TERMS AND CONDITIONS

The following Terms and Conditions apply to any usage of the User Safety Standards, or User Safety Standards Pledge, as developed by OASIS Consortium in accordance with its tax-exempt purposes under Internal Revenue Code Section 501(c)(6), by any entity and for any purpose whatsoever. 

• Preamble

In accordance with its tax-exempt purposes, specifically developing and disseminating actionable, industry-wide online safety standards that help rebuild trust in the Internet, The OASIS Consortium (“Oasis” or “The Consortium”) has created the User Safety Standards (“the Standards”), the User Safety Standards Pledge (“the Pledge”) and associated graphics and logos to give ethical brands the ability to communicate their commitment to user safety.  The Consortium is the exclusive owner of all intellectual property associated with the Standards and the Pledge.

• Purpose

The purpose of these Terms and Conditions is to provide a master agreement between and among The Consortium and the undersigned entity interested in or seeking to make a commitment to the Pledge (“Potential Pledgee”, “Pledgee” or “You”).  The following documents (together “the Rules”) are hereby incorporated by reference into these Terms and Conditions, as each may be updated from time to time and in The Consortium’s sole discretion. 

1.      Oasis’s Five Ps of  User Safety Framework (“5Ps of User Safety Framework”);
2. Oasis’s Privacy Policy; and
3. All other rules and guidelines as Oasis may deem fit to promulgate, provided that any such rules and guidelines be available to Potential Pledgees and Pledgees either affirmatively to the email address or point of contact provided in completing these Terms and Conditions, or upon request.  

• Role of The Consortium and the Pledge

The Consortium is an independent think tank that includes and consults with Trust & Safety experts of diverse perspectives, including: platforms for online communities, industry organizations, academia and non-profits, government agencies and advertisers.  Given this independent status, You understand and agree that there are limitations on The Consortium’s role as a standard-setting and/or certifying body.  You hereby agree that:

1. The Consortium is not party to any agreement relating to a Potential Pledgee or Pledgee and any other entity.  
2. The Consortium will not have any liability or obligation in connection with any Potential Pledgee or Pledgee (regardless of its reference to, or use or display of the pledge logo) at any time:
3. The Consortium will not have any liability for acts and omissions by any Potential Pledgee or Pledgee, or any affiliate, agent, representative, or customer of the Pledgee;
4. The Consortium expressly does not control any Potential Pledgee, Pledgee, or any affiliate, agent, representative, or customer thereof;
5. The Consortium is not responsible for, and disclaims any liability related to, any Potential Pledgee’s or Pledgee’s commitment to uphold, or reliability and capability in upholding the commitments underlying the Pledge. 

• Acceptance of these Terms and Conditions

By continuing to use/access Oasis’s website, services, programs or initiatives, You acknowledge that you have read and agreed to these Terms and Conditions. You have also agreed to abide by these Terms and Conditions and Oasis’s Privacy Policy by clicking the button indicating that you have done so on Oasis’s main page (i.e. the area that stated “by clicking the button, you agree to our Terms and Conditions and Privacy Policy.”) .  You also acknowledge that the Terms and Conditions will apply to any use of or reference to the Pledge and/or associated branding, logos, promotional materials.  By accepting these Terms and Conditions, regardless of whether the acceptance was undertaken in order to download the Standards or to take or consider taking the Pledge, You are expressly opting in to receive informational emails from Oasis to the address listed in your acceptance of these Terms and Conditions. You are also expressly opting in to receive communications from Oasis members to the extent relevant to the Pledge and the Standards at the address listed in your acceptance of these Terms and Conditions.  You understand and accept that Oasis will follow up via email with any entity or person that has downloaded the Standards to encourage that entity or person to also take the Pledge.  You are free to opt out at any time by contacting usersafetystandards@oasisconsortium.com via email.  

