End User License Agreement

IMPORTANT: READ CAREFULLY. This End User License Agreement (“EULA”) constitutes a legal agreement between you, the end user, and us, the Cool Farm Alliance Community Interest Company, for the use of the proprietary online emissions management system referred to as the Cool Farm Tool (the “Service”), including the transmission of your materials to and from the Service. In addition, if you are acting on behalf of a company, organization, institution or other type of entity, all terms that apply to you also apply to such entity, and you represent that you have the authority to enter into this EULA on behalf of such entity. If (i) you have registered to use the Service for your personal use, or if you are acting on behalf of an educational or nonprofit institution, government agency or other similar entity, and (ii) neither you or any entity on whose behalf you are acting receive any payments or other monetary compensation from any third parties in relation to your use of the Service then you are a “Non-Commercial Licensee.” If you are accessing the Service for any other reason, including, without limitation, on behalf of an entity for commercial purposes or commercial advantage, or if you or any entity on whose behalf you are acting receives any payments or other monetary compensation from any third parties in relation to your use of the Service, then you are a “Commercial Licensee” and the entity on whose behalf you are accessing the Service must first pay to use the Service, pursuant to a purchase order (the “Order”). See Join the Alliance for membership fee structure. By clicking on the “Accept” button or otherwise using the Service, you agree to be bound by the terms of this EULA as set out below and by our Privacy Policy, and Acceptable Use Policy. If you do not agree to the terms of this EULA and to the Privacy Policy and Acceptable Use Policy, you may not use the Service.

Please note that the results presented in the Service represent an estimate of the greenhouse gas emissions of your product or activities, covering major greenhouse gas emissions sources for which data were provided. Emissions have been quantified based on the data provided. No guarantee can be made as to the accuracy and completeness of the calculations and no verification of the source data has been undertaken. The results obtained using the Service should not, explicitly or implicitly, be represented as such or as an endorsement by the Cool Farm Alliance of your activities.

1. License

(a) If you are a Non-Commercial Licensee, subject to this EULA, the Privacy Policy and the Acceptable Use Policy, we grant you a limited, revocable, non-exclusive, non-transferable license during the Term (as defined below) of this EULA to (i) use the Service as provided in this EULA the Privacy Policy and the Acceptable Use Policy; and (ii) use the documentation and supporting materials we provide in connection with the Service (the “Documentation”) solely as necessary to allow you, to use and configure the Service for your personal use or educational, nonprofit, or other similar non-commercial use. The Documentation may not be copied, modified or used in any way not expressly authorized by this EULA and the Acceptable Use Policy. Ownership, rights and intellectual property in the Service shall remain with us or our licensors. No rights to the Service are granted except as specifically provided herein.

(b) If you are a Commercial Licensee, contingent on our timely receipt of all required payments with respect to the Service and subject to this EULA, the Privacy Policy and the Acceptable Use Policy, we grant you a limited, revocable, non-exclusive, non-transferable license during the Term of this EULA to (i) use the Service as provided in this EULA, the Privacy Policy and the Acceptable Use Policy; and (ii) use the Documentation solely as necessary to allow you to use and configure the Service for your internal business purposes. The Documentation may not be copied, modified or used in any way not expressly authorized by this EULA and the Acceptable Use Policy. Ownership, rights and intellectual property in the Service shall remain with us or our licensors. No rights to the Service are granted except as specifically provided herein.

2. Use of the Service

(a) You are responsible for the content, backup and maintenance of any data, documents, or other information or materials uploaded by you (or persons accessing the Service through your facilities or logon information allocated to you) (“Your Data and Materials”) for use with the Service.

(b) We do not vet or approve Your Data and Materials available through the Service and neither we nor our licensors or service providers accept any liability for Your Data and Materials. We will handle Your Data and Materials, and any other information you provide to us, in accordance with the terms of the Privacy Policy.

