Effective: December 15, 2024
Membership Terms

You and Cornerstone agree that your membership(s), along with any products and services
provided by Cornerstone in connection therewith (collectively the “Products and Services”)
shall be governed by all of the following:

• these Membership Terms,
• the Terms of Use located at https://cornerstonestrategies.org/terms-of-use/, and
• the Privacy Policy located at https://cornerstonestrategies.org/privacy-policy/.
  Collectively, these documents are referred to herein as the “Agreement”. In the event of a
  conflict, ambiguity or inconsistency between the provisions of these Membership Terms, the
  Terms of Use, and the Privacy Policy, the provisions of the Membership Terms will govern and
  control.
  “Cornerstone Strategies, LLC” is referred to throughout this Agreement as “Cornerstone”,
  “we” or “us”. References to “you” or “your” mean the individual or entity agreeing to this
  Agreement. If you agree to this Agreement on behalf of an entity, such as a company or
  organization, (i) you represent you have authority to act on behalf of that entity and such
  entity agrees to this Agreement, and (ii) you are also agreeing to this Agreement in your
  individual capacity as a subaccount holder and member.
  BY CLICKING THE “I AGREE” BUTTON OR BY USING THE PRODUCTS OR SERVICES, YOU
  REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS
  AGREEMENT AND YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH
  CORNERSTONE.

Waiver: If we do not enforce any part of this Agreement, it does not mean we give up
the right to later enforce that or any other part of this Agreement. In order for any
waiver of compliance with this Agreement to be binding, Cornerstone must provide
you with written notice of such waiver through one of our authorized representatives.

Provisions Applicable to Paying Members: Unless you hold only a subaccount of a
corporate account, you agree to the following:
a. Fees: You agree to pay all fees or charges for your membership(s) in
accordance with the fees, charges and billing terms in effect at the time of
purchase. Cornerstone may also publish and charge you additional fees, such
as a setup fee for the enrollment of multiple subaccounts.
b. Fee Processing: You must provide Cornerstone with a valid credit or debit
card (Visa, MasterCard, or any other issuer accepted by us) or use any other
payment or financial mechanism specified by Cornerstone (“Payment
Provider”). Fees for the memberships made available by Cornerstone are
inclusive of any applicable value-added tax or similar sales tax. Your Payment
Provider agreement governs your use of the designated credit or debit card, or
other payment or financial mechanism, and you must refer to that agreement
and not this Agreement to determine your rights and liabilities. By providing
your payment details, you accept and consent to being charged fees in the
form requested by Cornerstone and that no additional notice or consent is
required. Cornerstone currently uses Stripe, Inc. (“Stripe”) as its third-party
service provider for payment services (e.g., card acceptance, merchant
settlement and related services) in connection with the Products and Services
(“Payment Processor”). By purchasing a membership, you agree to be bound
by Stripe’s Privacy Policy, available at https://stripe.com/privacy, and you
hereby consent and authorize Cornerstone and/or Stripe to share any
information and payment instructions you provide with Payment Providers to
the minimum extent required to complete your transactions. Cornerstone
reserves the right to change and/or add payment processing options without
prior notice. You authorize Cornerstone to charge your Payment Provider now,
and again at the beginning of any subsequent membership term.
c. Membership Renewals: Memberships that renew annually will automatically
renew at the end of such membership term unless you cancel such
membership prior to the renewal date. To cancel, please go to the
subscriptions page in your account. Cornerstone may update the
membership fees at any time, and any such update will apply to your next
purchase. You will be notified reasonably in advance of your next membership
term if there are any changes to the date or frequency of the payment of the
fees. Cornerstone may terminate your membership and all related benefits,
including without limitation all memberships you hold, if you fail to pay a
membership fee within thirty (30) days of the beginning of each new
membership term (or other payment due date if a payment schedule was
agreed to in writing).
d. Canceling Your Membership(s): You have the right to cancel any of your
memberships for any reason and at any point prior to its expiration. To cancel,
go to the subscriptions page in your account. Your cancellation will take effect
at the end of such membership term. If you cancel your membership, you may
use the benefits associated with such membership until the end of your then
current membership term; your membership will not be renewed after your
then-current membership expires. You will not be eligible for a prorated refund
of any portion of the membership fees paid for the then-current membership
term.
e. Membership Changes: You may not downgrade a membership, such as by
selecting a membership type that offers fewer benefits (e.g., a corporate
account with a fewer number of subaccounts) until the end of your then
current membership term.

