PRIVATE MEMBER AGREEMENT:

The terms of use for this website and community require new Users/Members to agree to our Terms. This website and community are offered, managed, and maintained by the “SPADES CHARITABLE OVERSIGHT & PROTECTIVE EXECUTORS”, hereinafter SCOPE, a private not-for-profit charitable organization (EIN: 86-3448371).

THIS PRIVATE MEMBER AGREEMENT, hereinafter Agreement, is freely entered into and executed by and between SCOPE, and you, the User/Member.

RECITALS

1. Duties of Parties.

1.1 WHEREAS: Member requests to join a website managed by SCOPE for the mutual betterment of Member and all concerned in accordance with the Tenants, Creed, and Principles of SCOPE;

1.2 WHEREAS: The addition of a new Member in this association is herewith formalized by this Agreement upon Member creating an account;

1.3 WHEREAS: Member agrees that all transactions between Members of the website/community and SCOPE are private transactions;

1.4 WHEREAS: The sole intent of the Parties in entering into this Agreement is to enable the Member to coordinate and cooperate with other SCOPE Members as equal partners of the community, limited only by the terms of this Agreement and any laws Member may be bound to by their national domicile;

1.5 WHEREAS: Member shares the goals of SCOPE, summarized herewith as “the purpose of SCOPE is to provide Members with the potential to improve their life and the general betterment of all humanity”.

1.6 WHEREAS: SCOPE is not a fixed, static enterprise but a living, growing, organic, and changing network of interlocking, interdependent sets of elements that are created, defined, and organized to meet the stated purposes of SCOPE on an ongoing and adaptable basis; and,

1.7 WHEREAS: A Member agrees to adhere to the rules, regulations, and procedures of the community; and

1.8 WHEREAS: The respective Parties to this Agreement each represent and warrant that each has the full legal authority and power to enter into this Agreement without reservation or conditions, SCOPE recognizes Users’ rights and personal authority as those that are elucidated in the International Declaration of Human Rights.

1.9 NOW, THEREFORE: Parties mutually covenant and agree herewith to the following:

2. Member relationship with SCOPE and SPADES.COMMUNITY

2.1 Members’ use of a SCOPE account for access to products, software, services, and websites (referred to collectively as the SCOPE SITES in this document) is subject to the terms of this agreement between each Member and SCOPE.

2.2 Unless otherwise agreed in writing with SCOPE, Members’ agreement will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the Universal Terms.

2.3 Members’ agreement with SCOPE also includes the terms of any Legal Notices applicable to any commercial services that may be or become available within the SCOPE SITES, in addition to the Universal Terms. All of the said terms are referred to as the Additional Terms. Where Additional Terms apply to a service offered in SCOPE SITES, they will be explained at the unique location of each within the SCOPE SITES platform, and accepted upon Members’ use of that service.

2.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between Member and SCOPE in relation to Member use of SCOPE SITES for any commercial purpose including services that may become available, or financial activities associated with the SCOPE SITES Charitable fundraising activities.

2.5 In the event of any contradiction between the Additional Terms and the Universal Terms, the Additional Terms take precedence concerning that Service.

3. Accepting the Terms.

3.1 To obtain a SCOPE account, Members must accept the Terms of this agreement, be of legal age to do so in their country of domicile, or warrant that any guardian provides permission for said use of site and Membership.

3.2 Acceptance of the terms is ratified by Members agreeing to the Terms by creating their account.

4. Elaboration of Terms.

4.1 Where SCOPE has provided Member with a translation of the English language version of the Terms, Member agrees that the translation is provided for Members convenience only and that the English language versions of the Terms will govern Members relationship with SCOPE.

5. Provision of the Commercial Services.

5.1 SCOPE SITES participants may have subsidiaries and affiliated legal entities around the world (Subsidiaries and Affiliates) who have been contracted to provide a variety of commercial services. Sometimes, the companies providing commercial services that become available to Members will be offered by the service provider directly. Every Member acknowledges and agrees that Subsidiaries and Affiliates will be entitled to make available the services to Members. SCOPE SITES participants will not share, sell, or in most cases even have access to a Members’ personal account information.

5.2 Since SCOPE SITES are constantly evolving, every Member acknowledges and agrees that the form and nature of the SCOPE SITES may change from time to time without prior notice to Member.

5.3 Member may stop using the SCOPE SITES at any time. Member does not need to specifically inform SCOPE when a Member ceases using said Member’s account, closes the account, or deletes the account.  A member may cancel this agreement anytime by deleting their account.

5.4 Member acknowledges and agrees that if SCOPE disables access to Members account, Member may be prevented from accessing the SCOPE SITES, Members account, or any files or other content created by Member.

6. Provision of the Commercial Services by Subsidiaries and Affiliates.

6.1 PUBLISHING and DISTRIBUTION ACTIVITIES. Member may publish and redistribute digital content posted in the SCOPE SITES using open-source licenses. Members may not publish copyrighted content without being the copyright holder. Members may post their own redistribution license for their own material, various licensing options can be viewed at Creative Commons.

6.2 FINANCIAL ACTIVITIES. Member agrees that all financial activities associated with the SCOPE SITES are private transactions between Members (Member to Member), SCOPE, or Affiliates.

