Membership Agreement

  1. Membership Terms & Conditions.
    • General Information. CleanApps.org (the “Company”) is a Washington nonprofit mutual benefit corporation, that represents a community of app developers, vendors, and promoters who are dedicated to creating a fair and profitable app marketplace and an internet where consumers are respected.  This Membership Agreement (this “Agreement”) sets forth the terms and conditions for membership in the Company (“Membership”) and is a legal agreement between the Company and the entity you represent (“you” or “your”). By applying for and being approved as a member of the Company (“Member”), you agree to the terms of this Agreement.
    • Membership Classes & Qualifications. Current Membership Classes, required qualifications, and benefits of Membership can be found in the Membership section of the Company’s website (cleanapps.org), which information is incorporated herein by reference, and which may be updated at any time by the Company. No entity or individual may hold Membership in more than one class of Membership at a time.
    • Membership Dues & Fees. You agree that you will pay dues, fees, and other assessments applicable to your Class of Membership, as established from time to time by the Company, and posted in the Membership section of the website. The Company may establish reasonable additional fees or charges for participation in meetings or for other benefits of Membership. You agree to bear your own costs and expenses for participation in the Company, including any travel, employee compensation, and incidental expenses. Except as otherwise set forth in this Agreement, the Bylaws, or separately agreed to in writing by the Company, you understand and agree that you have no right of reimbursement from the Company, and that all dues and fees are non-refundable and non-transferable.
    • Representatives. You may be entitled to appoint one or more Representatives to represent you at any Member meeting and in the affairs of the Company (each, a “Representative”). Each Representative must either be employed by, or otherwise significantly associated with, you, and will serve as agent and representative for you and act for you in all matters concerning the Company, including, as applicable, in the submission of any vote of your Membership interest. You may terminate any one or more of your Representatives at any time for any reason, and you may replace any or all of your Representatives at any time. Additional information related to the rights and responsibilities of Representatives is included in the Membership section of the website, and the Company’s Bylaws (the “Bylaws”).
    • Support of the Company’s Purposes. You agree that you will publicly, but not exclusively, support the purposes of the Company (as such purposes are stated in the Bylaws). You do not have any obligation to support each or any action of the Company.
    • Compliance with Policies. You agree to abide by, and will have, all applicable rights and obligations of Members as set forth in this Agreement, the Bylaws, and any and all applicable policies and procedures of the Company, as such may be adopted and amended from time to time. In particular, you agree to abide by the Privacy Policy, Terms of Use, Antitrust Policy, Code of Conduct, Intellectual Property Policy, and such other policies and guidelines that are generally applicable to the Membership, or you in particular.
  2. Publicity & Logo Usage.
    • You may publicly announce your Membership or activities as a Member. Unless otherwise required by law, any press release from the Company or you that includes a comment made by the other party, or by any other Member, or specifically referencing any Member other than by general reference (e.g., by referencing Member names as listed on the website), will be subject to the Company’s, or named or referenced Member’s, prior written consent, as applicable. Once approved, the public statement, including any iterations of such statement, may be used by the Company and other Members for the purposes of promoting such Member’s interest in the Company, the Company, or any such purpose as is designated in the Company’s, or referenced Member’s, consent, as applicable, and may be reused for such purpose until such approval is withdrawn with reasonable prior written notice.
    • Commencing with the date that you receive notice from the Company that you are a Member, and for the “Term” (as defined in Section 4, below), the Company grants you a nonexclusive, non-assignable, non-transferrable limited license to use the Company’s name and logo, only as stated below, in any printed or electronically-transmitted communications, for the limited purpose of conveying notice of your Membership, or activities as a Member. Nothing in this Agreement, or in your use of the Company’s name or logo, will give you any right whatsoever in the Company’s name or logo, or in any similar marks, beyond the right granted in this Agreement. Upon termination, expiration, cancellation, or suspension of your Membership or the Term, you agree to discontinue all use of the name and logo. Furthermore, the Company has an absolute right to terminate, cancel, suspend, or withdraw your license at any time.
