Last Updated: August 8, 2023
PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. VERITREE TECHNOLOGY INC. (“VERITREE”/“WE”/“US”/“OUR”) OWNS AND OPERATES HTTPS://VERITREE.COM/ (“WEBSITE”) AND ITS SUBSITES THAT HOST THE VERITREE PLATFORM (THE “PLATFORM”). THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE PLATFORM, INCLUDING USERS WHO UPLOAD ANY MATERIALS TO THE PLATFORM (EG. PLANTING ORGANIZATIONS), USERS WHO USE SERVICES PROVIDED THROUGH THE PLATFORM (EG. CORPORATE PARTNERS), AND USERS WHO SIMPLY VIEW THE CONTENT MADE AVAILABLE THROUGH THE PLATFORM (EG. MEMBERS OF THE PUBLIC). FOR GREATER CERTAINTY, THESE TERMS ARE SUPPLEMENTAL TO ANY OTHER MORE SPECIFIC AGREEMENT YOU MAY HAVE IN PLACE WITH VERITREE (EG. PLANTING SUPPLY AGREEMENTS IF YOU ARE A PLANTING ORGANIZATION) AND THIS AGREEMENT WILL GOVERN IN RESPECT OF YOUR ACCESS TO AND USE OF THE PLATFORM AS STIPULATED HEREIN.
BY ACCESSING, BROWSING AND USING THIS PLATFORM, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS OF SERVICE WHICH CONSTITUTE A BINDING LEGAL AGREEMENT GOVERNED BY AND MADE UNDER CANADIAN LAW BETWEEN YOU AND VERITREE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE WEBSITE, THE PLATFORM, OR ANY OF THE CONTENT OR SERVICES AVAILABLE THROUGH THE PLATFORM (COLLECTIVELY THE “SERVICES”). THE TERM “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTER FOR THE SERVICES. “USER” REFERS TO ANYONE WHO ACCESSES OR USES OUR SERVICES.
IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF OF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS OF SERVICE.
Please note that these Terms of Service are subject to change by veritree in its sole discretion at any time. When changes are made, veritree will make a new copy of the Terms of Service available on the Platform or we will send you an email or Platform notification. We will also update the “Last Updated” date at the top of the Terms of Service. Any non-material change (such as clarifications) to these Terms of Service will become effective on the date the change is posted and any material changes to the Terms of Service will be effective: (i) immediately for new Users of the Services; and (ii) thirty (30) days after posting notice of such changes on the Platform for existing Users, provided that any material changes shall be effective for Users who have an account with us upon the earlier of: a) thirty (30) days after posting notice of such changes on the Platform; or b) thirty (30) days after dispatch of an e-mail or Platform notice of such changes to registered Users. veritree may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). Please regularly check the Platform to view the then-current Terms of Service. Unless otherwise indicated by us, any future release, update, or other addition to functionality of the Services shall be subject to these Terms of Service.
1. ABOUT VERITREE
The Services enable Users (including but not limited to non-governmental organizations, planting organizations and businesses (collectively “Organizational Users”)) to access and use our integrated planting and reforestation verification and tracking tools to manage projects, share and publicize planting and reforestation initiatives and view planting and reforestation initiatives of other Organizational Users. The underlying hardware, software, network storage and related technology required to run the Services is provided by veritree and its third-party vendors and hosting partners.
Users may select from a variety of restorative initiatives through the Services as follows:
- Restorative Events. Users may purchase one-time tree planting or reforestation initiatives offered through the Services to support an event or occasion of their choosing (eg. Earth Day).
- Restorative Commerce. Users may use the Services to establish ongoing partnerships with veritree, including but not limited to embedding tree planting into their business model (eg. a financial institution plants a tree for each transaction on that financial institution’s credit card).
- Restorative Workforce. Users may purchase tree planting or reforestation initiatives, offered through the Services, on behalf of their workforce, via a recurring subscription.
- Restorative Events; Restorative Commerce. To use the Services for Restorative Events or Restorative Commerce, you must fill out an information form via the Website and provide information such as a valid email address, phone number, company name, and any other information requested by us. Once you submit an information form, a member of the veritree team will reach out to finalize your Restorative Event and/or Restorative Commerce order details. Full access to the Services via Restorative Events and/or Restorative Commerce may require you to enter into a separate agreement with veritree, including but not limited to a sales order form, which contains terms detailing pricing, your desired tree planting and reforestation objective (“Objective”) commitments, invoicing, contact information of your designated veritree contact, and other commercial terms (each such agreement, an “Sales Order Form”).
- Restorative Workforce. If you would like to use the Services via Restorative Workforce, you must select your corresponding subscription via the Platform and provide information such as a valid email address, company name, password, desired Impact Hub domain, and any other information requested by us at the time of account registration. You will need to provide a valid credit card to submit your Restorative Workforce order. Upon placing a Restorative Workforce order, the veritree team may reach out and request additional information required to process your Restorative Workforce subscription and set up your company Impact Hub.
