Date Last Revised: July 6, 2018
Please note that you may not use the Services or accept this Agreement if you are not legally authorized to do so or are not of a legal age to form a binding contract with SustainaBase.
Utility, Resource and Other Data
Customers, directly or through authorized third parties, may input, upload or otherwise provide data and information, or provide login or other access to data and information, to be included within SustainaBase (collectively, “Data”). For example, Data could include utility and resource data that a customer uploads or manually enters or that SustainaBase retrieves through online logins, third-party sources or other methods (“Third-Party Data Sources”). “Data” could also include information or data created by customer while using SustainaBase (such as emission reduction goals and tasks). By providing Data or access to Data, customer represents and warrants that customer and SustainaBase have all necessary rights and authority to incorporate that Data into SustainaBase and analyze and display Data within and in connection with SustainaBase. Customers are responsible for ensuring that Data provided is accurate and complete and for backing up Data. Please back up or archive your Data frequently.
You understand that customers within the same company or organization may or may not be able to see, manipulate and analyze Data provided by other customers within that company or organization, depending on the user settings. In addition, the Services may allow you to interact with and share Data with other customers within your company or organization. We are not responsible for your or other customers’ interactions through our Services.
Your Account Information
Customers are responsible for maintaining the confidentiality of their SustainaBase password which, together with their email address, allows customers to access the Services. Your email address and password, together with any mobile number or other information you provide are your “Account Information.” If you become aware of any unauthorized use of your Account Information, you agree to notify SustainaBase immediately at email@example.com.
You consent to receive all required and elected notices and information electronically. Electronic communications may be posted within the Services and/or delivered to your e-mail address that we have on file for you. It is your responsibility to promptly update us with your complete, accurate contact information, or change your information, including email address, as appropriate. Your consent to receive communications electronically is valid until you end your relationship with us. You may print a copy of any electronic communications and retain them for your records. We reserve the right to terminate or change how we provide electronic communications and, if we do so, will provide you with appropriate notice in accordance with applicable law.
Your Use of the Services
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Services for lawful purposes. You agree not to use, nor permit any third party to use, the Services or content obtained from the Services in a manner that violates any applicable law, regulation or this Agreement.
You must provide or provide access to true, accurate, current and complete Account Information and Data, and you may not misrepresent your Account Information and Data. In order for the Services to function effectively, you must also keep your Account Information up to date. You represent that you are a legal owner of, or that you are otherwise authorized to provide us with, all Data and other information necessary to facilitate your use of the Services.
Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that SustainaBase, in its sole discretion, may elect to take. In no event will SustainaBase be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime, poor performance, or loss of data.
Trial Versions. If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial (“Trial Period”) unless you terminate before the trial period ends. You must decide to purchase a subscription to the Services within the Trial Period in order to retain access to any Data provided or created during the Trial Period. If you terminate before the Trial Period ends or do not purchase a subscription to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the Data added to or created with the Services during the trial. When a Trial Period ends or is otherwise terminated, SustainaBase is not required to remove from its databases Data collected or obtained during the Trial Period.
Beta Features. From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore Data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
Telecommunication Requirements for Use
Use of the Services may be available through a compatible device, Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your device and telecommunications provider. SUSTAINABASE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES DUE TO YOUR DEVICE, THE INTERNET, YOUR NETWORK ACCESS, THIRD-PARTY SOFTWARE OR YOUR TELECOMMUNICATIONS PROVIDER.
Rights You Grant to Us
You hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of such Account Information, Data, content and materials in connection with the Services and our business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.
You grant SustainaBase a limited power of attorney, and appoint SustainaBase as your attorney-in-fact and agent, to obtain Data from Third Party Sources in connection with the Services. You acknowledge and agree that when SustainaBase is obtaining data from Third Party Sources, SustainaBase is acting as your agent, and not as the agent of or on behalf of the Third Party Source.
You agree that we may use any content, feedback, suggestions, or ideas you provide us (collectively, “Suggestions”) in any way, including to improve, modify, expand, and market our Services. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use Suggestions in any way.