(c) You grant to us and our licensors and service providers an irrevocable, perpetual, royalty-free license to reproduce, publish, copy or transmit Your Data and Materials (including the right to aggregate your Data and Materials with other data and distribution thereof to third parties, solely in a de-identified form) for purposes of supplying the Service, improving the Service and similar services, ensuring compliance with the terms applicable to the Service, and verifying the charges and payments applicable to the Service, in accordance with the terms of the Privacy Policy.

(d) You grant us and our licensors and service providers the irrevocable, perpetual right to compile statistics about your use of the Service, and to otherwise evaluate and improve the Service based on your usage and Your Data and Materials, and to make such statistics available to third parties only in a de-identified form, in accordance with the terms of the Privacy Policy.

(e) You authorize us to amend or delete any of Your Data and Materials where we become aware (through receipt of a third party notice or otherwise) that Your Data and Materials are, or are alleged to be, in breach of copyright, illegal or are not appropriate in our opinion to be accessed by or through the Service.

(f) We make no warranty or guarantee that the Service will be compatible with your existing hardware software or environment.

(g) To the fullest extent permitted by law, you access and use Your Data and Materials and the Service at your own risk. You accept responsibility for all of Your Data and Materials and indemnify us, our licensors and service providers against any liability, costs, losses, claims, or damages (including legal fees and disbursements) incurred or suffered by us in relation to:

(i) Your Data and Materials, including but not limited to claims for: infringement of intellectual property rights or other proprietary rights; violation of laws, regulations, or codes; injury or death; breach of privacy or confidence; and

(ii) Breach of this EULA, including (without limitation) Sections 3 (License Restrictions), 4 (Licensee’s Obligations), 5 (Confidential Information) and 13 (Term of EULA), and enforcing our rights under the EULA.

(h) You retain all right, title and ownership in and to Your Data and Materials, subject to the licenses granted herein.

3. License Restrictions

You may not: (a) copy, reproduce, translate, adapt, modify, reverse engineer, decompile or modify the Service; (b) resell, rent, lease, assign or otherwise transfer rights to the Service; or (c) translate all or any portion of the Service onto or into other computer software.

4. Licensee’s Obligations

You shall: (a) use the Service for lawful purposes only; (b) not use the Service in a way which interferes with or disrupts the hosting facilities or any other user’s use of the Service; (c) comply with the operational rules (if any), the Acceptable Use Policy and the technical requirements that we make available to you from time to time; (d) take such actions as are required to ensure that your access and use of the Service complies with any laws, statutes, regulations, decrees or orders applicable to your use of the Service (including but not limited to laws regarding privacy, export and import); (e) not take any steps to defeat any host system controls over the download of parts of the Service or software that can be downloaded.

You acknowledge and agree that the Service may not be exported or otherwise used in Cuba, Iran, Libya, North Korea, Syria or any other country to which the United States has embargoed goods, or to a national or resident thereof, or to anyone on the United States Treasury Department's List of Specially Designated Nations, or the United States Commerce Department's Table of Denial Orders. You further represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

5. Confidential Information

You agree to keep confidential and not to use for any purpose other than as necessary to allow you to use the Service as permitted herein, all information relating to the installation, performance, operation, structure, methods, programming and documentation of the Service, unless you have obtained our prior written approval to your proposed use or disclosure.

6. Software Version

We reserve the right to modify or update the Service as we deem necessary. The Service may be modified to better meet the needs of our users and customers. We may from time to time offer additional functionality, modules or products, which may, in our discretion, be incorporated into the Service, or be offered as optional, separately priced services or modules.

7. Suspension

We may suspend, disconnect or discontinue the Service in whole or in part at any time without notice and without compensation if in our reasonable opinion: (a) it is necessary to safeguard the provision of the Service or the integrity of the hosting facilities; (b) the Service or the hosting facilities fails or requires modification or maintenance; (c) there is or has been unauthorized, unlawful or fraudulent use of the Service or your use of the Service is causing or may potentially cause damage or interference to the hosting facilities; (d) it is necessary to comply with a direction, order or request of any government authority or other competent authority; or (e) you do not comply with any of the terms of an agreement with us.