    • The name and logo may not be used in any way to represent an endorsement or certification by the Company of any product or service offered by you. Nothing in this Agreement, or in your use of the name or logo will confer any endorsement or approval of your produces or services or of you. The name and logo are the property of the Company and may only be used by you during the Term. All right, title, interest, ownership, and intellectual property rights in the Company’s name and logo, and all copies thereto, remain with the Company. The Company reserves all rights not expressly granted herein.
  3. No Warranty, Agreement Not to Sue, & Limitation of Liability.
    • No Warranty. THE PARTIES HERETO HEREBY ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL INFORMATION, SUPPORT, AND SERVICES PROVIDED TO OR BY THE COMPANY UNDER THIS AGREEMENT IS PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND THE PARTIES HERETO EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH INFORMATION, SUPPORT, AND SERVICES.
    • Agreement Not to Sue. You hereby agree that you will not sue the Company for injunctive relief or for any damages on any matter concerning the subject matter of this Agreement. In no event will the Company be liable to you or your Representatives, or any of your employees or affiliates for any damages of any type as a consequence of your actions pursuant to this Agreement, whether such actions are authorized or unauthorized pursuant to the terms herein.
    • Limitation of Liability of the Parties. IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO THE OTHER OR ANY OTHER MEMBER OR THIRD PARTY UNDER THIS AGREEMENT FOR THE COST OF PROCURING SUBSTITUTE INFORMATION, SUPPORT, OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA, OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
    • Limitation of Liability of the Members. You will not, solely because of your Membership, be personally liable for any debts, obligations, or liabilities of the Company.
  4. Term & Termination.
    • This Agreement is applicable for the term of your Membership. The term will commence on the date that you are notified by the Company that your membership has been accepted, and will end on the termination, expiration, or cancellation of your Membership, or any earlier termination of this Agreement by you or the Company (the “Term”). You are obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination, expiration, or cancellation. This Agreement will be suspended or terminated, upon the respective suspension or termination of your Membership.
    • The Company will have the right, in its complete and sole discretion, to terminate this Agreement for cause if you: (a) willfully do not pay your financial obligations to the Company; (b) materially fail to observe the rules and regulations of the Company; (c) engage in conduct that is seriously detrimental to the best interest of the Company, its purposes, its Members, or its interests; or (d) otherwise fail to comply with the terms and conditions of this Agreement. The Company will not be responsible for a refund of any fees and charges paid by you prior to termination of this Agreement for cause.
    • The Company will have the right, in its complete and sole discretion, to terminate the Agreement for convenience five days after provision of written notice by the Company, provided however, in the event of an exercise of this right, the Company will refund any unearned fees previously paid you at a prorated rate based on the termination date of this Agreement.
    • You may terminate this Agreement at any time, upon written notice to the Company. The Company will not be responsible to refund to you any dues or fees paid prior to the effective date of your notice of termination of this Agreement.
    • In the event of termination of this Agreement or your Membership, Sections 2 through 7 herein will remain in effect. In addition, all intellectual property matters will continue to be subject to the provisions of the applicable Intellectual Property Policy in effect at the time of termination.
  5. Confidentiality. The Company will make reasonable efforts to ensure that its Member meetings and any non-public forums on the website are only accessible to Members; however, given that the Membership may represent multiple competitive organizations, you should carefully consider any information or contributions you make to the Company and clearly indicate if you have an expectation that such information or contributions should be kept confidential. “Confidential” information includes any information distributed or otherwise provided by the Company or any Member that is designated as “Confidential,” or that a reasonable person would ascertain is meant to be designated as Confidential. Confidential information does not include (a) information that is obtained by a recipient without breach of any obligation to maintain confidentiality; (b) information which is or becomes known to the public through no act or omission of the recipient, including, but not limited to, information disclosed or available through the Company’s public website; (c) information that is disclosed in response to a valid court or governmental order; (d) information that is known to the receiving party prior to disclosure by the disclosing party; or (e) information that is disclosed to the receiving party by a third party not bound by a confidentiality restriction. The parties hereto agree to use commercially reasonable efforts to not disclose Confidential information to any other party, and treat Confidential information with the same degree of care that each party exercises with respect to its own information of like importance, but in no event less than reasonable care.
