the situation are clarified by a carrier. The Overseas Member shall bear the shipping fees for redelivery of the Protection Key.
6. In the event the Overseas Member who has withdrawn from its membership as set forth in (1) of Article 14 desires to replace the damaged or unusable Protection Key with a new Protection Key, the FLIP Consortium will exchange the damaged Protection Key with a new Protection Key for a fee as set forth in Item 3 of this Article, provided that the Overseas Member notifies its desire of the same in writing or by e-mail to the FLIP Consortium within two (2) years from the date of withdrawal from its membership.

Article 14. Loss of Membership
The Overseas Member will lose its membership in the following cases;
(1) Withdrawal from Membership The Overseas Member is free to withdraw from its membership at any time by submitting the Notice of Withdrawal in the form set out separately by the FLIP Consortium.
(2) Expulsion If any of the following applies to the Overseas Member, the Overseas Member may be expelled from the FLIP Consortium by a special resolution of the general meeting of its members:
(a) In the event of a breach by the Overseas Member of these Terms and Conditions, the Articles of Incorporation or any of the regulations of the FLIP Consortium;
(b) In the event of any act by the Overseas Member damaging the reputation of the FLIP Consortium, or any action by the Overseas Member contrary to the aims of the FLIP Consortium; or
(c) Any occurrence or event that in the judgment of the FLIP Consortium warrants expulsion.
(3) Loss of Eligibility
The Overseas Member shall lose eligibility to its membership if any of the following applies:
(a) Failure to pay the Annual Membership Dues for one year or longer;
(b) Upon agreement by all voting members of the FLIP Consortium; or
(c) In the event of death or dissolution of the Overseas Member.

Article 15. Rights and Obligations of Overseas Member after Loss of Membership
1. The Overseas Member who has lost its membership in accordance with the preceding article shall be denied the rights of its membership and be relieved of its obligations pursuant to these Terms and Conditions. However, the Overseas Member who has lost its membership will be able to continue its own use of the FLIP Programs, limited to the latest version of the FLIP Programs, the manuals, the Protection Key and the related documentation available during its Overseas Membership, and only within its organization or individual. No exemption may be granted to the Overseas Member for any obligations already incurred but not yet carried out at the time of loss of the Overseas Membership.
2. The Overseas Member who has lost its membership due to expulsion or loss of eligibility as set forth in (2) or (3) of Article 14 shall be denied the right of readmission to Overseas Membership.
3. The Overseas Member who has lost its membership due to withdrawal as set forth in (1) of Article 14 and readmitted to Overseas Membership shall use the same Protection Key as that which the Overseas Member has possessed before the withdrawal from its membership. Upon the readmission, a new ID/PW Notification will be provided together with the FLIP Member Service as set forth in Article 6 except for the Protection Key.
4. In event the Overseas Member submits the Notice of Withdrawal from July 1 until August 31 of a certain year, the payment of the Annual Membership Dues and, if applicable, the Annual Dues for Additional Person of the said year will be exempted. In the event the Overseas Member submits the Notice of Withdrawal after September 1 of a certain year, the Overseas Member shall pay the Annual Membership Dues and, if applicable, the Annual Dues for Additional Person in accounting by month (one twelfth (1/12) of the Annual Membership Dues and, if applicable, the Annual Dues for Additional Person to be multiplied by the number of months (round up to month) its Overseas Membership has been effective) and all Other Costs, if applicable.
5. In the event the Overseas Member submits the Notice of Withdrawal during a certain year after paying the Annual Membership Dues and, if applicable, the Annual Dues for Additional Person, the FLIP Consortium shall issue a refund, to the Overseas Member’s bank account, of the remaining amount of these fees in accounting by month (one twelfth (1/12) of the Annual Membership Dues and, if applicable, the Annual Dues for Additional Person to be multiplied by the number of remaining months (round down to month) of its Overseas Membership) after deducting any costs or expenses, including bank or wire transfer fees, incurred by the FLIP Consortium.
6. In the event the Overseas Member loses its membership due to expulsion or loss of eligibility as set forth in (2) or (3) of Article 14, the Overseas Member shall pay the Annual Membership Dues and, if applicable, the Annual Dues for Additional Person in accounting by month (one twelfth (1/12) of the Annual Membership Dues and, if applicable, the Annual Dues for Additional Person to be multiplied by the number of months (round up to month) its Overseas Membership has been effective) and all Other Costs ,if applicable.
7. Except for the Item 5 of this Article, the Overseas Member shall agree to the fact that all the amount of payment made prior to the loss of membership will not be returned to the Overseas Member.

