This SHIFT WASHINGTON MEMBERSHIP AGREEMENT (this “Agreement”) contains the terms and conditions that govern your membership, and membership rights, in Shift Washington, a Washington nonprofit corporation (“Shift”), and is an agreement between Shift and you (“You”). This Agreement takes effect when You click the “I Accept” button or check box presented with these terms (the date of such action, the “Agreement Date”). You represent to Shift that You are lawfully able to enter into contracts (e.g., You are not a minor).
You agree to become a member of Shift (a “Member”) for the duration of this Agreement and Shift agrees to appoint You as a “Shift Member” as defined in the duly adopted bylaws of Shift (the “Bylaws”).
You acknowledge that, as a Member, You may periodically be entitled to certain notices from Shift pursuant to the Bylaws or the Act. You hereby waive all such notices required to be given to You by Shift and agree that this waiver shall be the equivalent of the giving of such notice by Shift.
You hereby appoint the President of Shift as Your proxy (the “Proxy”), with full power of substitution, to exercise on Your behalf all Your voting and other rights at any and all meetings of the Members of Shift, whether annual or special meetings, in accordance with the Bylaws and the Act. You agree that the Proxy may, on Your behalf, (a) vote and exercise all other rights of in connection with any membership rights in Shift from time to time held by You, and (b) consent to any act of Shift, in the same manner and to the same extent as if the Proxy were You. The term of this proxy appointment is 10 years from the Agreement Date and may be extended upon expiration by additional agreement between You and the Proxy.
You hereby consent to the use of Your voter registration record for the purpose of mailing or delivering any advertisement or offer for any property, establishment, organization, product, or service or for the purpose of mailing or delivering any solicitation for money, services, or anything of value.
The term of this Agreement shall begin on the Agreement Date shall continue for a period of 10 years unless Your membership is earlier terminated. You may terminate Your membership at any time by notifying the Secretary of Shift.
This Agreement is governed by the laws of the state of Washington, regardless of the laws that might otherwise govern under applicable principles of choice of law. You (a) hereby irrevocably and unconditionally submit to the personal jurisdiction of the federal and state courts located in King County, Washington (the “Dispute Jurisdiction”) for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the Dispute Jurisdiction; and (c) hereby waive, and will not assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that You are not subject to the personal jurisdiction of the Dispute Jurisdiction, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, or the subject matter hereof and thereof may not be enforced in or by the Dispute Jurisdiction.