Rights of Members: Provided your membership is associated with an active account
in good standing, Cornerstone will provide you with the benefits associated with the
applicable membership.

Membership Eligibility: All membership decisions are at the sole discretion of
Cornerstone.

Cornerstone’s Confidential Information: Except as expressly identified otherwise
in writing by Cornerstone (e.g., signage or other materials that have been labeled by
Cornerstone as available to members for reproduction and dissemination), the
Products and Services available through membership are confidential to
Cornerstone (collectively “Cornerstone’s Confidential Information”). Cornerstone’s
Confidential Information includes, but is not limited to, training, learning checks, and
other proprietary information. Notwithstanding the foregoing, Cornerstone’s
Confidential Information does not include information that is (a) public knowledge;
(b) in the possession of the member before receipt from Cornerstone through no fault
of the member or any other person; (c) is disclosed to the member by a third party
without breach of confidentiality obligations; or (d) is independently developed by the
member without reference to Cornerstone’s Confidential Information. You may not
use Cornerstone’s Confidential Information except in connection with your
authorized use of your membership, and you may not disclose Cornerstone’s
Confidential Information to any third party.

Member-Sourced Content: Cornerstone strives to create an environment in which
members may learn from one another through shared information, and members
may share, communicate, post, or otherwise provide other members with
information in connection with their membership(s) (“Member-Sourced Content”).
a. You agree that any Member-Sourced Content that you share, communicate,
post, or otherwise provide in connection with your membership (i) does not
violate any confidentiality or privacy restriction governing such information,
such as a confidentiality agreement with your employer or your employer’s
privacy policy, and (ii) will not violate any anti-trust or competition laws.
b. You agree to avoid (and where you see others acting in such a manner, to
discourage) any agreement or inappropriate sharing of information in
connection with your use of membership(s) that could have anti-competitive
effects or could constitute a restraint on trade. See our Competition Law
Guidelines for additional information Competiton Guidelines – Cornerstone Strategies.
c. You agree to not disclose the Member-Sourced Content of other members
without the express written permission of such other member, and failure to
do so may result in termination of your membership.
d. Member-Sourced Content that is Personal Information will be treated in
accordance with the Privacy Policy. All other Member-Sourced Content,
including but not limited to de-identified personal information, may be used
by Cornerstone to create, develop, and maintain Cornerstone Products and
Services, and you hereby grant to Cornerstone a non-exclusive, transferable,
sub-licensable, irrevocable, royalty-free, worldwide, perpetual license to use,
reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, and display in any media or distribution method now known or later
developed, all such Member-Sourced Content.

Personal Information: You agree that Cornerstone can store and use the personal
information you provide in connection with your membership. If your contact or
payment details change, it is your responsibility to let us know in a timely manner. For
more information on how Cornerstone may collect, use and/or share your personal
information, please review Cornerstone’s Privacy Policy.

Intellectual Property: Except as expressly granted in this Agreement, Cornerstone
reserves and retains all right, title and interest in all Products and Services, including,
without limitation, training modules, learning checks, and other proprietary
information, all technology and processes, enhancements or modifications thereto,
trademarks, service marks, site design, text, video, graphics, logos, images and
icons, as well as the arrangement thereof (collectively “Cornerstone IP”). You
acknowledge that Cornerstone IP contains proprietary content, information and
material protected by applicable intellectual property and other laws, including but
not limited to copyright and trademark laws, and you agree that, except with
Cornerstone’s express written authorization or as explicitly provided in this
Agreement: (1) membership does not give you any ownership of or license to any
Cornerstone IP; and (2) membership does not grant you the right to display, modify,
reproduce, distribute, create derivative works of, download, store, transmit or
otherwise use any Cornerstone IP. Any unauthorized use of Cornerstone IP is strictly
prohibited and violates copyright, trademark and/or other intellectual property laws,
and/or the laws of privacy, publicity, and/or communications regulations and
statutes. In particular, audio or video content provided by Cornerstone may not be
downloaded or copied without Cornerstone’s express written authorization. You may
not otherwise download, display, copy, reproduce, distribute, modify, perform,
transfer, create derivative works from, sell or otherwise exploit for any purpose
whatsoever any Cornerstone IP. To inquire about obtaining authorization to use the
materials or content other than as expressly permitted in this Agreement, please
email info@cornerstonestrategies.org.

