Acknowledgment and Acceptance of Terms of Service
Age. You represent, acknowledge and agree that you are at least 18 years of age, or that you are the parent or legal guardian of a user that is over the age of 13 and you agree to these Terms. If you are the parent or legal guardian of a user of this Site and you have questions about this Site or these Terms, please contact us.
Description of Service
Description. Verdafero provides both free and paid Services to its members (“Members”) whereby Verdafero utilizes its proprietary technology to calculate a sustainability plan, mitigation projects including vendor referrals through our online store (“Merchants”), and associated plan metrics.
License. You agree that if you use the Services to transmit any Submissions, you grant to Verdafero, and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license, in and to (in any media now known or not currently known or invented) the Submissions, solely for purposes of transmitting, posting or distributing such Submissions to the intended recipients thereof.
Submission Warranty. You represent and warrant that: (i) you own the Submissions posted by you on or through the Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Submissions on or through the Services does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submissions posted by you to or through the Services.
Third Party Content
Right to Third Party Content. Certain information and content that are not Submissions may be provided by third party licensors and suppliers to Verdafero (“Third Party Content”). The Third Party Content is, in each case, the copyrighted work of the licensor. Unless you have permission from the owner of the copyrights in the Third Party Content, you agree to only display the Third Party Content on your personal computer solely for your personal use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. Verdafero DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
Ownership. Unless otherwise specified, all information and screens appearing on this Site including documents, Programs, site design, text, graphics, logos, images and icons, as well as the selection and arrangement thereof, are the sole property of Verdafero or its licensors. Except for the express licensed granted herein, all rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
Protection. Certain information, documents, products and Services provided on and through the Site and any necessary software used in connection with the Service (“Software”) including content, trademarks, logos, graphics and images that are not Submissions (as defined below) (together, the “Materials”) are provided to you by Verdafero and contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
Limited License. Verdafero grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and use the Services, and the Site solely for your personal use. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials or the Software in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials or Software. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Site, any Materials or the Software on any legal basis.
Enrollment. To use the Service, you must create an account (“Account”) on the Site and be a Member in good standing. In order to create an Account you must supply your name and e-mail address, as well as choose a password. You are solely responsible for maintaining the confidentiality of your password and account, and agree to notify Verdafero if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are solely responsible for maintaining the confidentiality of your Account. You are responsible for activities that occur under your Account. You agree to immediately notify Verdafero of any unauthorized use of your Account or any other breach of security in relation to the Services known to you. You may change your Account information, at any time by following instructions available from your MyVerdafero home page. You agree that information you provide us will be true, accurate, current and complete information about yourself as prompted by any Account registration form and to maintain and promptly update your personal data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our service providers have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account.
Taxes. We will not be liable or responsible in any manner for any tax consequences which may result from a Member’s participation in the Service. Each Member is solely responsible for any tax liability, including all applicable filing and reporting obligations, connected with the use of the Service.
Submission Indemnification. Submissions and unauthorized use of any Materials or Third Party Content contained on this Site may violate certain laws and regulations. You shall indemnify and hold Verdafero and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) Verdafero or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Site or the use of the Site by any person using your user name and/or password (including without limitation your participation in the posting areas or your Submissions) violates any applicable law or regulation, or the rights of any third party
Monitor. Verdafero reserves the right, but does not assume the responsibility, to monitor or review your use of the Services and the Site. Your use of the Services is subject to all applicable local, state, national and international laws and regulations. In using our Services you agree not to: Use the Services for illegal purposes; Interfere or disrupt networks connected to the Site or violate the regulations, policies or procedures of such networks; Use the Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, or use any distribution lists including any person who has not given specific permission to be included in such a process (commercial or otherwise); Harvest or otherwise collect information about other users, including e-mail addresses, without their consent; Transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, sexually explicit, or otherwise objectionable material of any kind or nature; Invade another’s privacy or violate rights of publicity or intellectual property rights (including but not limited to copyright, trademark and patent rights) while using the Services; Transmit through the Services any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; Interfere with another user’s use and enjoyment of the Services; Defame, abuse, harass, stalk, threaten or violate the legal rights (such as rights of privacy and publicity) of any other user; Create a false identity for the purpose of misleading others as to your identity or the origin of a message; Transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; Attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Site, through password mining or any other means; or Engage in any other conduct which, in Verdafero’s sole discretion, is considered inappropriate, unauthorized or objectionable.
