ClearAction Value Exchange Membership Agreement
- You must be 18 years or older to be part of this Program.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- Your login may only be used by one person – a single login shared by multiple people is not permitted.
- One person or legal entity may not maintain more than one account.
- You are responsible for maintaining the security of your account and password. ClearAction Continuum cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account.
- You may not use the Exchange for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
- You may not use the Exchange for commercial purposes, which means you will not copy or redistribute Exchange content for any reason other than your internal company use.
Copyright and Limited License
Unless otherwise indicated, the Exchange and all content and other materials in the Exchange, including, without limitation, the logo, text, graphics, photos. video, audio, data, software, and 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-sublicensble and fully revocable license to access and use the Exchange and Exchange Content during the time that you are in compliance with these Terms of Service.
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 will 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 non-compliant Member content, it will have the right, in its sole discretion, to edit, refuse to post, or remove any Member content.
The Exchange experience may provide you and other Members with opportunity to submit questions, comments, suggestions, ideas, plans, notes, drawings, creative materials or other information related to 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 rights, title and interest, including all intellectual property rights, in and to such Submissions. ClearAction Continuum shall be entitled to the unrestricted use and dissemination of these Submissions for non-commercial purposes, without 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. Exceptions apply to authors of Solve-SpacesTM and Insights Vault posts, where authors’ attribution shall be published and authors’ copyright shall be respected.
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 and licensees) 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.
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 control over Third-Party Content or third-party websites. Unless otherwise expressly stated, 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.
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 Exchange 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.
Conduct Within the Exchange
As a condition to your participation in the Exchange, you agree that while you are an Exchange participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are an Exchange participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Exchange you will comply with our policies to ensure a safe and inclusive community. Accordingly, you will 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.
- 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).
Limitations of Liability
ClearAction Continuum will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Exchange, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Exchange will not exceed the total membership fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Exchange or any products sold through the Exchange (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Exchange will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with ClearAction Continuum or any of our affiliates will be submitted to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement will be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
This Agreement will be governed by the laws of The United States, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
The failure of ClearAction Continuum to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and ClearAction Continuum and govern your use of the Service, superseding any prior agreements between you and ClearAction Continuum (including, but not limited to, any prior versions of the Terms of Service).
Last Revised: 29 April 2019