Article 16. Warranty
All Member Service provided by the FLIP Consortium to the Overseas Member are provided on an "as is" and “as available” basis, without warranty of any kind, expressed or implied, as to its performance, accuracy or completeness. The FLIP Consortium makes no warranties, expressed or implied, that they (i) are free of error, (ii) are consistent with any particular standard of merchantability including without limitation any implied warranties of merchantability or fitness for a particular purpose, (iii) do not infringe third party rights or (iv) will meet the Overseas Member’s requirements for any particular application. The Overseas Member is advised not to rely, and hereby agrees that it shall not rely, on All Member Service for any purpose. The entire risk arising out of the Overseas Member’s use or performance of All Member Service remains with the Overseas Member.

Article 17. Disclaimer
To the maximum extent permitted by applicable law, the FLIP Consortium disclaims all liability for direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss)resulting from these Terms and Conditions or the Overseas Member’s use of or the inability to use All Member Service, whether arising in tort (including negligence), contract or any other theory of law, even if advised of the possibility of such damages. Notwithstanding anything to the contrary set forth in these Terms and Conditions, the FLIP Consortium’s sole liability in connection with these Terms and Conditions, whether arising out of contract, negligence, strict liability or other theory, shall be limited to direct monetary damages, which shall not exceed, in the aggregate, the amounts of the Annual Membership Dues and, if applicable, the Annual Dues for Additional Person actually paid by the Overseas Member to the FLIP Consortium during a certain Fiscal Year.

Article 18. Copyright
The Overseas Member acknowledges and agrees that all the copyrights to the FLIP Programs, including the rights under Article 27 and 28 of the Copyright Act of Japan, belong to National Research and Development Agency National Institute of Maritime, Port and Aviation Technology, General Incorporated Foundation Coastal Development Institute of Technology, Susumu Iai, the FLIP Consortium and Kyohei Ueda (National Research and Development Agency National Institute of Maritime, Port and Aviation Technology, General Incorporated Foundation Coastal Development Institute of Technology, Susumu Iai, the FLIP Consortium and Kyohei Ueda shall collectively be referred to as the “FLIP Copyright Owners”).

Article 19. Trademarks and Patents
The Overseas Member acknowledges that all trademarks, trade names, designs, patents and other industrial property rights used or embodied in the FLIP Programs, whether registered or not, are the FLIP Consortium’s or the FLIP Copyright Owners’ exclusive property. The Overseas Member shall not apply for or register any industrial property right in connection with the FLIP Programs.

Article 20. Force Majeure
If the performance of any part of these Terms and Conditions is prevented, restricted or interfered by riots, war, storm, fire, flood, earthquake, lockout, labor strikes, legally effective orders from any government or any judicial authority, or other similar incidents which are beyond the control of the parties hereto, the FLIP Consortium shall be excused from such performance and shall not be liable for loss or damage under these Terms and Conditions to the extent of such prevention, restriction or interference.

Article 21. Disclosure of Production
In the event the Overseas Member discloses the production of analysis using the FLIP Programs, the Overseas Member shall follow “Important Note on FLIP ROSE® Program” described in the FLIP ROSE® manual for quotation of the referenced documents.