• Reputation of the Oasis Standard

Oasis is built on the five principles of Openness, Accountability, Security, Innovation, and Sustainability. It has created the Standards and the Pledge in express accordance with its purpose of making the internet a safe and non-toxic place by (a) promoting user safety standards to protect and enhance user experience on platforms and (b) as a consequence of enhancing user safety, enhanced brand safety for platforms utilizing the Standards as well as for advertisers and affiliates whose ads and other content appears on those trustworthy platforms.       

By accepting these Terms and Conditions, You represent and warrant that:

1. By downloading the Standards, you agree to opt in to the emails detailed in Section 4 above;  
2. If taking the Pledge to uphold the Standards, You will make a good faith effort to observe the Standards and fulfill the Pledge in your platform operations;
3. In conducting any activity in connection with or related to Oasis, the Standards, or the Pledge, You will ensure that You maintain our high standards and reputation;
4. You will not intentionally commit any act or omission that would reasonably cause or threaten to cause harm to Oasis or the Standards, or the Pledge, or the high standards and reputation of the foregoing; 
1. That related to point 5.c. above, you understand that taking the Pledge will not require you to meet or fulfill all the Standards immediately; and that taking the Pledge means only indicating an intention to support Oasis’s mission of a safer internet, as described by the Standards, on your platform.  
5. You will undertake all commercially reasonable efforts to properly supervise your employees, agents, and representatives in a manner to ensure that they do not cause or threaten to cause harm to Oasis, the Standards, or the Pledge or the high standards and reputation of each of the foregoing;     
1. That related to point 5.d. above, you understand that taking the Pledge will not require you to undertake commercially reasonable efforts to supervise the above noted persons in a manner to ensure that their activities meet the Standards immediately; and that taking the Pledge means only indicating an intention to support Oasis’s mission of a safer internet, as described by the Standards.  
6. You will, at all times, comply with these Terms and Conditions and with the Rules; and
7. You will cooperate reasonably and in good faith with Oasis and any affiliate or representative thereof to help maintain Oasis’s high standards and reputation. 

• Intellectual Property

Oasis is committed to protecting intellectual property rights and complies with intellectual property laws and industry best practices to maintain the integrity of our brand and the reputation of the Standards and the Pledge.  The names “Oasis”, “Oasis Consortium”, “OASIS Consortium”, the “5Ps of User Safety Framework”, “The Oasis User Safety Standards Pledge”, “Oasis User Safety Standards”, and “Oasis Digital Sustainability in User Safety” and any other mark, phrase, logo and/or design that Oasis uses in connection with our Services under this or any other agreement are the intellectual property of Oasis.  Use of or reference to the Pledge and all associated branding are subject to these Terms and Conditions, and requires notice contemporary with when the Pledge or any related logos or branding is or are to begin being displayed on a Pledgee’s website, marketing or any other materials. In the event contemporaneous notice is not provided, Oasis shall, in its sole discretion, determine whether later notice shall be deemed acceptable or if use of the Pledge Seal must be terminated or further legal action must be taken consistent with these Terms and Conditions.  

By taking the Pledge and/or displaying the Pledge Seal, Pledgees expressly provide authorization for Oasis to include Pledgee’s company or entity name, logos and branding, in press and marketing materials concerning the Standards or the Pledge.  Pledgees also agree to use the Pledge Seal in good faith, and only display it in areas consistent with the Standards.  

• Termination

Termination by You: You may terminate your relationship with Oasis at any time by (a) no longer displaying the Pledge Seal or distributing any marketing or other materials including Oasis’s intellectual property as listed in Clause 6 above, and (b) expressly notifying Oasis of your intent to withdraw from the Pledge and the effective date of that withdrawal.  Notice may be delivered to usersafetystandards@oasisconsortium.com via email.

Termination by Oasis: Oasis may terminate or suspend its relationship with any entity, including any Pledgee, at any time and for any reason, and in its sole discretion.  Such reasons shall include but are not limited to: a determination by Oasis in its sole discretion that (further) activity with the Pledgee is inconsistent with its purpose as an organization exempt from taxation under Internal Revenue Code Section 501(c)(6); a determination by Oasis in its sole discretion that (further) activity with the Pledgee is not in keeping with its five underlying principles (Openness, Accountability, Security, Innovation, and Sustainability); a failure to abide by these Terms and Conditions; a Pledgee’s lack of good faith in executing its responsibilities under these Terms and Conditions, etc.  

