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MEMBER'S CLASSIFICATION

 There shall be six (6) classes of membership (“Membership Classes”) in the HTI Foundation representing Members that publicly, but nonexclusively, support the Purposes of the HTI Foundation as specified in the Bylaws:

  1. Strategic Developer Members. Strategic Developer Members shall be entities that agree to abide by the obligations set forth in the Membership Agreement. Strategic Developer Members shall be entitled to Board representation and shall be permitted to vote with the Membership At-Large, as set forth in the Bylaws.

  2. Strategic Consumer Members. Strategic Consumer Members shall be entities that agree to abide by the obligations set forth in the Membership Agreement. Each Strategic Consumer Member shall be entitled to Board representation and shall be permitted to vote with the Membership At-Large, as set forth in the Bylaws.

  3. Enterprise Members. Enterprise Members are Sustaining Members and thus are entitled to HTI Business Advisory Council (BAC) representation includes the professional specialists and consultants in financial and banking area shall not be represented on the Board of Directors and shall not be permitted to vote with the Membership At-Large, but shall be permitted to vote with the BAC. Enterprise Members and Solutions Members are collectively referred to as “Sustaining Members”.

  4. Solutions Members. Solutions Members shall be entities that agree to abide by the obligations set forth in the Membership Agreement. Solutions Members are Sustaining Members and thus are entitled to HTI Business Advisory Council (BAC) representation, shall not be represented on the Board of Directors and shall not be permitted to vote with the Membership At-Large, but shall be permitted to vote with the BAC. Enterprise Members and Solutions Members are collectively referred to as “Sustaining Members”.

  5. Committee Members. Committer Members shall be individuals that are involved in the development of the HTI Platform but do not fall within any other Membership Class, are selected as “Committers” in accordance with the Committer Member process set forth in the Membership Agreement, and agree to abide by the obligations set forth in this Agreement. Committer Members shall not be represented on the Board of Directors and shall not be permitted to vote with the Membership At-Large.

  6. Associate Members. Associate members shall be entities that agree to abide by the obligations set forth in the Membership Agreement. Associate Members shall not be represented on the Board of Directors and shall not be permitted to vote with the Membership At-Large.

MEMBER'S RIGHTS AND OBLIGATIONS

  1. Generally. HTI Business Advisory Council (BAC) is the professional Committee includes Sustaining Members, the professional specialists and consultants in financial and banking areas, representatives of affiliated companies of HTI Platform and acts as the professional consulting body of HTI Platform in accordance with instructions of Foundation Council, as set forth in the Bylaws. Member agrees to pay the annual fees established for its Membership Class, if any, as set forth in Exhibit C hereto, as may be amended from time to time in accordance with the Bylaws. Member agrees to abide by other terms relating to the payment of fees, as further specified in Section 2.4 herein. Any Developers (as defined in Exhibit B) contributed by Member to work on HTI Platform development projects will be fully compensated by Member and not by the HTI Foundation.

  2. Compliance with Policies. Member agrees to abide by and shall have all applicable rights and obligations as set forth in, the Bylaws, the HTI Foundation Intellectual Property Policy (the “IP Policy”), and any and all additional policies and procedures adopted by the HTI Foundation, as may be amended from time to time in accordance with the Bylaws.

  3. Compliance with HTI Public Policy. Member has reviewed, and agrees to abide by, and shall have all rights and obligations as set forth in, the HTI Foundation charter (“CHARTER”), as may be amended from time to time in accordance with the Bylaws. Member agrees that the CHARTER will serve as both the general contribution policy for the HTI Foundation as well as the distribution policy unless otherwise agreed to in accordance with the Bylaws.

  4. Late Fees / Costs and Expenses.

    1. Late Fees. If a Member’s payment of its annual membership dues is not fully paid within sixty (60) days of its invoice due date, a late fee representing one percent (1%) of the delinquent membership dues shall be added to such membership dues, compounding monthly, commencing on the 31st day following the invoice date. Additionally, if a Member qualifies for quarterly payment of its annual membership dues (according to Exhibit A) and has not fully paid a payment within thirty (30) days of its invoice due date, a late fee representing one percent (1%) of the delinquent membership dues shall be added to such membership dues, compounding monthly, commencing on the 31st day following the invoice date.

    2. Costs and Expenses. Each Member shall bear all of its own costs and expenses related to membership in the HTI Foundation including, but not limited to, the compensation payable to Member’s employees and consultants (including, without limitation, Developers assigned to participate in Development Teams) that participate in the HTI Foundation on behalf of Members, and all travel and other expenses associated with Member’s participation in HTI Foundation meetings, conferences, and development projects. Except as otherwise set forth in this Agreement or in the Bylaws, Member understands and agrees that Member has no rights of reimbursement from the HTI Foundation.

No Warranty.

THE HTI FOUNDATION AND MEMBER EACH ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL INFORMATION PROVIDED TO OR BY THE HTI FOUNDATION UNDER MEMBERSHIP AGREEMENT IS PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND THE HTI FOUNDATION AND MEMBER EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH INFORMATION.

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Limitation of Liability.

IN NO EVENT WILL EITHER THE HTI FOUNDATION'S MEMBER BE LIABLE TO EACH OTHER OR ANY OTHER MEMBER OR THIRD PARTY UNDER THIS AGREEMENT FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

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