Article 22. Compensation of Damages
If the FLIP Consortium has suffered any damage due to a breach of any of the provisions of these Terms and Conditions by the Overseas Member, the Overseas Member shall be liable for the damage caused to the FLIP Consortium.

Article 23. Governing Law
These Terms and Conditions shall be interpreted and construed according to, and governed by, the laws of Japan. The Kyoto District Court of Japan shall have exclusive jurisdiction to hear and settle any dispute under or in connection with these Terms and Conditions.

Article 24. Entire Agreement and Amendments
These Terms and Conditions, together with the Articles of Incorporation dated April 16, 2015, and related governing law, including those as amended after the Effective Date, sets forth the entire agreement of the parties relating to the subject matter hereof, and supersedes and replaces any prior agreement, understanding, intent, irrespective of whether oral or written, between the parties hereto. The FLIP Consortium reserves the right to amend or change these Terms and Conditions without any notice to the Overseas Member and without any consent or permission of the Overseas Member being required. In the event of any amendment or change to these Terms and Conditions, the FLIP Consortium shall notify the Overseas Member thereof. If the Overseas Member continues to use any of All Member Service after such amendment or change, or fails to take steps to withdraw from its membership within the period specified by the FLIP Consortium, the Overseas Member shall be deemed to have agreed to such amendment or change to these Terms and Conditions.

Article 25. Severability
If a court of competent jurisdiction holds that any provision of these Terms and Conditions is invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of FLIP Consortium, and the remaining portions of these Terms and Conditions will remain in full force and effect.

Article 26. Privacy Policy
The FLIP Consortium shall handle the Overseas Member’s name, address, e-mail address, telephone number and any personal information which can be used to identify the Overseas Member, with appropriate and reasonable care in accordance with the Privacy Policy as set forth in the website of the FLIP Consortium (http://www.flip.or.jp). The FLIP Consortium will never disclose the Overseas Member’s personally identifiable information to other parties without the consent of the Overseas Member.

Article 27. Headings
The headings contained in these Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms and Conditions.

Article 28. Standard Time
The date and time used and effective between the Overseas Member and the FLIP Consortium in connection with these Terms and Conditions shall be Japan Standard Time.

Article 29. Survival Clause
The Overseas Member shall agree to abide by the Articles 8, 11, 12, 13, 15, 16, 17, 18, 19, 21, 22, 23, 24, 25, 25, 26, 27 and 29 of these Terms Conditions after loss of its membership as set forth in Article 14.



Articles of Incorporation

Effective: February 9, 2011
Partially revised: August 3, 2011
Partially revised: September 18, 2013
Partially revised: April 16, 2015

This is an English translation for information purposes only. The Japanese original shall serve as legally binding .

Chapter 1 General Provisions

(Name)
Article 1
1. The name of this association shall be General Incorporated Association FLIP Consortium.
2. The English name of this association shall be the FLIP Consortium.

(Address of Head Office, etc.)
Article 2 This association’s address of head office shall be Kyoto City, Kyoto, Japan.

(Aim and Activities)
Article 3 The aim of this association is to promote academic and engineering science through research and development on upgrading and the advanced use of the computer program Finite Element Analysis of Liquefaction Program (“FLIP”), thereby advancing the state-of-practice in evaluating seismic performance of social infrastructures. This association shall be engaged in the following activities worldwide:
(1) Research and development on upgrading FLIP and promoting advanced applications thereof;
(2) Distributing FLIP and related manuals, allowing the use of FLIP within this association, hosting seminars for beginners and workshops/working groups for advanced users, and offering general technical support on FLIP;
(3) Promoting sales of FLIP to third parties and providing general technical support in relation therewith;
(4) Performing analysis and investigation using FLIP; and
(5) Other activities for achieving the objectives of this association.

(Means of Notification)
Article 4 Notification by this association shall be made electronically. In case electronic means are not available for notification due to accident or other unavoidable reasons, it shall be made via the official gazette.

(Organizational Structure)
Article 5 This association shall have a council and an auditor.