Third Party Materials and Content: Products and Services provided by Cornerstone
may incorporate third party content, data, information, applications or materials
(“Third Party Materials”). You acknowledge and agree that Cornerstone is not
responsible for examining or evaluating the content, accuracy, completeness,
timeliness, validity, copyright compliance, legality, decency, quality or any other
aspect of Third Party Materials. Cornerstone expressly disclaims any responsibility
for all aspects of Third Party Materials, and you further acknowledge and agree that
Cornerstone shall not be liable, directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with use of or reliance on any content,
goods or services in connection with any Third Party Materials. Use of any third party
trademarks or third party content on or in connection with the Products and Services
does not constitute affiliation with or endorsement of these third parties. Nothing in
this Agreement grants you any license to third party trademarks or content, which
shall remain the property of their respective owners.

Member Release: Cornerstone may film, video, or photograph you in connection
with your use of a membership for use in membership programs, advertising,
promotions, public relations and other commercial and business purposes. To the
fullest extent permitted by applicable law, you consent to the use of your Member
Sourced Content as well as your name, biographical details, image, actions, voice
and/or likeness and other limited information from such films, videos or photographs
in any materials Cornerstone chooses to publish in any medium in any territory, in
perpetuity, without further authorization or compensation, in any media, whether
now known or hereafter devised, including, without limitation, broadcast, cable and
satellite television, social media and the Internet (e.g., YouTube, other digital video
platforms, etc.) and mobile platforms (including mobile applications) and for any
other lawful business purpose (including commercial, merchandising and
promotional purposes).

Cameras, Mobile Phones and Recording Devices: Cornerstone values connection
and confidentiality of our members and at our events. To maintain this environment,
you agree: a) recording or live-streaming of any Cornerstone-hosted events,
presentations, or content is strictly prohibited without prior written authorization
from Cornerstone; b) photography or recording of fellow members is prohibited
without their consent; and c) Cornerstone reserves the right to confiscate or inspect
any device that violates these rules and delete any unauthorized recordings or
images.

Conflicts of Interest: If you, your employer, or other person or entity that you are
working on behalf of, offers products or services that are similar to or otherwise
compete with the products and services available in a membership, you must
disclose such conflict to Cornerstone and receive Cornerstone’s prior written
consent before accessing such membership(s).

Solicitation: Members may not use their membership(s) to solicit other members or
their guests for sales of services or products unless expressly invited by Cornerstone
to do so.

Membership Access: Memberships are non-transferable. You agree to not share
your username and password with anyone else. Doing so may result in suspension
or termination of your membership(s).

Term of Your Membership(s): If you have a subaccount of a corporate account, the
corporate account holder establishes the availability of your membership(s).
Otherwise, the term of your membership(s) depends on the membership(s) you
selected, and your membership will continue for the duration associated with the
selected membership except as otherwise provided herein. Any membership may be
terminated by Cornerstone if it is not associated with an account that is in good
standing or for any other reason set forth in this Agreement. Cornerstone may revoke
your membership for good cause.

Misconduct: As a member, you agree to abide by any community guidelines we may
publish from time to time. You cannot misrepresent your affiliation with Cornerstone;
while Cornerstone encourages all Members to share their membership publicly,
Members need to keep in mind that they are not an official representative of
Cornerstone. Without limiting the foregoing, any Member may be disciplined,
suspended or terminated for any of the following reasons (or any additional reason in
the sole discretion of Cornerstone): (a) violations of any terms of the Agreement; (b)
inappropriate, violent, or abusive behavior both in person and/or via online and/or
social media (including for conduct and speech unrelated to any Products and
Services); (c) communication of information concerning confidential Cornerstone
events or other members to outside sources, including, but not limited to, the media;
(d) failure for a period of thirty (30) days or more to pay outstanding fees or any other
charges incurred; and (e) conduct of a member that is detrimental to the best
interests of Cornerstone as determined by Cornerstone in its reasonable discretion.
Any termination of a membership due to misconduct described herein shall be in
Cornerstone’s sole discretion, without any refund of any membership fees or other
charges.

Member Warranty: You warrant that you are legally capable of entering into this
Agreement; all information provided is truthful and accurate; you will maintain the
accuracy of all information; and your membership and your use thereof will not
violate any applicable laws or regulations.

