[PLN] [last revision date]

This document provides a membership agreement form to be used by organizations joining [PLN]. This form was last revised [date].

This [PLN] Membership Agreement governs membership in [PLN], an international membership cooperative administered by [host]. [PLN]’s purpose is to support, promote, and extend distributed digital preservation practices. This approach relies upon a distributed preservation network infrastructure.

[PLN] preserves content submitted by Member organizations in a decentralized, distributed preservation network. [PLN] also maintains and extends its methodology and approach to distributed digital preservation through work with its Members and Strategic Affiliates. This Agreement defines the terms and conditions of the agreement made between Members and [PLN]. The Agreement provides a framework for arranging [PLN] relationships but Members acknowledge the Agreement remains sufficiently flexible to address evolving needs of [PLN] and Members in a changing technological and legal landscape.

[PLN] is a service and preservation association designed for the mutual benefit of all Members. It consists of academic and other nonprofit organizations that share a common goal of preserving digital scholarly and cultural resources for future generations and who have met certain membership criteria set forth in [PLN] Charter. The cornerstone and founding purpose of [PLN] is to support, promote, and extend distributed digital preservation. It accomplishes its mission by administering a distributed digital preservation network, serving as a catalyst and guide for other networks that seek to implement the distributed digital preservation methods it has developed, and educating cultural memory organizations about distributed digital preservation.

[PLN] administers a geographically dispersed "dark archive” enhanced by indigenous technology and organizational solutions developed by [PLN]. This [PLN] Preservation Network is controlled and managed by [host], [host info]. [PLN] relies upon the recognized standards and best practices of the digital preservation field. Nevertheless, Members of [PLN] recognize and acknowledge that the development and implementation of technology and preservation activities currently occur in a rapidly changing environment that administers a growing number of potential technological and legal solutions, none of which carry extensive pedigrees or “fail-safe” histories for addressing the diverse needs of organizations in preserving present resources for future users.

This [PLN] Membership Agreement articulates and informs potential Members of the rights and responsibilities of joining [PLN] and establishes the framework for ordering legal relationships among the Members such as payment of fees, sharing of resources, duration of membership, and other facets of the relationship. The Agreement binds Members, [PLN], and any successors in interest to certain conditions specified within it. It also gives some certainty to [PLN] relationships while remaining sufficiently flexible to address evolving needs of [PLN] and Members in a changing technological and legal landscape. In the event of conflicts between [PLN] Charter and the Agreement, the Agreement ultimately controls interpretation and application of the benefits and responsibilities of Members in [PLN].

More importantly, the [PLN] Membership Agreement also articulates the rights and responsibilities of all Members in order to represent those rights and responsibilities as shared goals and as an acknowledgment of Members and [PLN] together working in support of the conditions, criteria, and mission set forth within [PLN] Charter. Thus, as a fundamental condition of [PLN], [PLN] and Members agree that flexibility and modification are equally important to a strict application of this Agreement in ordering the respective relationships of this membership association and in manifesting the intent of the parties that cooperate within it.

“Agreement” means this [PLN] Membership Agreement and any other documents identified herein and specifically incorporated by reference.

“Cache” means a server outfitted with the LOCKSS software (and any other required software as specified in the [PLN] Technical Specifications) for the sole purposes of testing, ingesting, and preserving [PLN] Member collections. Often also referred to as [PLN]-LOCKSS cache for the purposes of [PLN] documentation.

“Central Staff” are those employees and contractors of [host] that provide administrative and technical support to [PLN] Members and help to facilitate Member collaborations.

“Charter” means [PLN] Charter as duly amended from time to time. The Charter is the governing document that establishes membership criteria.

“Content” means any of the digital materials submitted by Members to the [PLN] Preservation Network and satisfying the required collection, legal, and technical standards established by [PLN], including any copies of the materials as submitted and those subsequently migrated to meet new format or technical standards.

“Dark Archive” means that access to content is limited to organizational custodians.

“License” means all those rights necessary for [PLN] to work with all Members in preserving content through a [PLN] Preservation Network that will create multiple copies, distributions, and possible derivatives of a work, including public performance and display rights. That license for some works submitted by the founding The [PLN] Preservation Network is currently a “dark archive” that strictly limits access to the works.

“LOCKSS (Lots of Copies Keep Stuff Safe)” means the open source, peer-to-peer, decentralized digital preservation infrastructure. For more information please see https://www.lockss.org/.