Chapter 2 Members

(Types of Members)
Article 6
1. The members of this Association shall be the following five types and the regular members and the special advisors shall be the voting members under the Act on General Incorporated Associations and General Incorporated Foundations (“the Associations Act”):
(1) Regular members: Juridical persons in Japan who endorse the aim of and have joined this association and have records of advanced use of FLIP, extensive transaction with this Association, and high performance in the research and development of FLIP;
(2) Special advisors: Of the persons with experience and academic standing, etc., who endorse the aim of and have joined this association, persons who execute the activities of this Association;
(3) General members: Juridical persons or individuals in Japan who endorse the aim of and have joined this association; and have records of advanced use of FLIP, extensive transaction with this Association, and high performance in the research and development of FLIP;
(4) Advisors: Persons of experience and academic standing, etc., who endorse the aim of and have joined this association and give academic guidance and advice on the activities of this association.
(5) User members: Juridical persons or individuals in Japan or overseas who endorse the aim of and have joined this Association.

2. In paragraph 1 of this article, juridical persons or individuals in Japan or overseas shall be defined by the following provisions:
(1) Individual in Japan: a natural person who has Japanese nationality and is domiciled or resident in Japan.
(2) Juridical person in Japan: an entity which has been established by the laws and regulations of Japan and has its principal business office in Japan.
(3) Individual in Overseas: a natural person who is not the individual in Japan as defined by item (1) in this paragraph.
(4) Overseas juridical person: a juridical person who is not the juridical person in Japan as defined by item (2) in this paragraph. Overseas subsidiaries, branches and offices of juridical persons in Japan are included in the overseas juridical persons.

In the items (1) and (2) in this paragraph, such juridical persons or individuals are excluded that, as deemed by this Association, are directly or indirectly governed by overseas juridical persons.

(Admission to the Association)
Article 7 1. Persons wishing to become regular, general or user members of the association shall submit an application form as set out separately by the council, and obtain the approval of the council for regular and general members and of the president or the director in charge for the admission of user members.
2. Special advisors and advisors of this association shall be recommended by the council, without any application form, and a consent of the recommended persons must be obtained for such persons to become a member.
3. Paragraph 1 of this Article shall be accordingly applied to a change of membership from one type to another.

(Obligation to Bear Operating Expenses)
Article 8 Regular, general and user members shall bear the admission fee and the annual membership dues as set out separately by the general meeting of members.

(Obligation of Management)
Article 9
1. The members and the former members of this association shall not transfer any duplicate of FLIP (including modification or derivative made by the members, hereinafter the same) to a third party nor permit a third party to use FLIP.
2. The members and the former members of this association shall be obliged to maintain FLIP so as to prevent the unauthorized transfer of FLIP to any third party.

(Exemption from Liability)
Article 10 In no event shall this association be liable to the members and the former members of this association for any reason whatsoever, regarding any damage caused by the use of FLIP.

(Withdrawal from Membership)
Article 11 The members are free to withdraw from the membership at any time by submitting a notice of withdrawal in the form as set out separately by the council.

(Expulsion)
Article 12 If any of the following applies, such member may be expelled from the association by a special resolution of the general meeting of members as set out in paragraph 2 of Article 21:
(1) In the event of a breach of this Articles of Incorporation or other regulations;
(2) In the event of any act damaging the reputation of this association, or contrary to the aims of this association; or
(3) Other events that warrant the expulsion.

(Loss of Eligibility)
Article 13 In addition to the events set forth in the preceding two articles, a member shall lose its eligibility if any of the following applies:
(1) Failure to pay membership dues for one year or more;
(2) Upon agreement by all voting members; or
(3) In the event of death or dissolution of such member.
(4) In the event that a member no longer satisfies the requirements for qualifying the type of members set forth in the Articles of Incorporation or other rules of this Association. However, a member is allowed to be a member of other type, if the member meets the requirements for qualifying the other type and the change of type of members is approved by this Association as set forth in Article 7.

