OIA CLIMATE ACTION CORPS MEMBERSHIP TERMS

By joining the Climate Action Corps, your organization acknowledges and agrees to abide by the following Terms of Engagement. These terms apply to all Climate Action Corps member organizations and their employees engaged in Climate Action Corps activities. You agree that you are an employee or agent of a company and are entering into this Agreement for use of the System (as defined herein) by company for company’s own internal business purposes in accordance with this Agreement. You hereby agree that you enter into this Agreement on behalf of company and that you have the authority to bind company to this Agreement.

OIA IS WILLING TO PROVIDE ACCESS TO THE SYSTEM TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. BY ACCESSING OR OTHERWISE USING THE SYSTEM, INCLUDING ANY UPDATES, UPGRADES, OR NEWER VERSIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OIA IS UNWILLING TO PROVIDE THE SYSTEM TO YOU, AND THEREFORE, DO NOT COMPLETE THE DOWNLOAD PROCESS (IF APPLICABLE), ACCESS OR OTHERWISE USE THE SYSTEM. IF YOU DO NOT ACCEPT THIS AGREEMENT,YOU SHOULD IMMEDIATELY RETURN ANY CONTENT AND CEASE ANY USE OF THE SYSTEM. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE YOU CLICK “I AGREE” OR SIMILAR, OR OTHERWISE ACCESS THE SYSTEM (THE “EFFECTIVE DATE”).

You, on behalf of yourself and the organization you represent (“you” or “member”), hereby agree to:

• Designate one primary employee contact who will oversee Climate Action Corps activities and disseminate information internally for your company. This contact will invite other employees in your organization to participate in Corps activities as needed, including the members-only online community, trainings and meetings.
• Ensure at least one representative from your company attends all “all-member” Climate Action Corps virtual and/or in-person meetings, and any relevant online trainings.
• Ensure any newly designated employees of your organization who will be participating in Climate Action Corps activities either attend or listen to a recorded new member orientation to ensure appropriate on-boarding.
• Act as a helpful steward to new or prospective Climate Action Corps members.
• Engage regularly in the Climate Action Corps online members-only community through discussion, document sharing, surveys/polls and other activities.
• Follow Chatham House rules (https://www.chathamhouse.org/chatham-house-rule) in all discussions, whether in-person, online or via phone, to ensure privacy of other members. Do not disclose the identity or affiliation of any discloser of information.
• Adhere to the Climate Action Corps Communications Guidelines, including use of the Climate Action Corps logo and other marks.
• Obtain prior written approval by the OIA Climate Action Corps team for any non-employees (e.g. interns) to access the Climate Action Corps online community, trainings or other materials. Any approved, non-employee designated users will be granted access for a period of up to 6 months, upon which time access can be extended based on written approval by the member organization and OIA Climate Action Corps staff. Access for non-employees may be revoked by OIA at any time. You are responsible for all acts and omissions of your employees, interns, and anyone who accesses any Climate Action Corps material on your behalf. 
• DO NOT SHARE the Climate Action Corps Guidebook or training recordings/registration links publicly, or, with any individual outside your organization. These materials are OIA’s Confidential Information and OIA considers and treats them as a trade secret. For clarity, this also means you can’t share this information with 3rd party consultants of any kind, media, other companies, non-profit organizations or any non-Climate Action Corps member organization. The Climate Action Corps Guidebook, and any recorded or published webinars and associated training materials (e.g. PowerPoint presentations or other documents) are intended for internal use by Climate Action Corps members only.
• Provide your annual progress report by the specified deadline (within Q1 of each year, for the previous year) to be publicly shared on OIA’s climate action website. One of the unique characteristics of the Climate Action Corps is our commitment to transparency and accountability. Member progress reports are simple, qualitative, non-scored reporting tools that demonstrate how a member is progressing along the MEASURE, PLAN, REDUCE, SHARE pathway, and will enhance the credibility of our initiative. These reports emphasize progress over perfection. Members are not required to achieve a certain position each year, but rather, show progress along the path. Note that your progress report will be published on the OIA website, so do not submit any confidential information.
• Provide quantitative greenhouse gas emissions measurement data in a manner, format and timeline requested by OIA, for the purposes of aggregating an outdoor industry-wide “carbon footprint.” This information will be kept confidential by OIA per the attached Terms and Conditions (point 7). Notwithstanding, OIA may use and share such information on a de-identified basis for research and for the purpose of publicly reporting industry aggregate data. You will use best efforts to mark this information “confidential” or similar.
• Comply with the Terms and Conditions below (together with these Terms of Engagement and the Communications Guidelines, the “Agreement”).

