Platform Terms of Service
Last updated: May 2022
Please read these Platform Terms of Service carefully (“Terms”). By executing an Order, you, or, if you represent an entity or organization, that entity or organization (in either case, the “Customer”), agree to be bound by these Terms. These Terms, the Order, and other documents that may incorporated by reference (collectively, “Agreement”) create an agreement between Renoster Systems, Inc., a Delaware corporation (“Company”) and you, the Customer identified on the Order.
Company offers products and services to customers to assist with evaluating carbon credit offset projects via its proprietary Renoster Carbon Credit Project Platform. These Terms govern Customer’s rights and obligations related to Customer’s access to and use of the Platform, as well as related services offered by Company in accordance with the Order. If Customer does not agree with these Terms, Customer may not access the Platform.
- 1. Eligibility. Access and use of the Platform is intended for use by users who are at least 18 years of age and able to form legally binding contracts. No users under the age of 13 are permitted to use the Platform. Customer represents and warrants that Customer is not: (a) a citizen or resident of (or located in) any jurisdiction where use of the Platform is prohibited by law; (b) a citizen or resident of (or located in) any country that is currently subject to sanctions or embargoes by the United States or any other country; (c) an individual who is, or who is employed by or associated with a Business Entity that is, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or is otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
- 2. Services. “Services” means the Platform and any products, services, and data made available by Company to Customer and specified in an Order mutually agreed upon by the parties. “Platform” means the Renoster Carbon Credit Project Platform provided by Company to Customer to access and use via the internet, including any software, data, interfaces, tools, utilities, templates, forms, derivatives, improvements, enhancements, updates and/or extensions related thereto.
- 2.1 Platform. Subject to these Terms, Company shall take commercially reasonable efforts to provide the Platform to Customer in accordance with these Terms and the terms specified in an Order.
- 2.2 Access and Account Setup. Subject to these Terms, Company will provide Customer with access privileges that permit Customer to access and manage its Platform account (“Customer Account”). Customer represents and warrants that all information submitted by it in association with its Customer Account will be accurate, complete, and current, and that Customer will maintain and promptly update all such information to beep it accurate, complete, and current. The Platform may be accessed and used by a limited number of Customer users authorized in the Order (the “Authorized Users”). Customer is solely responsible for the activity that occurs on the Customer Account, and for keeping the Customer Account password secure. Customer may never use another person’s user account or registration information for the Platform without permission. Customer shall be responsible for the acts or omissions of any person who accesses the Platform using passwords or access procedures provided to or created by Customer. Customer will use reasonable efforts to prevent any unauthorized use of the Platform, and will promptly notify Company in writing of any unauthorized use that comes to Customer’s attention and provide all reasonable cooperation to prevent and terminate such use.
- 2.3 Equipment. Customer will be responsible for obtaining and maintaining at its expense all the necessary computer hardware, software, services, modems, connections to the internet and other items operated or provided by third parties (“Third Party Services”) as required for Customer’s access and use of the Services. Company is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Company does not make any representations or warranties with respect to Third Party Services or any providers of the same.
- 2.4 Carbon Project Reviews. From time to time, Customer may request that Company include on the Platform a review of a forest carbon project that is not currently available on the Platform. All such requests (“Carbon Project Review Requests”) must be complete via an Order, signed by Customer and Company. Company shall use commercially reasonable efforts to update the Platform with the information sought by Customer in its Carbon Project Review Request. Customer acknowledges and agrees that any information uploaded to the Platform by Company in response to a Carbon Project Review Request shall be available to all users of the Platform.
- 2.5 Availability. Provided that Customer is in compliance with the Agreement, Company shall use commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week, and otherwise in accordance with these Terms.
- 3. Licenses and Proprietary Rights.
- 3.1 Platform. Subject to the terms and conditions of the Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Term to use and access the Platform solely for Customer’s internal business purposes. Except for the foregoing limited license, Company retains all rights, title, and interests (including all proprietary and Intellectual Property Rights) in and to the Platform. “Intellectual Property Rights” means all rights of the following types, under the laws of any jurisdiction worldwide: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights; (b) trade secret rights; (c) trademark rights; (d) patent rights; (e) mask work, sui generis database rights, and industrial property rights; (f) other proprietary rights of every kind and nature; and (g) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the above.
