Under FTDI Standards. FTDA agrees that FTDI shall have the right to discipline Members for violating the FTDI Standards that shall be adopted by FTDI for the use of its clearinghouse, communications system, and other business operations to the extent necessary to ensure proper usage thereof and payment therefor by Members associated with the Member Used Intellectual Property, and such discipline may include the imposition of limitations upon or termination of a Member's access to FTDI's clearinghouse, communications system, and other business operations and/or suspension or termination of such Member's Trademark Membership License Agreement, it being understood that such discipline would not extend to that Member's status in FTDA or access to or other benefits or attributes of FTDA membership (other than with respect to such Member's access to FTDI's business operations as referred to above or the use of the Member Used Intellectual Property and the Trademark Membership License Agreement), provided that a Member disciplined by FTDI for violating the FTDI Standards, which discipline results in termination of a Member's access to FTDI's clearinghouse, communications system, and other business operations and/or termination of such Member's Trademark Membership License Agreement, shall have a right of appeal to a neutral arbitrator selected by FTDI and the Member who shall apply the arbitration procedures referred to in Section 7.8; provided further, however, that a Member's right of appeal to an arbitrator under this Section 3.1(d)(2) shall exist only if (i) FTDA shall determine, in its good faith judgment, that such termination was unreasonable, and (ii) such termination was not based, in whole or in part, upon (x) the failure of such Member to meet its financial obligations to FTDI for a period of 60 consecutive days, (y) the occurrence of three or more bonafide customer complaints and/or test order failures within any consecutive 12 month period or (z) the use of FTDI's clearinghouse, communications system or other business operations or the Member Used Intellectual Property in a manner determined by FTDI in its good faith judgment to be inconsistent with FTDI's Standards or the Trademark Membership License Agreement after delivery of notice thereof to such Member not less than thirty (30) days prior to such termination and the failure by such Member to cure such use in such thirty (30) day period. In the event the arbitrator determines upon such appeal that a Member's right to...
Under FTDI Standards. FTDA agrees that FTDI shall have the right to discipline Members for violating the FTDI Standards that shall be adopted by FTDI for the use of its clearinghouse, communications system, and other business operations only to the extent necessary to ensure proper usage thereof and payment therefor by Members associated with the Member Used Intellectual Property, provided that a Member terminated by FTDI for violating the FTDI Standards shall have a right of appeal to a neutral arbitrator selected by FTDI and FTDA who shall apply the arbitration procedures referred to in Section 7.8. In the event the arbitrator determines upon such appeal that a Member's right to use the clearinghouse, communications system, and other business operations should be reinstated, and in the event that the Member has met its financial obligations to FTDI, FTDI shall reinstate the Member, In the event the arbitrator requires more than thirty days in which to render his or her decision, FTDI shall have the right during the pendency of the decision to take whatever steps it deems reasonably necessary to maintain the goodwill associated with the Member Used Intellectual Property used by said Member. The decision of the arbitrator shall be deemed to constitute action by FTDI to maintain the goodwill associated with the Member Used Intellectual Property.