Failure to adhere to these terms may result, in OIA’s sole discretion, in the inability to renew and/or termination of your Climate Action Corps membership and/or some or all of its privileges, including inability to communicate publicly about your membership, loss of access to the online community, Guidebook, trainings and other resources.

Terms and Conditions

1. License and Restrictions. Subject to the terms and conditions of this Agreement, OIA hereby grants to Member a personal, non-exclusive, non-transferable, and non-sublicensable right for Member and its employees to access and use the Climate Action Corps data, guidebooks, content, website, tools, functionality, reports, features, and other information (collectively, the “System”) for Member’s internal use during the term of the Agreement only. Member agrees that it will not, and will not allow any third party to: (i) reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the System or any component thereof; (ii) copy, reproduce, modify, adapt sell, lease, sub-license, market or commercially exploit in any way the System or any content or component thereof; (iii) use, or permit the use of, the System except for the purpose stated herein; (iv) interfere in any manner with the operation of the System; (v) remove, alter, or obscure any proprietary notices displayed in connection with the System; or (vi) use the System or any content in connection with creating a competing product or service. Member is solely responsible for all usage or activity on Member’s account. Member will abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with its access or use of the System, including those related to data privacy, international communications and the transmission of technical or personal data. Member will not use the System for any anticompetitive reasons.

2. Payment. Fees are due annually in advance and are non-refundable and non-returnable. If you do not pay your fees by the date of the applicable invoice, OIA may, upon notice to you, terminate this Agreement and your membership.

3. Term and Termination. This Agreement shall begin on the Effective Date and shall continue for one (1) year, at which point it shall continue to renew for successive one (1) year periods unless either party provides written notice to the other party of its intention not to renew at least 30 days prior to the end of the then-current term. Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 15 days of receipt of written notice detailing such breach. Additionally, OIA may terminate this Agreement immediately if it suspects any misrepresentation, fraud, or false statements by Member. Upon termination or expiration of this Agreement or an order form, all rights granted to the Member in this Agreement to access and use the System will immediately cease to exist; and the Member must promptly discontinue all use of the System. Each party will return the Confidential Information of the other party upon any termination or expiration. The restrictions (not the license) in Section 1, Section 3(b), the disclaimers in Section 4, and Sections 5-8 shall survive any termination or expiration of this Agreement.

4. Ownership.

• a. Data. Member hereby grants to OIA a non-exclusive, non-transferable right and license to use, copy, modify, display, and transfer the Member Data during the term of this Agreement for the purposes of performing OIA’s obligations hereunder and operating the Climate Action Corps, including without limitation the ability to share with its third party partners in connection therewith and to publish the annual progress report from Member. Member represents and warrants: (i) it has the right to provide the Member Data to OIA and to authorize OIA to use it as set forth herein; (ii) OIA’s use of the Member Data will not violate, infringe, or misappropriate any third party’s or person’s rights; and (iii) all Member Data submitted will be accurate, complete, and not misleading. “Member Data” means all data, information, or material that Member submits to the System during Member’s access or use of the System, including without limitation any progress report information. Additionally, OIA collects information and data on how the System is used by Member (the “Usage Data”) and reserves the right to disclose to use, modify, and share such Usage Data in its discretion so long as it does not disclose or identify Member or its Users. OIA owns all Usage Data. OIA will collect, use, and share information in accordance with its privacy policy at ____________. To the extent there is any conflict between this Agreement and the privacy policy, this Agreement shall control.
• b. Intellectual Property Rights. OIA and its licensors shall retain all ownership, title, copyright, patent, trademark, and other proprietary rights in and to the System and all content therein, the OIA websites, the documentation, all content therein in each, and any component thereof, and all content, features, and functionalities of the System, including all improvements, enhancements, and derivatives made by either party hereto. All rights in and to the System not expressly granted to Member in this Agreement are reserved by OIA and its licensors.

