Agreement and Acceptance. Chartered Affiliate hereby agrees to contribute to the success of AARC by maintaining Good Terms with AARC (as defined below), and AARC hereby accepts such contribution to the success of AARC by Chartered Affiliate and hereby agrees to reward Chartered Affiliate as outlined below.
Agreement Schedule
| If the agreement is signed by |
First Quarter impacted by this Agreement |
| 1/31/2025 |
Q1 2025 |
| 3/31/2025 |
Q2 2025 |
| 6/30/2025 |
Q3 2025 |
| 9/30/2025 |
Q4 2025 |
Actions which Constitute Good Terms. The Chartered Affiliate hereby recognizes and agrees that the success of the AARC in advocating for the respiratory care profession is directly related to the number of its Members who (i) pay annual dues, (ii) participate in AARC activities and (iii) contribute to the success of the annual meetings.
Chartered Affiliate hereby agrees to contribute to the success of the AARC and to obtain and maintain Good Terms with AARC by:
AARC will periodically review affiliates’ AARConnect communities. Affiliates found not to be participating in their AARConnect communities will be consulted regarding how to resolve this issue.
Actions that Constitute a Lack of Good Terms. Additionally, the Chartered Affiliate hereby agrees that it shall not be considered to be in Good Terms if it shall directly or indirectly:
a. Release AARC’s membership data to a third party without the prior written consent of AARC; or
b. Commit any acts, that the AARC shall determine undermines its success.
Examples of this include but are not limited to the following: creating strategic alliances with or promotion of competing entities that are in direct competition with the AARC for paid membership, education, advertising or exhibiting revenue, OR whose mission and vision conflict with those of the AARC, unless otherwise mutually agreed upon in advance by the AARC and the Chartered Affiliate.
Failure to Maintain Good Terms. The Chartered Affiliate shall forfeit their revenue sharing for memberships purchased in the relevant quarter.
Compliance by Quarter
| Affiliate must maintain Good Terms Status |
Quarter Impacted |
| 1/01/2025 - 3/31/2025 |
Q1 2025 |
| 4/1/2025 - 6/30/2025 |
Q2 2025 |
| 7/1/2025 - 9/30/2025 |
Q3 2025 |
| 10/1/2025 - 12/31/2025 |
Q4 2025 |
Revenue Sharing for Obtaining and Maintaining Good Terms Status. The AARC shall pay the Chartered Affiliate a revenue sharing fee of fourteen dollars ($14) for each Active and Associate membership purchased and a pro-rated amount for each Early Professional (level 3 and 4) and Senior membership purchased (Attachment 1) in the Chartered Affiliate’s state that meets the requirements of being in Good Terms with the AARC (as defined herein). This is on the condition that AARC’s membership remains above 35,000. If the membership drops below 35,000, revenue sharing distributions will be prorated appropriately.
Additional Benefit: Chartered Affiliates who have signed this agreement and are in Good Terms will have access to the email addresses of those members who have not opted out of sharing them with their Chartered Affiliate. Restrictions of use and the lifecycle of those email addresses are outlined in the accompanying attachment.
| Timeframe |
Chartered Affiliate Responsibility |
AARC Responsibility |
| Q1 |
3 Promotions of AARC Membership on social media and/or affiliate’s website and 6 new posts in affiliate’s AARConnect community
|
Provide promotional materials for each quarter.
|
| Q2 |
3 Promotions of AARC Membership on social media and/or affiliate’s website and 6 new posts in affiliate’s AARConnect community
Complete mid-year Confirmation Form.
|
Provide promotional materials for each quarter. |
| Q3 |
3 Promotions of AARC Membership on social media and/or affiliate’s website and 6 new posts in affiliate’s AARConnect community
|
Provide promotional materials for each quarter. |
| Q4 |
3 Promotions of AARC Membership on social media and/or affiliate’s website and 6 new posts in affiliate’s AARConnect community
Complete end-of-year Confirmation and Agreement Renewal.
|
Provide promotional materials for each quarter. |
Resources for Chartered Affiliates. The AARC will provide promotional materials for each quarter. Affiliates will complete a mid-year confirmation form acknowledging they have made the necessary promotions. AARC staff will also conduct periodic audits to confirm whether Affiliates are completing their promotions. Affiliates found not to be participating will be consulted regarding how to resolve this issue. Additionally, AARC will provide instructions for sharing AARC posts and promotional materials to Affiliate social media channels.