Warranty Disclaimer; Limitation of Liability:
a. THE PRODUCTS AND SERVICES PROVIDED BY CORNERSTONE ARE
PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. USE THEREOF IS
ENTIRELY AT THE RISK OF THE MEMBER.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORNERSTONE DISCLAIMS
ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING
TO THE PRODUCTS AND SERVICES, WHETHER PROVIDED OR OWNED BY
CORNERSTONE OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE,
ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, YOU ASSUME
TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PRODUCTS AND
SERVICES AND CORNERSTONE DOES NOT MAKE ANY REPRESENTATION OR
WARRANTY THAT ANY OF THE PRODUCTS AND SERVICES, OR ANY CONTENT
AVAILABLE THROUGH ANY OF THE PRODUCTS AND SERVICES IS ACCURATE,
COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS OR DEFECTS, OR THAT THE PRODUCTS AND SERVICES WILL
MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER
ORAL OR WRITTEN, OBTAINED BY YOU FROM CORNERSTONE SHALL CREATE
ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
c. CERTAIN JURISDICTIONS’ LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE
FOREGOING DISCLAIMERS IN SECTIONS 17(a) AND 17(b) MAY NOT APPLY TO
YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
d. IN NO EVENT WHATSOEVER SHALL CORNERSTONE, ITS AFFILIATES,
SUPPLIERS OR SUBCONTRACTORS, OR ANY OF THEIR RESPECTIVE
OFFICERS, EMPLOYEES, OWNERS, SHAREHOLDERS, AGENTS OR
REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY
LOSS OF PROFITS OR REVENUE, WHETHER DIRECTLY OR INDIRECTLY
ARISING, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT,
REVENUE, GOODWILL, OR DOWNTIME, ARISING UNDER TORT, CONTRACT,
OR OTHER LAW AND REGARDLESS OF SUCH PARTY’S BREACH OF
CONTRACT OR NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD
HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
e. CORNERSTONE NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER
PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION
WITH THE PROVISION OF THE PRODUCTS AND SERVICES. IF,
NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT,
CORNERSTONE IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE FOR THE
USE OF ANY PRODUCTS AND SERVICES OR MEMBERSHIP, CORNERSTONE’S
LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL OF ANY FEES PAID BY YOU
TO CORNERSTONE IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS
ASSERTED FOR ANY OF THE PRODUCTS AND SERVICES.
f. THE LAWS OF SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN SECTIONS 17(d) AND
(e) MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. WE DO
NOT LIMIT OR EXCLUDE THE PARTIES’ LIABILITY WHERE IT WOULD BE
UNLAWFUL TO DO SO.

Amendments: This Agreement may be updated by Cornerstone from time-to-time by
following the procedures in this Section. Cornerstone will make the new copy of the
Agreement available on the website and update the “Last Updated” date at the top of
the Agreement. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN
CURRENT AGREEMENT. If we make material changes to the Agreement, we may (and,
where required by law, will) also provide notification of changes in another way that
we believe is reasonably likely to reach you, such as via e-mail or another manner
(which may include posting an announcement on our website). Your continued use
of the Products and Services constitutes your acceptance of such change(s),
provided however, you may object to the applicability of the updated Agreement to
your then current membership term(s) by emailing info@cornerstonestrategies.org
within the first 10 days of receiving notice of such and noting your objection. In
response to your objection, Cornerstone may, in its sole and absolute discretion (i)
allow you to continue your membership(s) under the former Agreement until the end
of your then current membership term(s), with the updated Agreement applying to
your membership(s) upon their renewals, or (ii) cancel your membership(s) and
provide you a pro-rated refund of membership fees for the remainder of the relevant
membership term.

Entire Agreement: To the extent permitted by applicable law, this Agreement
constitutes the entire agreement between you and Cornerstone and supersedes all
prior or contemporaneous communications and proposals, whether electronic, oral
or written with respect to the Products and Services.

Electronic Communications: The communications between you and Cornerstone
may take place via electronic means. For contractual purposes, you (a) consent to
receive communications from Cornerstone in an electronic form; and (b) agree that
all terms and conditions, agreements, notices, disclosures and other
communications that Cornerstone provides to you electronically satisfy any legal
requirement that such communications would satisfy if it were to be in writing.