CLIMATE ENGINE

WEBSITE TERMS OF USE

Last Modified: December 22, 2021

Please read the terms of this agreement (the “Agreement” or “Terms of Use”) carefully as they form a contract between you and Climate Engine, Inc., a Delaware Corporation (“Climate Engine” or “Us” or “We”) that governs Your access and use of the websites that link to these Terms. In these Terms, the word “Sites” refers to each of these websites and mobile apps and the services and technologies offered on those Sites.

BY ACCESSING, OPERATING, DOWNLOADING, INSTALLING, REGISTERING, OR OTHERWISE USING THE SITES, OR CLICKING AN “I ACCEPT” OR “CONTINUE” BUTTON OR CHECKBOX ASSOCIATED WITH THIS AGREEMENT, YOU (OR YOUR AUTHORIZED AGENT, IF APPLICABLE) (A) EXPRESSLY AND EXPLICITLY ACKNOWLEDGE AND AGREE THAT THIS IS A BINDING AGREEMENT, (B) ARE OVER THE AGE OF 18 YEARS OLD OR AN EMANCIPATED MINOR, OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THE TERMS OF USE, AND (C) HEREBY AGREE TO THE TERMS OF THIS AGREEMENT AND ACCEPT CLIMATE ENGINE’S OFFER TO USE THE CLIMATE ENGINE SITES PURSUANT TO THE TERMS HEREIN. IF YOU ARE AN EMPLOYEE OR OTHER REPRESENTATIVE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT TO CLIMATE ENGINE THAT YOU ARE (A) AUTHORIZED TO ENTER INTO THIS AGREEMENT ON
BEHALF OF THE ENTITY AND BIND THE ENTITY TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AND (B) YOU ARE OVER THE AGE OF 18 YEARS OLD, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT OR ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY, DO NOT ACCESS, OPERATE, DOWNLOAD, INSTALL, REGISTER OR OTHERWISE USE THE CLIMATE ENGINE SITES. 

You may not access the Sites if You are a direct competitor of Climate Engine, except with Our prior written consent. In addition, You may not access the Sites for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Furthermore, you may not download, install, operate, or use any downloadable software created by or made available by Climate Engine, other than software made publicly available by Climate Engine, without the Our prior written consent.

Climate Engine reserves the right, at any time and from time to time, with or without notice to you, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on Your use of the Sites. We further reserve the right to add or remove functionality or features, and We may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don’t like any changes, you can stop using our Sites at any time. We will not be liable if for any reason all or any part of the Sites is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Sites, or the entire Site, to users, including registered users.

Climate Engine strongly recommends checking Terms of Use periodically. If you disagree with the provisions of the Terms of Use at any time, your sole remedy is to terminate your use of the Services and inform us of such termination as described in the Terms of Use. Continued use of the Services constitutes your agreement to the Terms of Use in effect. Climate Engine will communicate changes to this Agreement by posting the new version of the Agreement on its website at www.Climate Engine.com or other relevant Sites, or as otherwise determined by Climate Engine in its sole discretion, or as otherwise required by applicable law, at which time such updated Agreement will be immediately effective. 

Other than compliance with applicable privacy laws to the extent identified in Our privacy policy, Climate Engine makes no representations that the Sites are appropriate for use in other locations outside of the United States. If you use the Sites in or from locations outside the United States, you are responsible for compliance with all applicable laws and regulations as it relates to Your Data.  Some or all of Your Data will be stored in data centers located within the United States. 

Your use of the Sites may be provided by Climate Engine pursuant to a separate manually or digitally-executed agreement. Those additional terms become part of your agreement with Climate Engine, if you use the Sites.

1. YOUR ACCOUNTS

We reserve the right to withdraw or amend the Sites, and any service or material we provide on the Sites, in our sole discretion without notice. We will not be liable if for any reason all or any part the Sites is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Sites, or all Sites, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Sites.
• Ensuring that all persons who access the Sites through Your internet connection are aware of these Terms of Use and comply with them.

You may be required to create an account and specify a password in order to use certain services or features on the Sites. To create an account, you must be at least 18 years old and you must provide current, complete, truthful and accurate information about yourself. Do not attempt to impersonate anyone else when you create your account. If your information changes at any time, please update your account to reflect those changes.

You may not share your account with anyone else. Please keep your password confidential, and try not to use it on other websites. If you believe that your account has been compromised at any time, please notify Climate Engine immediately.

2. GEOGRAPHIC RESTRICTIONS

The owner of the Sites is based in the State of Nevada in the United States. We provide these Sites for use only by persons located in the United States and Canada. We make no claims that the Sites or any of their content is accessible or appropriate outside of the United States and Canada. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States and Canada, you do so on your own initiative and are responsible for compliance with local laws.

