Membership Agreement

Last Revised: November 27, 2017

PLEASE READ THESE TERMS OF USE CAREFULLY.

BY ACCESSING, USING AND PARTICIPATING IN THE CLEARACTION VALUE EXCHANGE (“Exchange”), YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN THE CLEARACTION VALUE EXCHANGE.

The ClearAction Continuum General Terms and Conditions (available at https://clearaction.com/legal) are hereby incorporated by reference into these Exchange Membership Rules and Terms (“Rules and Terms”). These Rules and Terms do not alter in any way the terms or conditions of any other agreement you may have with ClearAction Continuum, or its subsidiaries or affiliates, for products, services or otherwise. You hereby represent and warrant that you are able to accept these Rules and Terms, AND BY YOUR USE AND PARTICIPATION IN THE EXCHANGE, YOU SPECIFICALLY AGREE TO ABIDE BY THEM. THESE RULES AND TERMS ARE VOID WHERE PROHIBITED BY LAW, AND THE RIGHT TO ACCESS AND USE THE Exchange IS REVOKED IN ANY SUCH JURISDICTION.

ClearAction Continuum reserves the right to change or modify Membership Rules and Terms or any policy or guideline of the Exchange at any time and at its sole discretion. You hereby waive any right you may have to receive specific notice of changes or modifications to membership Rules and Terms. Therefore, you should periodically review these Rules and Terms and all applicable Exchange Terms and policies, as any changes or modifications will be effective immediately once they have been posted online. Your continued use of the Exchange following the posting of changes or modifications will confirm your acceptance of those changes or modifications. If you do not agree to changes or modifications, you must stop using the Exchange.

Copyright and Limited License
Unless otherwise indicated, the Exchange and all content and other materials in the Exchange, including, without limitation, the logo, designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Exchange Content”) are the proprietary property of ClearAction Continuum or its sponsors or licensors and are protected by U.S. and international copyright and/or other intellectual property laws.

Subject to these Terms, ClearAction Continuum grants you a limited, non-exclusive, non-sublicensable and fully revocable license (“Exchange License”) to access and use the Exchange and Exchange Content during the time that you are in compliance with these Terms.

Participation in the ClearAction Value Exchange
Your use of the Exchange shall be for non-commercial purposes, which means you shall not copy or redistribute Exchange content for any reason other than your internal company use.

Each person in your organization shall protect their individual log-in information solely for their individual use. In addition, you shall not:

  • Attempt to use the Exchange to harass, abuse or harm, or to advocate or incite harassment, abuse or harm of another person or group.
  • Post any abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive content or information or any content or information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content.
  • Solicit or attempt to solicit personal information from other Members of the Exchange, or harvest or post anyone’s private information, including personally identifiable or financial information in or through the use of the Exchange.
  • Advertise, spam or distribute any malware, spyware or other malicious content in or through the Exchange.
  • Engage in any illegal conduct or intentionally or unintentionally violate or promote the violation of any applicable laws or regulations.
  • Reverse engineer, de-compile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used in the Exchange.
  • Attempt to gain unauthorized access to the Exchange, Member accounts registered to others or to the computers, servers, or networks connected to the Exchange by any means other than the Exchange’s user interface.
  • Disrupt or overburden any computer or server used by or in the Exchange, or become involved in any type of attack (including but not limited to distribution of a virus and denial of service attacks), or in any other way attempt to disrupt the Exchange or any other Member’s use or enjoyment of the Exchange.
  • Disrupt the Exchange in any manner (including but not limited to using automation software, bots, hacks, mods or any software designed to modify or interfere with the Exchange or Exchange experience).

Member Content
Members are responsible for any content or information they post or transmit in the Exchange, and ClearAction Continuum assumes no responsibility for the conduct of any Member submitting any content or for the information transmitted by any Member. You shall not make available in the Exchange any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity, or impersonates any other person.

ClearAction Continuum assumes no responsibility for monitoring the Exchange for inappropriate or illegal content or conduct, and has no obligation to monitor Member content. To the extent ClearAction Continuum becomes aware of any Member content, it shall have the right, in its sole discretion, to edit, refuse to post, or remove any Member content. ClearAction Continuum may monitor and/or record your communications while you are using the Exchange, and you hereby provide your irrevocable consent to such monitoring and recording.