AARC State Affiliate Communities. AARC will provide direct access through AARConnect to members of the Chartered Affiliate for professional and business-related purposes. (Refer to Policy No. CA.008 – Chartered Affiliates – AARC Affiliate AARConnect Community Policy/Procedure). Communication in the community as it is referenced above is defined as a new post made by any member of the affiliate in the affiliate’s AARConnect community.
Member Email Addresses. AARC will provide all domestic members opportunity to opt out of sharing their email addresses with their affiliate. For every member who agrees to share their email address, AARC will provide those email addresses on the state society rosters. These email addresses may only be used if they are displayed in the online rosters. See Attachment 2 for further explanation. If an affiliate is not in Good Terms, they will lose the right to access the email addresses until they are back in Good Terms.
Scope of Use: Email addresses obtained via AARC may only be used for Chartered Affiliate correspondence. They should not be used for any communication that would violate the affiliate’s Good Terms status with the AARC.
Term. This agreement shall begin January 1, 2025 and terminate December 31, 2025.
Terms To Be Exclusive. This written Agreement contains the whole and entire agreement between the parties and supersedes any and all other agreements between them. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representation inducing the execution and delivery hereof except such representations as are specifically set forth herein and each party acknowledges that it has relied on its own judgment in entering into the Agreement. The parties further acknowledge that any statement or representations that may have heretofore been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in connection with its dealings with the other.
Waiver Or Modification Ineffective Unless in Writing. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received as evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as
Contract Governed by Law of State of Texas. This Agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of Texas. In any action, special proceeding, or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Texas shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which the action or special proceeding may be instituted.
Good Terms Status Determined Solely by AARC. Chartered Affiliate shall perform all duties required of it under this Agreement in a satisfactory manner, and AARC shall be the sole judge as to whether Chartered
Affiliate is in Good Terms with AARC hereunder and pursuant to Article X of the AARC Bylaws in accordance with the following:
AARC encourages Chartered Affiliate to seek an advisory opinion with respect to whether a prospective act would cause Chartered Affiliate to lose its Good Terms status. In the event the Chartered Affiliate requests such advisory opinion, the AARC’s Executive Director, or their designee shall respond in writing to the Chartered Affiliate within seven (7) business days from the date of inquiry.
In the event the Chartered Affiliate fails to accept the response given by the Executive Director, or their designee with respect to (i) whether the Chartered Affiliate is in Good Terms, or (ii) whether a prospective act would cause the Chartered Affiliate to cease to be in Good Terms, the Chartered Affiliate may appeal such response to the attention of the AARC’s Board of Directors for its consideration. The AARC’s Board of Directors may request additional input from the Chartered Affiliate before rendering a final decision on such matter.
Termination. Either party may terminate this Agreement by giving thirty (30) days written notice to the other party. Such notice shall be effective when received by the party to be notified. If all costs are prepaid by the sender, notices may be sent by any reasonable method, including hand delivery, mail, email, or fax.
Waiver of Breach. The waiver by the AARC of a breach of any provision of this Agreement by the Chartered Affiliate shall not operate or be construed as a waiver of any subsequent breach by the Chartered Affiliate.
Binding Effect on Agreement. This Agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors, and assigns.
Captions. The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define, or limit the scope or intent of the provisions of this Agreement.
Severability. If any provisions of this Agreement are invalid, void or are unenforceable in whole or in part for any reason, the remaining provisions shall remain in full force and effect.
Confidentiality. The Chartered Affiliate and the AARC agree that all of the terms and provisions of this Agreement are confidential and that none of the terms of this Agreement may be disclosed to any party without the express written permission of the Chartered Affiliate and the AARC, unless otherwise required by law.