SustainaBase’s Intellectual Property Rights
The contents of the Services, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including any proprietary server-side and client-side code html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of the Services belong or are licensed to SustainaBase or its software or content suppliers. Any distribution, reprint or electronic reproduction of any portion of the Services in whole or in part for any purpose is expressly prohibited without our prior written consent.
Access and Interference
You agree that you will not:
- Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Services or any portion of the Services, without SustainaBase’s express written consent, which may be withheld in SustainaBase’s sole discretion;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the services, other than the search engines and search agents available through the Services and other than generally available third-party web browsers;
- Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services;
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services; or
- Attempt to gain an unauthorized access to any portion of the Services.
Social media sites
Disclaimer of Representations and Warranties
THE SERVICES AND ALL INFORMATION, DATA, FEATURES, FUNCTIONALITY, PRODUCTS AND CONTENT ASSOCIATED WITH THE SERVICES OR PROVIDED THROUGH THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. SUSTAINABASE, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALTHOUGH SUSTAINABASE PRESENTS DATA IN A MANNER INTENDED TO HELP CUSTOMERS MAKE BETTER DECISIONS AND FIND OPPORTUNITIES, SUSTAINABASE CANNOT AND DOES NOT GUARANTEE THAT CUSTOMERS WILL IN FACT FIND SAVINGS, OPPORTUNITIES OR OTHER RESULTS FROM USING SUSTAINABASE. SUSTAINABASE IS NOT RESPONSIBLE FOR: (I) ANY INACCURACIES, QUALITY ISSUES, OR ERRORS INHERENT IN ANY DATA; (II) ANY DATA ENTRY ERRORS; (III) THE REVIEW OF DATA FOR ACCURACY, LEGALITY OR NON-INFRINGEMENT; (IV) TECHNICAL OR OTHER DIFFICULTIES WHICH MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, AND (V) PERSONALIZATION SETTINGS.
NEITHER SUSTAINABASE NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF DATA OR OTHER CONTENT WITHIN THE SERVICES, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SUSTAINABASE OR ITS SUPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
No Legal, Financial or Tax Advice
NEITHER SUSTAINABASE NOR THE SERVICES ARE INTENDED TO PROVIDE LEGAL, FINANCIAL, OR TAX ADVICE. The Services are intended only to assist you in your sustainability and utility/resource use decision-making and is broad in scope. Your personal situation is unique, and any information and advice obtained through the Services may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your legal counsel, accountant or other financial advisers who are fully aware of your individual circumstances.
Limitations on SustainaBase’s Liability
SUSTAINABASE SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SERVICES, YOUR USE OF THE SERVICES, THE FUNCTIONALITY, FEATURES AND TOOLS WITHIN THE SERVICES, CONSULTING PROVIDED IN CONNECTION WITH OR AS PART OF THE SERVICES, OR THIS AGREEMENT, EVEN IF SUSTAINABASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING ANY ASSOCIATED SOFTWARE OR OTHER MATERIALS SUPPLIED IN CONNECTION WITH SUCH SERVICES, SHALL BE FOR SUSTAINABASE TO USE COMMERCIALLY REASONABLE EFFORTS TO EFFECTUATE AN ADJUSTMENT OR REPAIR OF THE APPLICABLE SERVICE(S) WHEN AT ALL POSSIBLE; AND SUSTAINABASE’S LIABILITY TO YOU FOR ANY OTHER CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $100.00 (ONE HUNDRED UNITED STATES DOLLARS).
Your Indemnification of SustainaBase
You shall defend, indemnify and hold harmless SustainaBase and its officers, directors, shareholders, and employees, from and against all claims, suits, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, that arise out of or relate, including but not limited to attorneys’ fees, in whole or in part arising out of or attributable to any breach of this Agreement or any activity by you in relation to the Services or your use of the Services.
SustainaBase may modify this Agreement from time to time. Any and all changes to this Agreement may be provided to you by electronic means (i.e., via email or by posting the modified Agreement within the Services). In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Services after those changes are posted. In addition, SustainaBase reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services with or without notice. SustainaBase shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Services.