6.3 SCOPE SITES CURRENCY. Accounts in the SCOPE SITES use either SPADES Tokens, or site-based “Cloud Credits”. Cloud Credits are units of quantity applicable only within SCOPE SITES and are not considered public funds. Cloud Credits may be exchanged between SCOPE SITES Members only within the exclusive jurisdiction of the SCOPE SITES. Site Credits also called “Cloud Credits”, are equal to a U.S. dollar, and are convertible to SPADES Tokens through our “cash-out” function. Member agrees that SCOPE has the absolute right to manage, regulate, control, or change the Site Credits in any general or specific case, and that no party associated with SCOPE SITES is liable to Member based on its exercise of such right.

6.4 COMMUNICATION ACTIVITIES: Parties understand and agree that all communications, receipts, transmissions, and other activities between parties originating in the SCOPE SITES are private, between Members, or Members and SCOPE or affiliates.

6.5 CONTENT RIGHTS. Member retains copyright and other intellectual property rights to content Members create in SCOPE SITES, to the extent that Member possesses such rights under applicable law. By posting content, Member must make certain representations and warranties, and provide certain license rights, forbearances, and indemnifications to SCOPE and other users of SCOPE SITES. SCOPE acknowledges and agrees that subject to the terms and conditions of this Agreement, Member will retain all applicable copyright and other intellectual property rights to any content Member creates using the services provided in SCOPE SITES, to the extent Member possess such rights under the applicable law in which Member is domiciled. By the act of Member posting content to any area of the SCOPE SITES, Member automatically grants (and Member represents and warrants that Member has the right to grant) to SCOPE: (a) a royalty-free, worldwide, fully-paid, perpetual, irrevocable, non-exclusive right and license to (i) use, reproduce and distribute Members content within the SCOPE SITES as permitted by Member through Members interactions in the SCOPE SITES, and (ii) the perpetual and irrevocable right to delete any or all of Members content from SCOPE SITES, whether intentionally or unintentionally, without liability of any kind to Member or any other party; and (iii) a royalty-free, fully-paid, perpetual, irrevocable, non-exclusive right and license to copy, analyze, and use any of Members content as SCOPE may deem necessary or desirable for purposes of debugging, testing, or providing support services in connection with the SCOPE SITES. Member further agrees that Member will not make any claims against SCOPE SITES, SCOPE, or against other users of the SCOPE SITES based on any allegations that any activities by either of the foregoing infringe Members (or Anyone Else’s) patent rights. If a Member feels there is a copyright infringement they may email Administration to make a complaint to: admin@spades.community.  Member further understands and agrees that: (i) Member is solely responsible for understanding all copyright, patent, trademark, trade secret, and other intellectual property or other laws that may apply to Members content; (ii) Member is solely responsible for, and neither SCOPE nor any participant in any SCOPE SITES, agrees to assume any legal liability in connection with the legal consequences of any actions or failures to act on Members part while using the SCOPE SITES, or other SCOPE virtual communities that may become available to Member, including without limitation any legal consequences relating to Members intellectual property rights; and (iii) SCOPEs acknowledgment of Members intellectual property rights does not constitute a legal opinion or legal advice and is intended solely as an expression of the SCOPE intention of recognizing Members equal human rights in conjunction with Members legal rights.

7. Conditions and Terms.

7.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes all agreements, representations, statements, promises, and understandings concerning the subject matter hereto, and neither Party shall be bound by nor charged with any agreements, representations, warranties, statements, promises, or understandings not specifically outlined in this Agreement.

7.2 AMENDMENTS OR MODIFICATIONS. This agreement may not be amended, altered, or in any way changed by Member.

7.3 AUTHORITY TO EXECUTE. All Parties to this Agreement warrant that they are fully empowered, legally qualified, and duly authorized to execute and deliver this Agreement and shall be bound by its terms and conditions thereof.

7.4 TERM OF AGREEMENT. This Agreement shall remain in force and effect in perpetuity until terminated by SCOPE, or by Member who may terminate by deleting their account.

7.5 NON-CIRCUMVENTION. The Parties hereto agree to abide by and adhere to the principles of non-circumvention, non-disclosure, and ethical business practices, to preserve the confidentiality and proprietary nature of or relating to all parties, from the date of entering into this Agreement. The spirit of this accord shall survive the termination of this Agreement, and the Parties shall abstain from impairing the interest(s) of any SCOPE SITES, Members, or any contact, contracting party, or any third party with whom SCOPE or Member should become involved, in any manner, in the spirit of privacy and ethical action.

7.6 REGULATION AND JURISDICTION: This Agreement shall constitute a full recourse commercial contract, entered into under and subject to the universal laws of commerce and private contract. Any transaction that necessarily involves any foreign jurisdiction shall also have jurisdiction over the entities.

7.7 HOLD HARMLESS: Each Party shall be held harmless and is not responsible for the actions, representations, or defaults of the other, or of any court, agency, law enforcement, or any other party. Each Party agrees to hold the other harmless as to any claims or actions of other parties as regards this Agreement.