- Account Ownership. If you register an account for the Services on behalf of an organization, that organization will be the legal and beneficial account owner. For the purpose of these Terms of Service, the billing contact person will be the default account owner (the “Account Owner”). Notwithstanding anything to the contrary contained herein, the term Account Owner does not convey or connote ownership rights or any other property interest in an account. Except as otherwise set out herein, all rights in and to your account are and shall forever be owned by and inure to the benefit of veritree. In the event of a dispute regarding the Account Owner, we reserve the right to request documentation to determine account ownership, including but not limited to a government issued ID, the last four digits of the credit card on file for a Restorative Workforce subscription, etc. veritree retains the right to determine, in our sole judgment, who the rightful Account Owner is and may transfer an account to the person we consider is the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, veritree reserves the right to temporarily disable an account until a resolution has been reached.
- Customizations. Certain features of the Services may enable the Account Owner to modify layouts, set colours, font and text size, include third party links (eg. links to their company’s CSR report) and alter the look and feel of a subpage on the Platform dedicated to that Account Owner (i.e. the Impact Hub). Account Owner, not veritree, is solely responsible for using such features in compliance with law, including the WCAG guidelines and any applicable laws and regulations relating to accessibility. Account Owners shall indemnify and hold veritree harmless from any losses, liabilities, damages, penalties, fines or other expenses incurred by veritree due to Account Owner’s breach of any applicable laws through using these features.
3. FEES, PAYMENTS, BILLING
- Fees. The fees incurred and/or due for use of the Services ("Fees") and all other applicable amounts, charges, and taxes applicable will depend on the Services module(s) you select:
- Restorative Event; Restorative Commerce. Fees will depend on your Objective commitments and will be set out in the applicable Sales Order Form.
- Restorative Workforce. Fees will depend on the Restorative Workforce subscription you select and the number of employees that you would like to include in your applicable subscription. When you change your Restorative Workforce subscription, the new Fees will be effective on the first day of the subsequent billing cycle.
Fees for all Services are subject to change upon thirty (30) days’ notice from us. Such notice may be provided by email or through a Platform notification and will take effect from the next applicable billing period. Unless otherwise specified on your Sales Order Form, all fees are quoted in US dollars.
- Restorative Event. Upon entering into a Sales Order Form detailing your Objective and the respective Fees, you will be invoiced at the end of the month of your Restorative Event. Unless otherwise indicated in a Sales Order Form, invoiced Fees are due upon receipt of invoice.
- Restorative Commerce. Upon entering into a Sales Order Form detailing your Objective and the respective Fees, you will be invoiced monthly for Fees incurred for your respective Objective. Unless otherwise indicated in a Sales Order Form, invoiced Fees are due upon receipt of invoice.
- Restorative Workforce. Fees for Restorative Workforce require a valid credit card and are billed monthly on the first day of the subscription period. You will be responsible for maintaining accurate payment information and notifying us of any changes to your payment information. We use Stripe, a third-party payment processor, to process Fees for Restorative Workforce subscriptions. There will be no refunds or credits for any Restorative Workforce subscription Fees.
- Taxes. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be solely responsible for payment of all such taxes, levies, or duties.
- Late Payments, Suspension of Service. Any invoiced Fees not paid within the due date (or other invoice due date, as may be indicated in an applicable Sales Order Form) shall be subject to interest at the lesser of: (a) one point five percent (1.5%) per month; or (b) the maximum allowed by applicable law, which interest shall be immediately due and payable. If any of User's invoices are thirty (30) days or more overdue, in addition to any of its other rights or remedies, veritree reserves the right to suspend the Services provided to User (without any liability to User) until such amounts are paid in full.
4. USER CONTENT, INTELLECTUAL PROPERTY RIGHTS.
- User Content Generally. Users may post or submit content on the Platform in text, video, photograph, audio or other form of media (“User Content”). User Content may include institutional data, such as an Organizational User’s records, photo galleries, newsfeeds, reports, and other data feeds available on a User’s Impact Hub which are generated by Users or provided by them through the Services. You are solely responsible for your User Content and the consequences of posting, publishing or distributing such User Content on or through the veritree Platform. veritree does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity, or quality of User Content. Under no circumstances will veritree be liable in any way for any User Content or a User’s reliance thereon, including, but not limited to, for any errors, omissions, defects, or inaccuracies in any User Content. User Content may be publicly visible based on the settings of the applicable veritree account. Although veritree does not monitor all User Content, we reserve the right to edit, modify or remove any User Content or refuse to host or distribute any User Content which we reasonably consider to be in breach of applicable laws or our policies. Downgrading your Services module may cause the loss of User Content, and veritree does not accept any liability for such loss.