(Rights and Obligations after Loss of Membership)
Article 14
1. A member who is forfeited of its membership in accordance with the preceding three articles shall be denied the rights of and freed from obligations as a member of this association. A voting member who is forfeited of its membership shall lose its status as a voting member under the Association Act. However, the member who has lost its membership will be able to continue its own use of FLIP, limited to the version of FLIP upgraded or enhanced during its membership. No exemption may be granted to a member for any obligations already incurred but not yet carried out at the time of loss of membership.
2. This Association shall not refund the admission fee already paid in the event of membership forfeit.

Chapter 3 General Meeting of Members

(Types)
Article 15 The types of general meeting of members of this association shall be the regular general meeting of members and the special general meeting of members.

(Composition)
Article 16 The general meeting of members shall be composed of all the voting members.

(Authority)
Article 17 The general meeting of members has the power to adopt resolutions on the matters listed below:
(1) Admission criteria, and the amount of membership dues and admission fees;
(2) Expulsion of a member;
(3) Appointment and dismissal of the directors and auditors;
(4) The amount of or rules for remuneration to the directors and auditors;
(5) Approval on balance sheet and statement of earnings for each fiscal year;
(6) Revision of the Article of Incorporation;
(7) Disposal of surplus assets;
(8) Dissolution;
(9) Items which the council has placed on the agenda for general meeting of members; and
(10) Other than the matters set forth in each of the preceding items, matters stipulated by laws and regulations and this Articles of Incorporation.

(Convening of the General Meeting)
Article 18 A regular general meeting of members shall be held annually, within three months after the end of each fiscal year. The special general meeting of members shall be held when necessary.

(Convocation)
Article 19 The general meeting of members shall be convened by the president based on the resolution of the council, unless specified otherwise by laws or regulations.

(Chairperson)
Article 20 The chairperson of the general meeting of members shall be the president. In the event of the president’s incapacity due to accidents or otherwise, the chairperson shall be elected from the directors or voting members present at such general meeting of members, in the order of the directors and then the voting members present at such general meeting of members.

(Resolution)
Article 21
1. Unless otherwise specified by laws or regulations or the Articles of Incorporation, the adoption of resolutions of the general meeting of members shall be made by a majority vote of the attending voting members and a quorum of attendance of the majority of the voting members.
2. Notwithstanding the preceding paragraph, the adoption of the following matters requires the consent two thirds or more of the votes of the attending voting members and a quorum of attendance of the majority of the voting members, as a special resolution:
(1) Expulsion of a member;
(2) Revision of the Articles of Incorporation;
(3) Dissolution; and
(4) Any other matter stipulated by laws or regulations.
3. The number of voting members with a delegation of exercising voting right in accordance with the provisions of Article 23 shall be included in the number of voting members present at the meeting.
4. In resolving agendas on the appointment of director, a resolution on each candidate in accordance with paragraph 1 shall be adopted.

(Voting Rights)
Article 22 Each voting member shall each have the right to one vote.

(Proxy)
Article 23
1. A voting member shall be entitled to appoint another voting member as proxy to vote on its behalf in the event such voting member cannot attend the general meeting of members.
2. In the case set forth in the preceding paragraph, such voting member or proxy shall submit a document proving the power of proxy to this association.

(Minutes)
Article 24 The minutes of the general meeting of members shall be recorded in accordance with laws and regulations.

Chapter 4 Officers

(Officers)
Article 25
1. This association shall appoint the following number of officers: - directors: three persons or more; and - auditors: one person or more.
2. One of the directors shall be appointed as the representative director and the representative director shall be the president.
3. A number of executive directors may be appointed from among the directors.

(Appointment)
Article 26
1. The directors and auditors of this association shall be appointed by the resolution of the general meeting of members.
2. The president shall be appointed from among the directors by the resolution of the council.