- 3.2 Aggregate Data. Customer agrees that Company shall have a perpetual, worldwide, non-exclusive, irrevocable right and license to use, store, copy, create derivatives, and archive Customer Data (a) to create anonymized compilations and analyses of Customer Data (“Aggregate Data”); (b) to create reports, evaluations, benchmarking tests, studies, analyses and other work product from Aggregate Data (“Analyses”); and (c) to create, develop, enhance algorithms, machine learning and other generally available tools in connection with the Platform using anonymous Customer Data. Company shall have exclusive ownership rights to, and the exclusive right to use, such Aggregate Data and Analyses for any purpose, including, but not limited to product improvement and marketing to other customers of the Platform; provided, however, that Company shall not distribute Aggregate Data and Analyses in a manner that is identifiable as Customer Data. “Customer Data” means all information provided by Customer to Company in relation to Company’s provision of the Services.
- 3.3 Platform Technology. The Platform and the databases and technology used by or on behalf of Company to operate the Platform, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Company and its third-party providers. Customer will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Customer’s rights to access or use the Technology or otherwise make the Technology available to any third party; (6) use the Technology (or any portion thereof) for commercial time-sharing or service-bureau use or for any purpose other than its own internal use; (7) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (8) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (9) monitor the availability, performance, or functionality of the Technology; (10) interfere with the operation or hosting of the Technology; (11) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; or (12) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information Customer obtains or learns from the Technology (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.
- 4. Term. These Terms are entered into as of the earlier of the date Customer first accesses or uses the Platform (the “Effective Date”) and will continue until terminated as set forth herein (the “Term”). Company may terminate the Agreement or Customer’s access to the Platform, at any time and with or without notice, if Customer violates these Terms. If no Order is active for a period of ninety (90) consecutive days, these Terms shall terminate automatically. Company may add or remove, suspend, stop, delete, discontinue or impose conditions on the Platform or any feature or aspect of the Platform. Company will take reasonable steps to notify Customer of such termination or Platform changes by email or the next time Customer attempts to access the Customer Account. Customer may also terminate the Agreement by emailing Company at [email@example.com]. Upon termination or expiration of the Agreement for any reason: (i) all rights and subscriptions granted to Customer under the Agreement will terminate; (ii) Customer shall immediately cease all use of and access to the Platform, including all content Customer obtained via the Services prior to the termination; and (iii) Company may, in its sole discretion, delete the Customer Account and any Customer Data held by Company at any time. Sections 3, 4, 6, 9, 10, 11, 12, 13, 14, 15, and 17 shall survive the expiration or termination of this Agreement.
- 5. Modifications. These Terms may be amended at any time by Company from time to time without specific notice to Customer. The latest Terms will be made available when Customer accesses or uses the Platform, and Customer should review the Terms prior to accessing or using the Platform. If any modification is unacceptable to Customer, Customer’s only recourse is to terminate the Agreement and Customer’s usage of the Platform. Customer’s continued access and use of the Platform following Company’s posting of amended Terms or providing Customer notice of a modification will constitute binding acceptance.
- 6. Payments and Taxes.
- 6.1 Fees. Unless otherwise set forth on an Order, Customer agrees to pay, and shall pay, the fees set forth on the Order within thirty (30) days of Customer’s receipt of an invoice from Company. All payments shall be made in U.S. dollars in immediately available funds, and are non-refundable. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.
- 6.2 Taxes. Customer shall pay any sales, use, value-added, property, and other taxes, withholdings and similar charges based on or arising from this Agreement (other than taxes based on Company’s net income).
- 6.3 Expenses. Customer will reimburse Company for reasonable pre-approved travel and living expenses incurred by Company in performing Services at sites other than Company facilities at Customer’s request (including without limitation, any Services relating to setup, training, technical support, and consulting).
- 7. Compliance with Laws. Customer acknowledges that the Services are not specifically designed to facilitate compliance with any specific law, rule, or regulation. Customer’s use of the Services in compliance with any specific law, rule, or regulation applicable to Customer, is Customer’s sole responsibility. Company is not responsible for enabling Customer’s compliance with any such law, rule, or regulation or for Customer’s failure to comply. Customer represents and warrants to Company that Customer’s use of and access to the Services will comply with all applicable laws, rules, and regulations and will not cause Company itself to violate any applicable laws, rules, and regulations.
- 8. No Warranties; Disclaimer. EXCEPT AS PROVIDED HEREIN, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY AND ITS VENDORS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY SOFTWARE, CONTENT, PRODUCTS, OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE SOFTWARE, CONTENT, OR SERVICES PROVIDED THROUGH THE PLATFORM. COMPANY AND ITS THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM AND ANY OTH-ER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS EMPLOYEES, OR THIRD-PARTY PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. CUSTOMER EXPRESSLY AGREES THAT ITS ACCESS AND USE OF THE PLATFORM IS AT CUSTOMER’S SOLE RISK.