5. Warranty and Disclaimer. OIA warrants that it will use reasonable efforts designed to ensure the System will substantially conform to OIA’s documentation. OIA’s sole obligation, and Member’s sole remedy for any warranty claim shall be for OIA to use reasonable efforts to correct the System or reperform the work. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, OIA AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WHETHER WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. OIA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT OR GUARANTEE ANY PARTICULAR OUTCOME FOR MEMBER OR ANY THIRD PARTY, AS A RESULT OF THIS AGREEMENT OR THE PERFORMANCE OF SERVICES. SOME CONTENT ON THE SYSTEM MAY INCLUDE MATERIALS PROVIDED BY THIRD PARTIES, INCLUDING OTHER MEMBERS, AND ALL SUCH MATERIALS ARE PROVIDED AS-IS AND WITHOUT WARRANTY AND OIA DOES NOT VERIFY THE ACCURACY OF SUCH INFORMATION. 

6. Limitation of Liability. IN NO EVENT SHALL OIA’S ENTIRE CUMULATIVE LIABILITY TO A MEMBER AND AFFILIATE ARISING UNDER THIS AGREEMENT OR RELATED TO THE SERVICES OR SYSTEM, IF ANY, EXCEED THE FEES PAID TO OIA BY MEMBER PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE DATE UPON WHICH THE CAUSE OF ACTION FIRST AROSE. IN NO EVENT WILL OIA BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF COVER, DAMAGES FOR DELAY, PUNITIVE OR EXEMPLARY DAMAGES OR SIMILAR.

7. Confidentiality. The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The Receiving Party’s obligations under this section with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. “Confidential Information” means all information related to a party’s business, financial affairs or operations, including but not limited to information related to business plans, technology, source code, product or service development plans, pricing, techniques and methods, which is either marked or identified as confidential or which the receiving party knew or reasonably should have known, under the circumstances, was confidential.. The Climate Action Corps Guidebook, and any recorded or published webinars, trainings, and associated training materials (e.g. PowerPoint presentations or other documents) and links are OIA’s Confidential Information. For clarity, any information: (a) submitted in connection with Member’s progress report, or (b) submitted by member on a training call or other webinar or event shall not be Member’s Confidential Information

8. Indemnification. Member will defend, indemnify and hold harmless OIA from and against any claims, liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and defense costs) which may be sustained or suffered arising out of or based upon Member’s (and its Users’ and Affiliates’) breach of its obligations hereunder.

9. Audit. OIA shall have the reasonable right, not more than once per year and at OIA’s expense on reasonable notice, to review your books and records to verify your compliance under this Agreement and verify the accuracy of your progress report. Audits shall be at OIA’s expense unless the audit shows a material breach or misrepresentation by Member, in which case Member will reimburse OIA for the costs of such audit. 

10. Miscellaneous. Any notice or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes one business day after deposit with a commercial overnight carrier, with written verification of receipt, or any other means of rapid mail delivery for which a receipt is available. The contact information below the parties signatures shall be each party’s notice address unless otherwise updated in writing to the other party. The parties to this Agreement are independent contractors. Neither party is an agent, representative or employee of the other party. OIA may update or revise this Agreement at any time upon written notice to Member. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and thereof. This Agreement shall be governed by and construed under the laws of the State of Colorado without consideration of its conflict of laws provisions. OIA may modify this Agreement upon 30 days written notice to Member. Member may not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of OIA, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.