“Material Breach” means any event that violates the terms of this [PLN] Membership Agreement or governing [PLN] Charter including but not limited to these possible conditions of breach:

• Nonpayment of fees or failure to provide one-year notice of cancellation;
• Failure to comply with technical or communication standards or governance and collaboration obligations identified in [PLN] Charter;
• Copying and distributing content via or from the [PLN] Preservation Network that infringes copyright or other activities that violate other local, state, federal, or international law;
• Disrupting the [PLN] Preservation Network or providing a gateway for impermissible encroachments or harmful intrusions that could threaten or cause harm to [PLN], the Preservation Network, or Members.

Members and [PLN] generally enjoy a 90-day opportunity to cure a material breach by working together to reach and reduce to writing a satisfactory solution to the breach. However, in some instances, Members acknowledge and agree that [PLN] may need to immediately terminate a Member’s access to the [PLN] Preservation Network and any interaction with it.

Disruption of the [PLN] Preservation Network by the activities on or through access points within the direct control of a Member could lead to immediate termination at the sole discretion of [PLN]. [PLN] would then work with the Member to identify the causes of the breach and provide the Member with opportunity to cure it, subject to the nature and extent of the underlying intrusion or harm. Members agree to work together reasonably with [PLN] and provide any additional information necessary to investigate the breach. [PLN] agrees to exercise reasonable and appropriate care to protect any confidential information submitted by Members acquired in the course of an investigation or arising from its membership if that information is explicitly identified as confidential and to the extent permitted by law.

“Member” means any entity regardless of classification that has:

• Satisfied membership criteria set forth in [PLN] Charter;
• Received admission through deliberative processes and procedures identified in [PLN] Charter;
• Paid membership fees, where applicable, as determined by [PLN] from time to time;
• Cured satisfactorily any material breaches of this [PLN] Membership Agreement if applicable within the allowed 90-day cure period defined more fully in the responsibilities of members section; and
• Complied fully with technical and other standards set forth in [PLN] Charter, the [PLN] Membership Agreement, or elsewhere if such standards are identified in those documents, such as the LOCKSS software standards and other supporting technical standards.

Members also may include former Members and potential candidates for membership in some contexts of the [PLN] Membership Agreement in order to bring meaning to the intent of this Agreement and to satisfy any provisions surviving the termination of this Agreement through fault or otherwise.

“[PLN] Preservation Network” indicates the technical network and infrastructure of [PLN]. It is comprised of preservation sites administered in geographically dispersed locations by Member organizations. It stores content submitted by Members.

“[PLN] Technical Specifications” means the current documented recommendations and requirements for administering a preservation cache for [PLN].

“Preservation Site” refers to a site that hosts a [PLN]-LOCKSS cache. Preservation sites are administered by Members and hold content submitted by Members to the [PLN] Preservation Network.

“We” and “Our” and “Us” means [PLN] and [host] as its legal representative but would not extend to individual officers and directors of [PLN] or [host] for liability purposes.

“You” and “Your” and “My” means the entity seeking membership in [PLN] and those entities who achieve membership, including more specifically for agreement and signature purposes, a representative of that entity who holds signature and agency authority to create agreements binding that entity.

[PLN] offers membership opportunities in three distinct tiers relative to the goals and preservation needs of Members.

Institutional Members are integral to the research, development, and deployment work of [PLN] and agree to contribute staff and resources to the effort and to participate as addressed more fully under Member responsibilities (below and in [PLN] Charter document). The fee for joining as an Institutional Member is $4,000/year for a three-year period with annual billing opportunities. Institutional Members can agree to host storage servers that meet current [PLN] Technical Specifications, or contribute other critical technology equivalent in value, and receive an annual storage fee exemption allowance. The annual exemption will be 10% of contributed storage volume per three year term (e.g., 48 TB of contributed storage server space allows for up to 4.8 TB of annual storage fee exemption in the network over the course of a single term). Space is otherwise purchased from [PLN] on an annual basis, and the 2024 rate is $.50/GB/year, which covers hard storage costs and administrative overhead involved in ingesting and preserving content.

A Consortial Member is a group of institutions that run a shared, centralized repository and contribute this shared content to the [PLN] Preservation Network (please see eligibility requirements as more specifically described in [PLN] Charter and incorporated by reference herein). Consortial Members engage in ongoing preservation activities and agree to participate in the [PLN] network. The fee for joining as a Consortial Member is $4,000/year for the collaborative, plus a $100 fee per year for each participating institution. Membership is for a three-year period with annual billing opportunities. Consortial Members can agree to host storage servers that meet current Technical Specifications, or contribute other critical technology equivalent in value, and receive an annual storage fee exemption allowance. The annual exemption will be 10% of contributed storage volume per three year term (e.g., 48 TB of contributed storage server space allows for up to 4.8 TB of annual storage fee exemption in the network over the course of a single term). Space is otherwise purchased from [PLN] on an annual basis, and the 2021 rate is $.50/GB/year, which covers hard storage costs and the administrative overhead involved in ingesting and preserving content.