- 9. Limitation on Liability. COMPANY AND ITS VENDORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS OR USE OF THE PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. COMPANY’S, AND ITS THIRD-PARTY PROVIDERS’, TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PLATFORM PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. CUSTOMER AGREES THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, COMPANY’S, AND ITS VENDOR’S, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED EXCEPT IN THE CASE OF CLAIMS FOR WHICH THE APPLICABLE STATUTE OF LIMITATIONS MAY NOT BE SHORTENED BY CONTRACT, AS DETERMINED BY THE GOVERNING LAW PROVIDING FOR SUCH CLAIM.
- 10. Ownership.
- 10.1 Technology. Company and its third-party providers retain all right, title and interest, including, without limitation, all Intellectual Property Rights in and to the Technology and any additions, improvements, updates and modifications thereto. Customer receives no ownership interest in or to the Technology and Customer is not granted any right or license to use the Technology itself, apart from Customer’s ability to access and use the Platform under this Agreement. The Company name, logo, and all product and service names associated with the Platform are trademarks of Company and its third-party providers (“Company Marks”) and Customer is granted no right or license to use them.
- 10.2 Feedback. Customer agrees that Company is free to disclose aggregate measures of usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Services hereunder, including that it could have acquired performing the same or similar services for another customer. All Customer suggestions for correction, change or modification to the Services, evaluations, and other feedback, information and reports provided to Company hereunder (collectively, “Feedback”), will be the property of Company and Customer shall and hereby does assign any rights in such Feedback to Company.
- 11. Confidentiality. “Confidential Information” means the Platform and all content, documentation and materials relating to the Platform, regardless of the form thereof, including all copies and extracts thereof. Customer shall not disclose Confidential Information to any third party without Company’s prior written consent. Customer may disclose the Confidential Information only to those individuals who have a need to know the Confidential Information for purposes of Customer’s valid use of Platform as permitted under these Terms, or authorized by Company in writing, and who are bound by an obligation of confidentiality at least as protective of the Confidential Information as the terms of this Agreement. Customer will treat all Confidential Information with the same degree of care as Customer treats its own confidential information which, in no event, will be less than reasonable care. Customer will not utilize the Confidential Information other than as expressly permitted in these Terms.
- 12. Equitable Relief. Customer acknowledges and agrees that due to the unique nature of Confidential Information, there can be no adequate remedy at law for any breach of the obligations hereunder, that any such breach may allow Customer or third parties to unfairly compete with Company resulting in irreparable harm to Company, and therefore, that upon any such breach of this Agreement or threat thereof, Customer will not oppose any attempt by Company to obtain, in addition to whatever remedies it may have at law, an injunction or other appropriate equitable relief without making any additional showing of irreparable harm (and agree to support the waiver of any requirement that Company be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).
- 13. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado without regard to the conflict of laws provisions thereof. Each party shall bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in Denver, Colorado, and each party irrevocably submits to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.
- 14. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Company by postal mail to the address for Company listed above or on the Platform. Company may provide Customer with any notices required or allowed under this Agreement by sending Customer an email to any email address provided to Company in connection with the Order, provided, that in the case of any notice applicable both to Customer and other users of the Platform, Company may instead provide such notice by posting on the Platform. Notices provided to Company will be deemed given when actually received by Company. Notice provided to Customer will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) Company is notified that the e-mail address is invalid.
- 15. International Use. Company controls and operates the Services from the state of Illinois. Company does not represent that the Platform or any materials on the Platform are appropriate or available for use in other locations outside of the United States. Persons who choose to access the Platform from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Customer agrees to comply with all applicable laws, rules and regulations in connection with its use of the Services. Without limiting the generality of the foregoing, Customer agrees to comply with all applicable laws regarding the transmission or transfer of any data or technical information in connection with Customer’s access to or use of the Services.
- 16. Linked Sites. The Platform may contain links to third-party sites, which contain content at such sites that are not under the control of Company. If Customer accesses a third-party site or content from the Platform, then Customer does so at its own risk and Company is not responsible for any such site or content on any linked site. If the Platform links to any third-party site or content, it is not an indication of an endorsement, authorization, or sponsorship to such third-party site or content.
- 17. Additional Terms. Unless otherwise amended as provided herein, the Agreement will exclusively govern Customer’s access to and use of the Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Customer’s access to and use of the Services. All waivers by Company under the Agreement must be in writing or later acknowledged by Company in writing. Any waiver or failure by Company to enforce any provision of the Agreement on one occasion will not be deemed a waiver by Company of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of Customer hereunder may be assigned or transferred by Customer (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Company. Any assignment in violation of the foregoing will be null and void. Company may assign this Agreement to any party that assumes Company’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Company may reference Customer as a user of the Services and use Customer’s name and logo, as applicable, in listings of users of the Services appearing on Company’s website and for other marketing and promotional purposes relating to the Services.