(Restriction in Appointment of Directors)
Article 27
1. The number of the directors in marital status or within the third degree of relationship or in other special relationship with a director of this association shall not exceed one third of the total number of the directors. The same applies to auditors.
2. An auditor shall not concurrently serve as a director or employee of this association or a subsidiary of this association.

(Administrative Authority of Directors)
Article 28
1. The president shall represent this association and execute his duties.
2. The president and each of the executive directors shall execute the duties of this association as prescribed by the resolution of the council.
3. The president and each of the executive directors shall report to the council on the status of the execution of their duties two times or more with an interval of a period of more than four months for each fiscal year.

(Administrative Authority of Auditors)
Article 29
1. The auditors shall inspect the execution of duties of the director and prepare audit reports in accordance with laws and regulations.
2. The auditors may ask the directors or employees to report on the business and review the status of the activities and assets of this association at any time.

(Term of Office)
Article 30
1. The term of office of a director shall end at the time of adjournment of the regular general meeting of members for the last fiscal year that ends within two calendar years after the appointment. The reappointment of a director shall not be precluded.
2. The term of office of an auditor shall end at the time of adjournment of the regular general meeting of members for the last fiscal year that ends within two calendar years after the appointment. The reappointment of an auditor shall not be precluded.
3. The term of office of a director or auditor filling vacancy shall end at the expiration of the term of office of the predecessor.
4. In the event the number of directors fails to meet the quota of directors as a result of retirement of a director at the full term or in the halfway, the rights and obligations of a director shall remain with him until a new person is appointed and accepts the office.

(Dismissal)
Article 31 An officer may be dismissed by a resolution of the general meeting of members. The dismissal of an auditor shall require a resolution specified in paragraph 2 of Article 21.

(Remuneration, etc.)
Article 32 Remuneration, bonuses, or other compensation received from this association for the execution of duties of officers (hereinafter “Remuneration, etc.”) shall be determined by a resolution of the general meeting of members.

(Partial Exemption or Limitation of Liability)
Article 33
1. If requirements under laws and regulations are met, this association shall be able to release the indemnity liability of officers set forth in paragraph 1, Article 111 of the Association Act subject to a resolution of the council, to the extent of the amount computed by deducting the minimum amount of liability specified in the laws and regulations from the amount of the indemnity liability.
2. This association shall be able to conclude with an outside director an agreement to limit the indemnity liability due to acts under Article 111 of the Association Act based on Article 115 of the same Act. The amount of limitation of liability under such agreement shall be the amount specified in laws and regulations.

Chapter 5 Council

(Composition)
Article 34 The council shall be comprised of all directors.

(Authority)
Article 35 The council shall execute the following duties in addition to those specified in laws and regulations and the Articles of Incorporation:
(1) Determination of date, time, venue and the matters to put in agenda of the general meeting of members;
(2) Enactment, amendment or abolishment of regulations;
(3) Decisions on execution of the activities of this association other than each of the items specified above;
(4) Supervising the execution of duties by the directors;
(5) Appointment and dismissal of the president; and
(6) Approval of admission and changes of types of members specified in Article 7 of the Articles of Incorporation.

(Convocation)
Article 36
1. The council shall be convened by the president unless otherwise specified in laws or regulations. In the event of incapacity of a president due to reasons such as accidents, by another director shall convene the council.
2. The directors other than the president may request the president to convene the council by indicating the matters which are the purposes of the meeting.
3. When the auditors deem it to be necessary, the auditors may request the president to convene the council.

(Chairperson)
Article 37 The council shall be chaired by the president unless otherwise specified in laws and regulations.

(Resolutions)
Article 38 The adoption of resolutions of the council requires the consent of the majority of the directors attending the meeting with a quorum of the majority of the directors being present.

(Omission of Resolutions and Reports)
Article 39
1. If a director proposes a matter which is the purpose of resolution by the council to be resolved by the council and all the directors who are able to participate in the resolution of such proposal express their consent in writing or by electronic means, the proposal shall be deemed to have been resolved by the council. However, this shall not apply if an auditor objects.
2. If a director or auditor makes a report on the matters to be reported at the council to all directors and auditors, such matters are not required to be reported at the council. However, this shall not apply for the report on the matters specified in paragraph 3 of Article 28.