You and we agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to the Services will be resolved in accordance with the provisions set forth in this Legal Disputes section. Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.
You agree that the laws of the State of Florida, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in this Agreement.
Arbitration/Class Waiver/Opt Out Clauses
You and we each agree to resolve exclusively through final and binding arbitration any and all disputes or claims that have arisen or may arise between you and us (including any affiliates, officers, directors, employees, and agents), whether or not such dispute or claim involves a third party, relating in any way to any aspect of our relationship or any contact between us, direct or indirect, or arising out of this or previous versions of this Agreement, your use of or access to our Services, or any products or services sold, offered, or purchased through or in connection with our Services (“Dispute”).
You and we agree to submit the Dispute to a single arbitrator under the then-current Commercial Arbitration Rules of the American Arbitration Association (AAA), including when applicable the Optional Rules for Emergency Measures of Protection and the Consumer Arbitration Rules, or, by separate mutual agreement, at another arbitration institution. The AAA’s rules, information regarding initiating a claim, and a description of the arbitration process are available at www.adr.org. The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA rules. As an alternative, you or we may bring a claim in your local “small claims” court, if permitted by that small claims court’s rules.
The Federal Arbitration Act governs the interpretation and enforcement of this section regarding our agreement to arbitrate any Dispute (“Agreement to Arbitrate”), and the arbitrability of the Dispute. The arbitrator will decide whether the Dispute can be arbitrated.
You and we agree that each of us may bring a Dispute against the other only on our own behalf, and not on behalf of a government official or other person or entity, or a class of persons or entities. You and we agree, if we are a party to the proceeding, not to participate in a class action, a class-wide arbitration, a claim brought in a private attorney general or representative capacity, or a consolidated claim involving another person. You and we agree not to combine a claim that is subject to arbitration under this Agreement with a claim that is not eligible for arbitration under this Agreement. You and we agree to waive the right to a trial by jury for all disputes.
You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing, within 30 days of the date that you first became subject to this Agreement to Arbitrate by emailing us at firstname.lastname@example.org. You must include: (1) your name and residence address; (2) the email address and/or mobile telephone number associated with your account; and (3) a clear statement that you want to opt out of this Agreement to Arbitrate.
If the prohibition against class actions and other claims brought on behalf of third parties contained in Section 1.3, above, is found to be unenforceable, then all of Section 1 will be null and void as to that Dispute.
This Agreement to Arbitrate will survive the termination of your relationship with us.
Unless you and we agree otherwise, if you opt out of the Agreement to Arbitrate, if the Agreement to Arbitrate is found by a court to be unenforceable, if your claim is not covered by the Agreement to Arbitrate, or if you neither are a resident of nor have a principal place of business in the US or Canada, you agree that any Dispute that has arisen, or may arise, between you and us must be resolved exclusively by a state or federal court located in Palm Beach County, Florida. You and we agree to submit to the personal jurisdiction of the courts located within Palm Beach County, Florida for the purpose of litigating all such claims or disputes.
Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make a change to this Agreement to Arbitrate (other than a change to the notice address or the site link provided herein) in the future, that change shall not apply to a claim that was filed in a legal proceeding between you and us prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen, or may arise, between you and us. We will notify you of a change to this Agreement to Arbitrate by posting the amended terms on our Services at least 30 days before the effective date of the change and/or by email.
Allegations of Copyright and Trademark Infringements; Notification
SustainaBase respects the intellectual property rights of others and SustainaBase asks that users of the Services do the same. If you believe that your intellectual property is being used on the Services in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The information specified above must be sent to SustainaBase’s Designated Agent, whose contact information is as follows:
Attn: Legal Department – Copyright Agent
Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims.
Any information or correspondence that you provide to us may be shared with third parties, including the person who provided us with the allegedly infringing material.
Upon receipt of a bona fide infringement notification by the Designated Agent, it is our policy to remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user’s access to the service.
If you believe that your content should not have been removed for alleged copyright infringement, you may send our Designated Agent a written counter-notice with the following information:
- Identification of the copyrighted work that was removed, and the location on the Site where it would have been found prior to its removal;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
- Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.