3. SITE CONTENT

Throughout the Site you may access images, information, documents, software, data, models and services (collectively, the “Climate Engine Materials”) developed by Climate Engine or provided by third-party Climate Engine partners (“Contributors”). Some of these Materials are governed by their own specific terms of use and copyrights. In the absence of specific terms of use, these Terms of Use shall apply. The burden of determining that use of any Materials on or linked to a Site is permissible, rests with you, the user.

4. YOUR USE OF THIRD PARTY SERVICES

The Site services may contain features and functionalities linking You or providing You with certain functionality and access to third party content, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You acknowledge that We are not responsible for such content or services. We may also provide some content to You as part of the Site services. Any such activities, and any terms associated with such activities, are solely between You and the applicable third-party. Similarly, We are not responsible for any third-party content you access with the Site services, and You irrevocably waive any claim against Us with respect to such sites and third-party content. Climate Engine shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third-party. Should You have any problems
resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of Your other service providers or any third-party services, We will not be responsible. If the Sites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If you decide to access any of the third party websites linked to Our Sites, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.

5. YOUR USE OF THE SITES

The user is granted the right to use the Site for non-commercial, non-profit research or educational purposes only, without any fee or cost, including downloading or printing Climate Engine Content in reasonable amounts for non-commercial, scholarly purposes, as well as use the Climate Engine Content on the Sites in the following ways (as long as you abide by the prohibited uses in herein) (collectively the “Permitted Uses”):

• classroom or organizational instruction and activities (for example, a discreet handout or projection of a Climate Engine Content item within a classroom setting);
• in student assignments, educational presentations, and student or faculty curatorial portfolios (so long as such use conforms to the customary and usual practice in the field), or in research papers or dissertations, including reproductions of the dissertations (provided such reproductions do not include books, and are only for personal use, library deposit);
• sharing of portions of Climate Engine Content with other individuals for the purposes of collaboration and discussion (for example, sending an individual Content item to a fellow scholar for the purpose of collaboration on a research project); and
• linking, specifically, incorporating stable URLs Climate Engine provides for each Climate Engine Content item into other online spaces to facilitate or direct access (for example, incorporating a link to an assigned Content item into an online syllabi).

Please do not use the Sites in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Sites or any features on the Sites (including any technological measures we employ to enforce these Terms). You are responsible for using the Sites in accordance with applicable laws and government regulations, including, without limitation, any laws requiring registration or filings with local authorities.

You acknowledge that You are solely responsible for obtaining and maintaining any equipment or ancillary services needed to access or use the Sites, including, without limitation, modems, hardware, software, and long distance or local telephone service. You are responsible for ensuring that such equipment or ancillary services are compatible with the Services.

You agree not to:

1. use or authorize the use of a Site, or Climate Engine Content for commercial purposes or gains, such as selling access to the Services or any part of the Content;
2. make any Site, portion of a Site, or Climate Engine Content available to, or use any Site, portion of a Site for the benefit of, anyone other than You;
3. use or authorize the use of a Site, or Climate Engine Content for commercial purposes or gains, such as selling access to the Services or any part of the Content;
4. make any Site, portion of a Site, or Climate Engine Content available to, or use any Site, portion of a Site for the benefit of, anyone other than You;
5. sell, resell, license, sublicense, distribute, rent or lease any Site, portion of a Site, or Climate Engine Content, or include any Site in a service bureau or outsourcing offering;
6. use a Site to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
7. use a Site to store or transmit malicious code;
8. interfere with or disrupt the integrity or performance of any Site or third-party data contained therein;
9. attempt to gain unauthorized access to any Site, portion of a Site, Climate Engine Content, or its related systems or networks;
10. permit direct or indirect access to or use of any Site, portion of a Site, or Climate Engine Content in a way that circumvents a contractual usage limit;
11. copy a Site, portion of a Site or any part, feature, function or user interface thereof;
12. copy Climate Engine Content except as permitted herein or in the Climate Engine User Agreement;
13. frame, in-line link, mirror or otherwise associate any part of any Site, portion of a Site, or Climate Engine Content without prior written authorization from Us;
14. access any Site, portion of a Site, or Climate Engine Content in order to build a competitive product or service;
15. decompile, reverse engineer, disassemble, modify, or create derivative works of any Site, portion of a Site;
16. remove any copyright notices, identification or any other proprietary notices from the Sites or any software used therewith; and
17. post any Content, commentary, or other information in relation to a Site unless such information is truthful, and factual.

6. INTELLECTUAL PROPERTY

Using our Sites does not give you ownership of any intellectual property rights to the content You access. You may not use Content from our Sites unless you obtain permission from Us or its owner, or unless You are otherwise permitted by law.

Title, ownership and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets and other intellectual property rights, in and to the Sites and any authorized copies made by You remain with Us and Our licensors. All text, content, and documents on the Sites, any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing on the Sites, and the organization, compilation, look and feel, illustrations, artwork, software and other works on the Sites, excluding Your data (collectively, the “Climate Engine Content”) are owned by Climate Engine and its affiliates or are used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Climate
Engine and You, all right, title and interest in and to the Climate Engine Content will at all times remain with Climate Engine and/or its Owners. The word “Climate Engine,” the Climate Engine logo, and other marks, logos and titles are registered and/or are common law trade names, trademarks or service marks of Climate Engine.