8. Passwords

You are fully responsible for the safekeeping of your user identification codes and passwords and for all use of or access to the Service by anyone using your user identification and passwords. You are solely responsible for any disclosure of the user identification codes or passwords provided to you. We may, by notice in writing, require you to immediately change any of your user identification codes or passwords. You agree to contact us immediately if you suspect any unauthorized use or disclosure of your user identification codes or passwords. We may immediately terminate or suspend user passwords if we (in our discretion) consider this to be necessary or appropriate, including where (without limitation) the relevant project (or your involvement in it) ends, or for the reasons described in Section 7.

9. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" BY US AND WITHOUT WARRANTY OF ANY KIND. WE, AND EACH OF OUR LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES IN RELATION TO THE SERVICE, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER WE NOR ANY LICENSOR OR SERVICE PROVIDER WARRANTS THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET YOUR NEEDS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER WE, NOR ANY LICENSOR OR SERVICE PROVIDER, MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO DATA OR MATERIALS ASSOCIATED WITH THE SERVICE, OR FOR THE ACCURACY, CURRENCY OR COMPREHENSIVENESS OF THE SAME. NO OTHER ORAL OR WRITTEN INFORMATION PROVIDED BY US, OR BY ANY THIRD PARTY SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF ANY WARRANTY.

10. Limitation of Liability

To the maximum extent permitted by applicable law, neither we nor any licensor or service provider shall be liable for any indirect, consequential, punitive, or other non-direct damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the Service even if we have been advised of the possibility of such damages. In no event will our liability for direct damages arising out of the use of or inability to use the Service exceed the fees paid by you to us in one (1) month, if any, even if we have been advised of the possibility of such damages.

11. Copyright and Trademark

You acknowledge that the Service and the Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property rights and treaties. You will not, during or any time after the termination of this EULA or discontinuance of the Service, commit or permit any act which infringes those intellectual property rights. You acknowledge that certain marks identified as registered or unregistered trademarks or service marks are the exclusive property of Ag Innovations Network or its licensors or service providers, and that no right to use such marks is granted pursuant to this EULA. You will not remove, deface or combine with any other mark or symbol, any marks contained in the service or provided by us.

12. DMCA

In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website, we will respond expeditiously to claims of copyright infringement committed using our Service and/or our website (the “Site”) that are reported to our Designated Copyright Agent, identified in the sample notice below (the “Notice”):

1. Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.

2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.

3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.

4. Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

5. Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Designated Copyright Agent:

Cool Farm Alliance
Attn: Copyright Agent
3 Linden Road,
Hartland, VT 05048 USA
By Email: info@coolfarmtool.org

13. Term of EULA

This EULA commences when you receive your login credentials for the Service and shall continue until the expiration of the Order, if applicable, or otherwise as terminated in accordance herewith (“Term”). This EULA shall terminate automatically and immediately if you fail to comply with any of the terms and conditions set forth herein. If you are a Non-Commercial Licensee, you have the right to terminate this EULA at any time and for any reason. If you are a Commercial Licensee, you have the right to terminate this EULA if we breach any material provision of this EULA, and such breach is not cured within thirty (30) days after the date you provide us with written notice specifying in reasonable detail the nature of such breach.

14. General Terms

(a) This EULA, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

(b) This EULA, together with the Privacy Policy and the Acceptable Use Policy and any amendments and any additional agreements, including Orders, you may enter into with us in connection with the Service, shall constitute the entire agreement between you and us concerning the Service. If any provision of this EULA is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of the agreement will remain in full force and effect.

(c) No waiver of any term of this EULA shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this EULA shall not constitute a waiver of such right or provision.

(d) This EULA shall be governed by the laws of the State of Vermont, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in Montpelier, Vermont or the United States District Court for the District of Vermont for all disputes with respect to this EULA.

(e) The Service is controlled and operated from the United States, and we make no representations that it is appropriate or available for use in other locations.

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