Amical Wikimedia/Doc1

Preamble

The Wikimedia Foundation, Inc. is an international non-profit organization dedicated to encouraging the growth, development and distribution of free, multilingual content, and to providing the full content of these wiki-based projects to the public free of charge. Partner organizations are independent organizations, which operate in a specific cultural region and support the aims of the Wikimedia Foundation. This agreement constitutes the formal recognition of this independent organization as a Wikimedia Partner and defines the rights and obligations of both the Wikimedia Foundation and the Wikimedia Partner.

1. Mission

The Partner and the Foundation shall seek to mutually support the activities each of the other. The declared goals of the Partner and those of the Wikimedia Foundation must not be in opposition.

2. Name

The Partner, Amical Viquipèdia, is authorized to operate under the name “Amical Viquipèdia. Wikimedia parner organization”. Herein after referred to as “partner”.

3. Geographic limits

This Partner is authorized to operate in the geographic region of Catalan culture. This region is composed by: Andorra, The city of Alghero in Italy, the autonomous communities of Balearic Islands, Catalonia and Valencia in Spain, the department Pyrénées-Orientales in France and the territories of Western Strip and Carche in Spain. The organization must be dully registered following the laws of any one of those areas. In the geographic regions where there is a Wikimedia Local Chapter, the Partner must:

In direct targeted fund raising solicitations to persons or organizations in these regions. Inform clearly of the possibility of contributing to the Wikimedia Local Chapter.
In all public activities. Inform previously of their realization the Wikimedia Local Cchapter.

The partner is authorized to sign agreements with the Local Chapters to coordinate actions, cooperate, and act on behalf of the Chapter for those activities the Partner and the Chapter may agree.

4. Wikimedia logos and trademarks

4.1. The Wikimedia Foundation seeks to protect its interest in its trade and business marks in addition to ensuring that its good reputation is not tarnished by the improper use of those marks.
4.2. The Partner is obliged to utilize the Wikimedia logo and name in all their related activities and is hereby authorized to do so by the Foundation.
4.3. Where necessary to disambiguate, a logo depicting the name of the Partner may be used adding the subtitle “Partner organization”. Any such logo must be approved in advance by the Foundation.
4.4. The Partner will respect the Wikimedia visual identity guidelines, of which a copy (appendix 1) is joined to this contract.
4.5. The use of the Wikimedia logo and Partner logo by the Partner shall be free of any payment or royalties.
4.6. The Partner will as far as possible ensure that use of the logo and trademark does not create confusion with use by the Wikimedia Foundation.
4.7. Commercial use of the Wikimedia name, logo, or localized logo shall be subject to the terms of a separate trademark agreement between the two parties.

5. Other logos and trademarks

5.1. The Foundation owns, controls and uses many additional marks. These marks may be listed in an appendix of this contract and may vary from time to time.
5.2. Commercial or noncommercial use of these additional marks by the Partner shall be subject to the terms of a separate trademark agreement between the two parties.

6. Conduct

6.1 The Partner shall seek to ensure in all dealings that it does not appear to speak for or act for the Foundation except insofar as may be agreed upon with the Foundation. The Foundation shall not speak or act on behalf of the Partner except insofar as may be agreed upon with the Partner.
6.2 The Partner agrees to support the activities of the Foundation so far as it is permitted to do so and to refrain from (a) engaging in any illegal activity; (b) engaging in any social or political activism which might distract from the promoting of free content and knowledge; and (c) engaging in any activity that might negatively impact the work or image of the Wikimedia Foundation.
6.3 The Foundation agrees to support the activities of the Partner and to not engage in any activity that might negatively impact the work or image of the Partner.

7. Bylaws

7.1. The Partner shall supply to the Foundation a copy of its bylaws and or incorporation documents together with a certified translation into English if not already in that language.
.2. The Partner shall be required to advise the Foundation of any planned or actual change in the bylaws or status of the Partner that might affect the Foundation or the continued existence or effectiveness of this contract.
7.3. The Foundation shall be required to advise the Partner of any planned or actual change in the bylaws or status of the Foundation that might affect the Partner or the continued existence or effectiveness of this contract.

8. Activity report

8.1. The Partner shall supply a written activity and financial report in English at least once a year to the Foundation, within four months of each partner year end.
8.2. The Foundation shall supply a written activity and financial report from the Foundation Board in English to the Partner within four months of each Wikimedia Foundation year end.

9. Duration and revocation

The term of this agreement is one year and is automatically renewed unless either party gives notice three months in advance. Notice of revocation needs to be made in writing and given to the other party. Upon termination of this agreement, the partner will cease to be recognized.

10. Applicable Law

This agreement is subject to the laws of the United States of America and the State of California, without regard to conflict of law rules.

11. Jurisdiction and Venue

The Foundation and Partner agree that in the event of litigation, venue shall be proper only in the courts of competent jurisdiction for San Francisco County, California. The Foundation and Partner agree to be subject to the jurisdiction of said courts for purposes of any action brought pursuant to this agreement.

12. Mandatory Mediation

Prior to the commencement of any lawsuit, both parties agree to a mandatory mediation process, to be conducted in person before a certified mediator agreed by the parties. Upon completion of good faith mediation and certification of an impasse by the mediator, either party may bring suit no sooner than 30 days following the certification of impasse.