The structure, organization, and code of the Services are valuable trade secrets of Climate Engine and its licensors and You shall keep such trade secrets confidential. The software used to deliver the Sites is neither licensed nor sold. 

You acknowledge that at all times, We will remain the owner of all de-identified, raw transactional data and any other de-identified data collected, generated or otherwise derived by Climate Engine in the course of providing the Sites, including usage data (“Historical Data”). To the extent it is commercially reasonable to do so, all retained Historical Data will be de-identified in a manner reasonably likely to prevent re-identification.

7. DISCLAIMER

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SITES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITES, THAT THE FUNCTIONS CONTAINED IN OR SITES PERFORMED BY THE SITES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITES WILL BE
UNINTERRUPTED OR ERROR-FREE, THAT ANY SITES WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SITES WILL BE CORRECTED, OR THAT THE SITES WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLIMATE ENGINE OR A CLIMATE ENGINE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SITES AND THEIR FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

8. LIMIATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL CLIMATE ENGINE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CLIMATE ENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER
PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

9. INDEMNIFICATION

You shall indemnify, defend, and hold harmless Climate Engine and its Affiliates’ directors, officers, employees, contractors and agents (“Indemnified Parties”) from and against any and all claims, suits, proceedings, investigations or actions (collectively, “Claims”) and all resulting losses payable to third parties, settlements, judgments, awards, damages payable to third parties, and any and all legal, accounting and other fees, costs and expenses reasonably incurred in connection with investigating, mitigating or defending any such Claims (collectively, “Losses”), to the extent such Losses are sustained or incurred by any of them and arise out of violation of this Agreement or your access to or use of the Sites. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your data, or Your use of any Sites in breach of this Agreement, infringes or
misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

10. GENERAL PROVISIONS

This Agreement is the entire agreement between You and Us regarding Your use of the Sites and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. 

You may not assign the Agreement or any rights or obligations hereunder without the prior written consent of Climate Engine. Any such assignment without the prior consent of Climate Engine shall be void. 

No delay or omission by Climate Engine to exercise any right or power will impair any such right or power or be construed to be a waiver thereof. A waiver by any party of any of the covenants, conditions, or contracts to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or contract herein contained. No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced.

Your access to the Sites as well as the terms and conditions and the agreement they create are governed and interpreted by the laws of the State of Delaware, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Delaware. The parties hereto hereby consent and agree to the exclusive jurisdiction of the state courts of the State of Nevada sitting in Washoe County, Nevada and the federal courts sitting in Reno, Nevada for any actions, suits or proceedings arising out of or relating to this Agreement and the matters contemplated hereby (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts). If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is
illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction. A printed version of the Climate Engine Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

When you use a Site or send communications to us through a Site, you are communicating with us electronically. You consent to receive electronically any communications related to your use of a Site. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting Content, creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with Our Privacy Statement.

You may not use any Climate Engine logo or trademark, whether or not such mark(s) are registered, without prior written approval from Climate Engine. This includes use on printed materials of any kind as well as electronic mediums such as internet web pages or email. Furthermore, the use of the Climate Engine name (or any derivative thereof) in Your URL, business name, or the names of any add-on products or services You may be offering independent of Climate Engine is strictly prohibited. Additionally, using the Climate Engine name in paid targeted keyword advertising campaigns on search engines is also prohibited. You shall not use Climate Engine’s name, nor any adaptation or variation thereof, in any advertising, promotion or sales literature without Climate Engine’s prior written consent in each instance.

Climate Engine accepts and responds to any requests such as disclosure, correction, addition, or deletion and veto of use or provision of personal information (the “Disclosure Requests”) from the person who provided his/her personal information. You may update or change your personal information directly online, by emailing info@climateengine.com. To discontinue your account and to have information you maintained in the Sites returned to you, please email info@climateengine.com.  Requests to access, change, or delete your information will be handled within 30 days.

If you believe that any material posted to the Sites constitutes an infringement of a copyright, please provide the following information to us at info@climateengine.com.

1. a description of the copyrighted work that you claim has been infringed upon; 
2. a description of the allegedly infringing material and where such material is located on the Site; 
3. Your mailing address, telephone number, and email address; 
4. a statement that You have a good faith belief that the disputed use of the material is not authorized by the copyright holder, its agent, or the law; 
5. a statement made under penalty of perjury, that the information provided in the notice to the Site regarding the claimed copyright infringement is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; 
6. an electronic or physical signature of the copyright owner, or of a person designated to act on behalf of the copyright owner; and
7. the signatory’s full legal name.