7.8 ARMS LENGTH: The Parties agree that the relationship created by this Agreement is to be an “ARM’S LENGTH” relationship and no Party wishes nor warrants that the other party is to be considered an “employee” or an employer whereby various privileges and benefits might become an issue.

7.9 PERFORMANCE/FORCE MAJEURE: Notwithstanding the foregoing, it is agreed that the Parties to this Agreement shall not be held liable for any failure to perform when catastrophes, third part failures, or acts of God occur which cause the performance of this Agreement to be impossible, or when the doctrine of force majeure, as may be defined or applied per the interpretations of the International Chamber of Commerce, would apply.

7.10 ARBITRATION: Resolution of any claim or controversy arising out of or relating to this Agreement, or arising out of or relating to the Parties, or rights or obligations of the Parties hereto shall be settled and determined by submission of such dispute to binding arbitration in the tribunal of the ASMIN (Anishinabek Solutrean Metis Indigenous Nation) nation, specifically the Askit for Equity Indigenous Tribunal.  All arbitration costs will be incurred to the party bringing the complaint. WAIVER: No waiver of a breach of any provision of this Agreement shall be construed as a waiver of any other provision of this Agreement.

7.11 NOTICE: Any notice under this Agreement shall be delivered to the Members SCOPE SITES messages or email that is on record in the Members profile account. Every notice, request, demand, consensus, or other communication as may be required or permitted hereunder, shall be deemed to have been duly served, given, or delivered when actually delivered to a Members message folder or their email address on file with the site.

7.12 SEVERABILITY: If any part of this Agreement is found to be unlawful, such provision shall be deemed to be severed from the Agreement, but every remaining provision shall continue to remain in full force and effect.

7.13 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of all Parties hereto. Member may not assign this Agreement.

8. Limitations of Use.

8.1 Members may NOT post content that is pornographic, threatening, or libelous in nature. Due to the difficulty of specifically defining what constitutes a breach of this limitation, Members who post content deemed to be offensive shall receive a warning, sent to their email, and the material considered offensive will be removed from the site. Should a Member post a second item deemed offensive the Members account can be terminated.

8.2 Members may not post content that would violate copyright laws, infringes on another member’ right to remain anonymous in any non-commercial activity, violates laws of the International Public Order, or may impair the obligation of a contract or creed to which the Member is bound by conscience or contract.

8.3 Member agrees that Site Credits collected through their use of SCOPE SITES may be limited in use.

8.4 Other limitations may be placed upon Members of the SCOPE SITES or the use of Members accounts as may be deemed necessary by SCOPE.

9. Covenants.

9.1 Members of SCOPE agree to seek to uphold and honor all International Human Rights Charters and Declarations.

9.2 Members of SCOPE agree to extend recognition of each living man and woman’s inalienable rights.

9.3 Members of SCOPE agree to interact with other Members with respect, honor, non-harmfulness, non-contention, and integrity.

10. Tenants, Creeds, and Principles (TCPs).

10.1 Each man or woman is unique, of unfathomable inner depth and configuration, and the unit of experience and free will endowed with natural rights by the Creator (whatever one imagines that to be).

10.2  Reverence, and respect for life, and non-harmfulness for the endless diverse expressions of life, constitute the foundation of justice and peace in our community.

10.3 Truth is supreme in the life of man, without genuine knowledge and clear perception of which man necessarily lives in ignorance and delusion.  So be honest in this community.

10.4 Freedom to live and prosper through honorable means is an unalienable right.   Freedom is necessary for happiness, learning, self-actualization, and fulfillment.

10.5  The convictions, beliefs, lifestyles, creeds, and religious practices are entirely the concern of each man or woman and remain inviolate unless said convictions and practices injure or defraud another against their will.  In other words, one should not discriminate against others in this community.

11. Breach of Terms.

11.1 In cases where a Member breaches any terms, covenants, or agreements, they will receive a warning and notice, if disregarded their account may be terminated.

12. Maintenance.

12.1 From time to time the SCOPE SITES may be down for scheduled maintenance.

13. Caveats.

13.1 Under no circumstances may any Agents or members of SCOPE, or any affiliates, organizers, or administrators be held liable to Members, potential Members, or any third parties for any decision made or action taken by any Member or potential Member concerning any news or information imparted to any Member or potential Member, or for any consequential, special, or similar damages, even if advised of the possibility of such damages. Members agree that the liability of Members, the Affiliates, Organizers, or Administrators of SCOPE SITES, if any, arising out of any kind of legal claim, whether in contract, by tort, or otherwise in any way connected with SCOPE shall not be redeemable in public funds.

13.2 This Agreement is personal to the individual Member, no Member may assign the rights or obligations thereof to any other party. This Agreement and all issues of property and Members’ rights, duties, and obligations shall be governed by the indentures and Minutes of SCOPE.

13.3 The intention, spirit, and nature of this contract are one of good faith and full cooperation by and between all involved/affected parties.

By choosing of Members own free will, to create an account, Member hereby agrees to all the terms, covenants, and conditions of being a Member of the SCOPE SITES, and those related to the use of applications or services available in the SCOPE SITES by any Subsidiaries and Affiliates participating herein.