Disclaimer of Warranties
Risk. Your use of this Site and/or the Services is at your own risk. Verdafero does not warrant the accuracy or timeliness of the materials, Submissions or the Third Party Content contained on this Site and/or the Services. Verdafero has no liability for any errors or omissions in the materials, Submissions and/or the Third Party Content, whether provided by Verdafero or its vendors.
DISCLAIMER. VERDAFERO, FOR ITSELF AND ITS VENDORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE, THE SERVICES, ANY MATERIALS OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE THIRD PARTY CONTENT AND THE SUBMISSIONS OF OTHER VISITORS TO THE SITE. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICES, MATERIALS, THIRD PARTY CONTENT, SUBMISSIONS, AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHERE-IS” BASIS WITH NO WARRANTY OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. VERDAFERO DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Limitation of Liability
LIMITATION. NEITHER VERDAFERO NOR ITS VENDORS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIAL ON THE SITE OR RELATING TO YOUR SUBMISSIONS. IN NO EVENT SHALL VERDAFERO OR ITS VENDORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF VERDAFERO OR ITS VENDORS KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.
Indemnification You agree to indemnify and hold Verdafero, its parent, subsidiary, affiliate, officers, employees, agents, directors, successors and assigns harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Site or the Services, the violation of the Terms by you, the infringement by you (or other user of the Services using your account) of any intellectual property or other right of any person or entity or violation of any federal, state or local law or regulation.
Terminate. If you violate these Terms, or if Verdafero determines in its sole discretion that you have used the services unreasonably, Verdafero may suspend or terminate your access to the Site or Services without notice. Verdafero prefers to advise you of your inappropriate behavior and recommend any necessary corrective action. However, certain violations of these Terms, as determined by Verdafero, will result in immediate suspension or termination of your access to the Site or Services. Verdafero shall not be liable to you or any third party for termination of the Services or termination of your use of the Site. Should you object to any terms and conditions of the Terms or any subsequent modifications Verdafero makes to the Terms or become dissatisfied with the Services in any way, your only recourse is to immediately: (i) discontinue use of the Services; and (ii) notify Verdafero of your termination and, at your discretion, notify Verdafero of the reasons for your termination. Upon your termination, your right to use the Site and the Services shall cease immediately. You shall have no right and Verdafero will have no obligation thereafter to forward any unread or unsent messages to your or any third party on your behalf.
Survival. The proprietary rights, disclaimer of warranties, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
Links to Third Party Sites This Site and Services may be linked to other sites that are not the Site. Verdafero is providing these links to you only as a convenience, and Verdafero is not responsible for the content or links displayed on such sites.
Transactions With Organizations; International Users
Liability. Verdafero shall not be liable for your interactions with any organizations, Merchants and/or individuals found on or through the Site or the Services. This includes, but is not limited to, payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings. These dealings are solely between you and such organizations and/or individuals. Verdafero is under no obligation to become involved in disputes between participants using the Services, or between participants using the Services and any third party.
International Users. We make no claims that information on the Site is appropriate or may be downloaded outside the United States. Access to the Site may not be legal in certain countries or for certain persons. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable content, in addition to these Terms.
Miscellaneous The laws of the state of California, excluding its conflict or conflicts of law provisions, will govern these Terms. The terms of the UN Convention on International Sale of Goods is expressly excluded in its entirety from application to this Agreement. You agree to submit to the exclusive jurisdiction of the Courts of the State of California, provided, however, that Verdafero, in its sole discretion, may elect to settle any litigation in any way arising out of or relating to these Terms through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such arbitration shall be conducted in California, and judgment on the arbitration award may be entered into in any court having jurisdiction thereof. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Verdafero’s failure to enforce any of these Terms is not a waiver of such term. The Terms are the entire agreement between you and Verdafero and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Verdafero about the Site and/or Services.