• Indemnification

If Oasis is the subject of a lawsuit or other claim by a third party as a result of, in whole or in part, Your breach of these Terms and Conditions or willful misconduct or gross negligence by You, then You agree and acknowledge that You will defend, indemnify and hold Oasis harmless from all costs, attorneys fees, damages and other expenses incurred by Oasis and/or related to such lawsuits and/or third party claims.  In such instances, Oasis reserves the right to independently handle all legal defense responsibilities in our sole discretion, and You further agree to cooperate with us so we can execute our legal strategy.  

• Warranties and Limitations of Liability

The Consortium has created the Standards and will provide those same Standards to you for review.  Beyond that, The Consortium does not provide You any representations and warranties:

1. As to any Potential Pledgee’s or Pledgee’s commitment to uphold, or reliability and capability in upholding the commitments underlying the Pledge; 
2. As to any information and assessments received in good faith from third parties.

To the maximum extent allowed by the applicable law, The Consortium also disclaims all other representations and warranties, whether express or implied.  

• Dispute Resolution

Oasis seeks to amicably resolve its disputes.  Please provide prompt notice of any dispute under these Terms and Conditions, and we will work to resolve the concern within a reasonable time. In the event a dispute cannot be amicably resolved: 

You agree that all claims under these Terms and Conditions shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and that judgment on any award and rendered by the arbitrator may be entered in any court having jurisdiction thereof.  If all parties agree, they may endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. If all parties to the dispute agree, a mediator involved in the parties’ mediation may be asked to serve as the arbitrator.

Governing Law: You agree that all terms under these Terms and Conditions shall be interpreted according to the Laws of the State of California, and that disputes under this agreement shall be governed by the laws of the State of California, regardless of Your state or country of residence or domicile.  

• General Provisions

You agree that the following statements are true and accurate:

1. At all times, the information You have provided or will provide to Oasis is and will be true and accurate.  
2. Any intellectual property you provide, submit or authorize Oasis to use does not violate the intellectual property of any third party.
3. You understand that this agreement is not assignable to another party without Oasis’s prior express written consent.  
4. You understand that Oasis may review and modify these Terms and Conditions.  You accept responsibility for reviewing and becoming familiar with any changes to these Terms and Conditions which Oasis provides notice of via the email address or point of contact listed in your acceptance of these Terms and Conditions.  Changes to the Terms and Conditions become effective upon posting to our websites.  Continued reference to the Pledge, and/or continued use of related branding, logos or materials shall constitute Your acceptance of the updated Terms and Conditions.  
5. These Terms and Conditions supersede any previous and related Terms and Conditions that You may have signed in the past. 
6. If any part of these Terms and Conditions is found to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect and continue to bind both You and Oasis.  
7. Failure by Oasis to enforce any part of these Terms and Conditions is not a waiver of Oasis’s right to later enforce that or any other part of these Terms and Conditions. 
8. Oasis may assign any of its rights and obligations under these Terms and Conditions in its sole discretion, and consistent with its 501(c)(6) purpose. 

• Definitions

“Oasis”, and “The Consortium” have the meanings ascribed to them in Clause 1. 

“the Pledge” has the meaning ascribed to it in Clause 1.  

“the Standards” has the meaning ascribed to it in Clause 1.

“Potential Pledgee”, “Pledgee”, and “You” have the meanings ascribed to them in Clause 2.  

“the Rules” has the meaning ascribed to it in Clause 2. 

“5Ps of User Safety Framework” has the meaning ascribed to it in Clause 2. 

These Terms and Conditions have been signed by the individual, agent, or authorized representative completing this form, who avows they are duly authorized to sign on behalf of the organization whom they purport to represent, and will be effective from the date this form was completed. The email provided by said individual, agent, or authorized representative will be used for all communications as noted in the above Terms and Conditions.