  6. Governing Law. This Agreement is governed by and construed under, and the legal relationship of the parties hereto will be determined in accordance with, the laws of the State of Washington, excluding conflict-of-law principles that would cause the application of the laws of any other jurisdiction.
  7. Compliance with Laws. Anything contained in this Agreement to the contrary notwithstanding, the obligations of both parties hereto will be subject to all laws, present and future, of any government having jurisdiction over such parties including all privacy, data protection, export, and re-export laws and regulations.
  8. Amendments. The Company reserves the right to change this Agreement or its terms at any time and may terminate or modify the license granted herein with respect to any Member individually, or all Members collectively, at any time. Any change to this Agreement or its terms will be effective as of the date of posting notice of such change to the Company’s website, or actual notice to you, whichever is earlier.
  9. General Provisions
    • Complete Agreement. Except with respect to the Bylaws, and any other policies and procedures that may be adopted by the Company from time to time in accordance with the Bylaws (all of which will be binding on you as a Member), this Agreement, including any attachments and information incorporated by reference hereto, sets forth the entire understanding of the parties hereto with regard to the subjects herein, and supersedes all prior agreements and understandings relation hereto, unless otherwise stated in this Agreement.
    • Headings & General Construction. The headings to the sections of this Agreement are for reference purposes only, and will not be used in the interpretation of this Agreement. As used in this Agreement, the plural form and singular form each will be deemed to include the other in all cases where such form would apply. The terms “includes” and “including” are not limiting, and “or” is not exclusive.
    • Severability & No Waiver. If any provision of this Agreement is held by a court of valid jurisdiction to be invalid or unenforceable, the parties will deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by the law, or, if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
    • Notices. All notices or other communications to or upon the parties hereto will be delivered to or at the addresses provided in connection with the execution of this Agreement, as may be updated from time to time by you or the Company through email or other communication, and by the Company by posting such information on the Company’s website. Notice can include written mail, electronic mail, or facsimile, and will be deemed served when sent. By executing this Agreement, you hereby provide your consent to electronic communications and the execution of documents related to the subject matter of this Agreement. You may withdraw this consent at any time by contacting the Company at notices@cleanapps.org and clearly revoking the foregoing consent.
    • Consent to Use Personal Data. You hereby consent to the collection and use by the Company of the “personal data” that you may provide from time to time. For the purposes of this Agreement, “personal data” means any information relating to an identified or identifiable natural person.  You hereby agree that you will not provide any personal data (including, for example, contact information for an individual or Representative within your organization) without compliance with all applicable privacy and data protection laws and regulations, and its own privacy policy, terms of use, and contracts to which you are bound.
    • Authority to Execute Agreement. You hereby represent, warrant, and covenant that (a) you have all necessary power and authority to enter into this Agreement and to perform your obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any agreement to which you are a party or by which you are otherwise bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid, and binding obligation to you, enforceable in accordance with its terms. To avoid any ambiguity, all references in this Agreement to “you” and “your” mean the entity you represent, except in the case that you have become a Member as an individual, in which case, it will mean you as an individual.
    • Relationship. Nothing in this Agreement is intended to give rise to an employee-employee relationship, including between the Company and any Representative or volunteers.
    • Single Membership. You may only hold a single Membership, and any Member entitled to vote under the Bylaws is only entitled to a single vote in any business of the Company. Therefore, any entity that is a subsidiary or otherwise controlled by any other Member may not join the Company under a separate Membership, and no individual employed by such entity or otherwise controlled by any Member may otherwise sustain a separate Membership in the Company.
    • Change in Control. If you undergo a transfer or sale of all or substantially all your business, or a merger, consolidation or other similar transaction that results in a change in control, you may not assign or transfer your membership in the Company, nor assign, transfer, or delegate your rights or obligations under this Agreement, without the Company’s prior written consent.
  10. Execution. Execution of this Agreement may be through: (i) affirmative consent in the annual Membership fee payment renewal submission, (ii) manual signature on the signature page of this Agreement; or (iii) electronic agreement in the online form on the Company’s website.
  11. Questions. Any questions regarding your application, Membership, or this Agreement should be sent to the Company by emailing info@cleanapps.org.

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