(Minutes of Meeting)
Article 40
1. The minutes of the meetings of the council shall be made in accordance with laws and regulations.
2. The directors and auditors who attended the council shall sign or affix their names and seals to the minutes in the preceding paragraph.

(Delegation of Authority)
Article 41 The matters necessary to execute the activities of this association other than those specified in the Articles of Incorporation shall be set forth separately by the resolution of the council.

Chapter 6 Funds

(Offering of Contribution of Funds)
Article 42 The association may offer contributions of funds.

(Rights of Contributors)
Article 43 The funds contributed shall not be returned before the due date agreed upon with the contributor.

(Procedures for Returning Funds)
Article 44 The return of funds to the contributors shall be made in accordance with the resolution of the council after the total amount of funds to be returned is resolved by the regular general meeting of members.

Chapter 7 Accounts

(Fiscal Year)
Article 45 The fiscal year of the association shall be from July 1 to June 30 of the next year for each year, annually.

(Business Plan and Budget)
Article 46
1. The business plan and budget of this association consisting of the following documents shall be prepared by the date before the first date of every fiscal year by the president and approved by the council. The same shall apply to the amendment of the business plan and budget:
(1) Business plan;
(2) Budget; and
(3) Documents prescribing the expected financing arrangements and capital investments.
2. Notwithstanding the preceding paragraph, in the event the budget is not approved due to unavoidable reasons, the president may, in accordance with the resolution of the council, execute the earnings and spendings based on the budget of the previous fiscal year until the date the budget is approved.
3. The execution of the earnings and spendings stated in the previous paragraph shall be regarded as the earnings and spendings of the newly approved budget.

(Business Reports and Settlement of Accounts)
Article 47
1. The business reports and settlement of accounts of this association for a particular fiscal year consisting of the following documents shall be prepared after every fiscal year by the president to be audited by the Auditor and approved by the council:
(1) Business report and supporting schedules; and
(2) Balance sheet and statement of earnings and supporting schedules thereof.
2. The business report shall be submitted and reported to the regular general meeting of members by the president.
3. The balance sheet and statement of earnings shall be submitted to the regular general meeting of members by the president and shall be approved by the regular general meeting of members.
4. The documents reported or approved in accordance with this article and the audit reports shall be kept at the main office for five years, and the Articles of Incorporation and list of voting members shall also be kept at the main office.

(Prohibition of Dividend of Surplus)
Article 48 This association shall not distribute dividend of surplus.

Chapter 8 Dissolution

(Residual Assets)
Article 49 When dissolving the association, the attribution of the residual assets of this association shall be made by a resolution of the general meeting of members to the Public Interest Incorporated Associations, Public Interest Incorporated Foundations, or other Associations listed in (a) through (g) of item 17, Article 5 of in the Act on Authorization of Public Interest Incorporated Associations, Public Interest Incorporated Foundations.

Supplementary Provisions
The Articles of Incorporation shall be applied from April 1, 2011 and shall be effective from August 3, 2011.

Supplementary Provisions
The Articles of Incorporation shall be applied and effective from September 18, 2013.

Supplementary Provisions
1. The Articles of Incorporation shall be applied from April 16, 2015 and shall be effective from July 1, 2015.
2. For the member who had already been a member at the time of the enforcement of the Articles of Incorporation as set forth in the preceding paragraph, the definitions of types of membership in Article 6 shall remain the same as those given in the Articles of Incorporation applied and effective from September 18, 2013.




bunner space

General Incorporated Association
FLIP Consortium

【Office】
Jiji-Press Bld. 5th floor,
185 Nakahori-cho,
Nakagyo-ku,Kyoto 604-0844
Japan

e_info@flip.or.jp