Member Submissions
The Exchange experience may provide you and other Members the opportunity to submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information about the Exchange (“Submissions”). Submissions, however they are transmitted, are non-confidential as between you and ClearAction Continuum and shall become the sole property of ClearAction Continuum upon receipt. ClearAction Continuum shall own, and you hereby assign to ClearAction Continuum, all right title and interest, including all intellectual property rights, in and to such Submissions, and ClearAction Continuum shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree to execute any documentation required by ClearAction Continuum (in its sole discretion) to confirm such assignment to, and unrestricted use and dissemination by, ClearAction Continuum of such Submissions.

Third-Party Content or Advertising
ClearAction Continuum may, from time to time, provide third-party content in the Exchange and may provide, as a service, links to webpages and content of third parties (“Third-Party Content”). ClearAction Continuum does not monitor or have any control over any Third-Party Content or third-party websites. Unless otherwise expressly stated by ClearAction Continuum, ClearAction Continuum does not endorse or adopt, and is not responsible or liable for any Third-Party Content. ClearAction Continuum does not make any representations or warranties of any kind regarding the Third-Party Content, including, without limitation, any representations or warranties regarding its accuracy, completeness or non-infringement. ClearAction Continuum undertakes no responsibility to update or review any Third-Party Content, and Members use such Third-Party Content contained therein at their own risk.

Eligibility to Use the Exchange
The Exchange is not targeted to or intended to be used by anyone under the age of 18. If you are under the age of 18, you may only use the Exchange under the supervision of a parent or legal guardian who agrees to be bound by these Rules and Terms.

To use the Exchange, you must comply with these Rules and Terms, and have a valid Exchange account and membership in good standing. You are responsible for maintaining the security of your account and ensuring that no unauthorized person has access to your account. In the event an unauthorized person gains access to your account, you must notify ClearAction Continuum immediately at

co*****@cl*********.ca











. If you have previously been suspended or removed from the Exchange or any other sites or services operated by ClearAction Continuum, than you may not access or use the Exchange. By signing into the Exchange, you are representing and warranting that you haven’t been suspended or removed from the Exchange or any ClearAction Continuum’s service (“Service”).

All Sales Final
You agree that all sales of Exchange Memberships and sponsorships are final. No refunds will be given, except at ClearAction Continuum’s sole and absolute discretion. You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you.

Member Disputes
You are solely responsible for your interactions in the Exchange with other Members and any other Parties with whom you interact through the Exchange and/or ClearAction Continuum Services. ClearAction Continuum reserves the right, but has no obligation to become involved in any way in these disputes.

As a condition of using the Exchange, you release ClearAction Continuum (and ClearAction Continuum’s shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have, or claim to have, with one or more Members of the Exchange.

DMCA
ClearAction Continuum’s policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright infringing materials found within the Future Exchange Service can be identified and removed via the ClearAction Continuum DMCA compliance process posted at https://clearaction.com/dmca. You agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.

Privacy
Your privacy is important to ClearAction Continuum. Please carefully review the ClearAction Continuum privacy policy at https://clearaction.com/privacy, which is incorporated by reference into this Agreement. ClearAction Continuum’s privacy policy details the way information about you is collected, used and disclosed.

Account Ownership
ClearAction Continuum owns your Account and the content generated by you. You agree that you do not own the Account created for your use in the Exchange, nor do you own any data ClearAction Continuum or its partners store on their servers (including without limitation, any data representing or embodying any or all of the Exchange Content or content submitted by you).

Termination
Notwithstanding any of these Rules and Terms, ClearAction Continuum reserves the right, without notice and at its sole discretion, to terminate your license to use the Exchange and block or prevent your future access to, and use of, the Exchange.

Questions
If you have any questions about these Terms and how they relate to the Exchange, please email ClearAction Continuum at

co*****@cl*********.ca











 with the subject line “Membership Terms Question”.