Consortial Members occupy a unique role in [PLN] and therefore further agree that Consortial Members will assume sole and singular legal and other responsibility for the included content and related actions of users whether Consortial Member has or has not secured individual agreements or contractual relationship with contributors to the Consortium. Consortial Members also acknowledge and agree that the Consortial Member will set in place appropriate administrative and policy arrangements in order to assess the copyright, intellectual property, and/or other legal implications of contributor’s activities relating to the Consortial arrangement.

The Individual Membership is an annual and renewable opportunity for a representative from an outgoing Institutional or Consortial Member to continue to be involved in [PLN]. Individual Membership is also open to field practitioners who have no previous or current Institutional or Consortial Membership and who are seeking to learn more about distributed digital preservation. Individual Membership is without cost subject to certain conditions and limitations. Individual Members are permitted to attend all virtual monthly and committee meetings, but are not permitted to vote or make use of the [PLN] Preservation Network. Attendance at any in-person meetings may be subject to a registration fee.

Fiscal payments will be accepted between January 1 and December 31 of each year in order to allow each Member to schedule such payments consistent with its own fiscal schedule. At the time an Institutional or Consortial Member joins, it must alert the [PLN] of the date upon which the Member intends to submit payment to [PLN] (see the Signatures Page).

Some rights and responsibilities vary across tiers consistent with the expectations and benefits available to each tier and the fees administered for joining that tier. We reserve the right to be flexible with regards to each membership category’s rights and responsibilities consistent with [PLN]’s needs.

All Members, with the exception of Individual Members, share some rights and responsibilities in common, including agreeing to membership terms of no less than a three-year duration with a one-year notice to cancel membership. This time frame provides some predictability for [PLN] and will help improve services to all Members by lessening administrative burdens and thus potentially lessening membership fees. [PLN] will address failures to provide appropriate notice according to [PLN] Charter and rules governing continued access to materials and breach set forth elsewhere in this [PLN] Membership Agreement.

[PLN] offers other services to all membership levels on a contractual basis, including consulting and training. Such services may be engaged by negotiating a separate Service Agreement with [PLN].

Discounts: [PLN] at its sole discretion may from time to time but is not required to offer other discounts, incentives, and/or strategies in support of recruitment and retention.

Each Member Institution and Individual Member working with [PLN] receives:

• Service opportunities within [PLN] Committees;
• Opportunities to collaborate with and/or learn from experienced digital preservation administrators, librarians, technologists, and others who work with [PLN];
• The ability to influence the development of [PLN] and the development of distributed digital preservation practices more generally; and
• Additional preservation services that can be purchased at a contract rate (e.g., consulting and training around preservation issues).

Each Institutional and Consortial Member working with [PLN] receives:

• Voting rights in [PLN];
• Distributed archiving of contributed digital collections across multiple, geographically distributed preservation sites;
• Retrieval of the Member’s content in case of a catastrophic loss;
• Assistance with the installation and maintenance of software in compliance with the [PLN] Technical Specifications, documentation of processes and technical standards, and technical support;
• Reports about the Member’s submitted content and about the overall Preservation Network;
• In the case of catastrophic circumstances, the ability to request technical and financial assistance with the restoration of a preservation site’s caches, software, and collections by [PLN]. These requests will be reviewed and, at the discretion of the Membership, either approved or denied; and
• Access to the technical knowledge and expertise of Cooperative Members and technical support to establish and maintain preservation sites in compliance with the [PLN] Technical Specifications.

Consortial Members working with [PLN] also receive: The ability to offset the cost of preservation by capitalizing on their existing, collaboratively hosted repository infrastructures.

All Institutional and Consortial Members working with [PLN] agree to:

• Designate one individual to be a primary organizational contact and voting representative, hereafter Voting Representative. Members may have additional staff participate in meetings and communication channels, and serve on committees and working groups;
• Maintain membership in good standing by fully complying with this [PLN] Membership Agreement and the definition of herein and by acknowledging and agreeing to processes, procedures, and standards of governance found in [PLN] Charter and with technical requirements identified in the Charter or other technical documents identified in Cooperative publications or notices;
• Where applicable, host and maintain storage servers that meet current [PLN] Technical Specifications and make these servers available for Cooperative developments as needed;
• Design and implement system features ensuring compliance with Cooperative security requirements and content validation, including but not limited to integrity checking as well as metadata analysis and tracking;
• Where applicable, install and maintain any other software that may be required for participation in [PLN];
• Participate actively in the [PLN] Preservation Network by ingesting and monitoring content at [PLN]’s request;
• Reproduce and distribute content submitted by other Members only to the extent necessary to conform to the requirements and conditions set forth within this [PLN] Membership Agreement;
• Support at your own expense any and all costs incurred by participating in [PLN], including but not limited to paying membership fees, travel to required meetings, and other costs of participating in [PLN];
• Implement and deploy appropriate standards, processes, procedures, and safeguards for resolving copyright and other legal requirements that might arise in contributing and/or hosting content in order to comply with local, state, federal, and international law, including the use of exceptions set forth within U.S. copyright law such as, but not limited, to good faith, reasonable applications of fair use in Section 107, relevant library reproduction and distribution in Section 108, and elsewhere in the statutes or amendments and/or permissions through “deeds of gift” or other instruments, documents, permissions, or clearance arrangements. Other potential governing laws for Members may require the application of principles such as, but not limited to, country of national origin governing the inclusion of materials and relevant exceptions and conditions governing the hosting of materials and resulting specifically from the geographical location of the preservation node. Members acknowledge and agree that they understand and comply with those laws as applicable in their jurisdictions and internationally. [PLN] is hosted by [host], a nonprofit corporation registered in the United States with jurisdiction existing in the United States;
• Represent and warrant that to the best of their knowledge the Member is not contributing content to the Preservation Network that would infringe the rights of others and that the Member holds sufficient rights to License [PLN] and Members sufficient rights to use the content consistent with the terms of this [PLN] Membership Agreement;
• Hold [PLN] and other Members harmless in the event of infringement, claims of infringement, loss of data, interoperability, and any other technical standards and governance claims by waiving any rights of recovery for any costs or damages associated with your relationships and Agreement with [PLN];
• Indemnify [PLN] to the extent permitted by law for any losses and costs incurred by [PLN] and Members such as but not limited to legal fees, costs, and damage awards arising from infringement or other claims directly related to your activities in working with [PLN] and Members;
• Cure any material breaches of the contract within a 90-day period unless [PLN] agrees in writing to an extension of the cure period; and
• Provide technical and administrative contact information as necessary to enable communication with other Cooperative participants as needed or upon request by [PLN]. All Individual Members working with [PLN] agree to:
• Participate actively in [PLN] by attending virtual monthly and committee meetings; and
• Support at your own expense any and all costs incurred by participating in [PLN], including but not limited to travel to in-person meetings, and other costs of participating in [PLN].

[PLN] is not responsible for preserving your content or making it available to you beyond your membership period.

[PLN] reserves the right to remove any content that [PLN] reasonably believes would infringe copyright or violate other local, state, federal, or international law, interfere with the [PLN] Preservation Network, or for which [PLN] receives a reasonable notice of potential infringement. You waive any claims against [PLN] arising from deletions of content or other losses related to preservation of your content and any rights to physical custody of or access to any copies of content available to [PLN]. You also acknowledge and agree that you hold full responsibility for protecting your content through alternate means beyond those copies deposited in the [PLN] Preservation Network or resulting from your work with [PLN]. The [PLN] Preservation Network is not a replacement for reasonably “backing up” your content and practicing reasonable “backup” practices.

Members acknowledge that the [PLN], like other technology-based efforts, is not a “fail-safe” method and cannot guarantee the preservation and migration of materials. [PLN] is one developing and important approach to digital stewardship and long-term preservation needs of the cultural and academic communities, but like other digital preservation initiatives, [PLN] is still testing and refining strategies, techniques, and tools for resolving long-term preservation issues. [PLN] and Members agree to exercise reasonable care and professionalism in pursuing preservation and those larger goals but make no representations or warranties otherwise regarding services and activities of [PLN] and the Members.

[PLN] also will make good faith efforts to maintain Member access to their own materials in a reasonable and reliable manner, but events and circumstances beyond the control of [PLN] might cause short-term or longer-term disruptions to the [PLN] Preservation Network. The need to deploy new hardware or technology or to perform maintenance or repairs to particular caches or the larger network from time to time also may cause disruptions. You generally will receive reasonable notice of any routine and scheduled technical occurrences through email or other means requested by you for “technical notice” in your application for membership in [PLN]. [PLN] also will direct any “legal notice” to you at the address and to the person identified in your application materials as appropriate for receiving “legal notice.” You are responsible for providing correct contact information to ensure that those individuals with authority to address technical or legal questions can have an opportunity to reply meaningfully to any concerns with this [PLN] Membership Agreement or associated membership issues.