- User Content License. By submitting, posting or displaying User Content, you grant us (and our agents) a non-exclusive, royalty-free perpetual, irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content: (i) to the extent necessary to provide the Services and meet our obligations to you; (ii) to create aggregated market research statistics and insights; (iii) for marketing and promotion of the Services and other veritree products and services; and (iv) to improve the Services. Please note that Users’ corporate logo and copyright information may be removed from media that comprises User Content for the purposes contemplated herein, in which case we will provide a separate equivalent attribution for any such User Content.
- User Content Responsibilities. You affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to post or submit User Content, and to grant veritree the rights to User Content as contemplated herein; and (ii) you obtained the consent, release, and/or permission of each and every identifiable individual person or entity in your User Content to use the name or likeness of each and every such identifiable individual person or entity in the manner contemplated herein. You are solely responsible for obtaining all necessary licenses, permissions, and consents to ensure User Content can be shared with veritree as contemplated herein, and you shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content.
- Usage Data. We may collect and process certain statistical and technical information that is generated when you use Services (“Usage Data”). You hereby grant veritree a non-exclusive, royalty-free, worldwide license to copy, translate, adapt, distribute or otherwise use or exploit the Usage Data: (i) to create aggregate statistics; (ii) analyze market trends; (iii) improve the Services or other veritree products and services; (iv) and for benchmarking purposes.
- End User License. Except for User Content, the Services and the information and materials that they contain are the property of veritree and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms of Service, including payment of all Fees, veritree grants you a non-transferable, non-exclusive, license to use the Services for your personal use or in the case of Organization Users, business use. The Services are licensed to you and not sold. Nothing in the Terms of Service gives you a right to use the veritree names, trademarks, logos, domain names, distinctive brand features, or other intellectual property rights without our prior written consent.
5. RESTRICTIONS ON AND USE OF THE SERVICES
- Our Rights. veritree reserves the right, at all times and at its sole discretion (but will have no obligation), to terminate or reclaim User accounts. We also reserve the right to access, read, preserve, and disclose any information, including User Content, available to us via the Services or otherwise that we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to User support requests; or (v) protect the rights, property or safety of our Users and the public.
- User Restrictions. In using the Services, you shall not:
- copy any content (including User Content) unless expressly permitted to do so herein;
- upload, post, email, transmit or otherwise make available any material (User Content or otherwise) that:
- is unlawful, harmful, threatening, libelous, invasive of another's privacy, hateful, racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, or is otherwise objectionable;
- is copyrighted, protected by trade secret or otherwise subject to any third-party rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post, distribute, or give veritree rights in such material (as applicable)
- contains falsehoods or misrepresentations that could damage veritree, its affiliates, or any third party;
- you do not have a right to make available under any law or contractual relationship;
- contains software viruses or any other computer code, files or programs designed to compromises a User’s privacy or to interrupt, destroy or limit the functionality of any data, telecommunications equipment, computer software or hardware;
- contains any falsehoods or misrepresentations that could damage veritree, its affiliates, or any third party or create an impression that you know is incorrect, misleading, or deceptive; or
- could damage or harm minors in any way;
- modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services;
- advertise or offer to sell or buy any goods or services for any business purpose that is not authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities
- impersonate any person or entity or misrepresent affiliation with a person or entity;
- build a competitive product or service;
- collect or store personally identifiable information about other Users;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Services or impersonate another person or organization;
- license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; or
- interfere with or disrupt the Services or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Services or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures
- Acceptable Use. You agree to comply with all applicable laws in connection with the use of the Services, including but not limited to the provision of any personally identifiable information and User Content to veritree or Third-Party Content through the Services. You also agree not to access or use the Services in a manner that utilizes the resources of the Platform more heavily than would be the case for an individual person using a conventional web browser. If your bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage (as determined solely by veritree) of other Users, we reserve the right to immediately disable your account and/or throttle your usage until you can reduce your bandwidth consumption.
- Competitors. No employee, independent contractor, agent, or affiliate of any business or organization providing integrated planting and reforestation verification and tracking tools to is permitted to view, access, or use any portion of the Services without express written permission from veritree. By viewing, using, or accessing the Services, you represent and warrant that you are not a competitor of veritree or any of its affiliates, or acting on behalf of a competitor of veritree in using or accessing the Services.
If you provide veritree with any suggestions, comments or other feedback relating to any aspect of the Services (“Feedback”), veritree may use and incorporate such Feedback in the Services and/or in any other veritree products or services (collectively, “veritree Offerings”). Accordingly, you agree that: (a) veritree is not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not Confidential Information or proprietary information of any third party and you have all of the necessary rights to disclose the Feedback to veritree as contemplated herein; (c) veritree (including all of its successors and assigns and any successors and assigns of any of the veritree Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any veritree Offerings; and (d) you are not entitled to receive any compensation or re-imbursement of any kind in respect of the Feedback or its incorporation into the veritree Offerings.
7. LINKS & THIRD-PARTY PLATFORMS
The Services and content available thereon (including User Content) may contain links to other websites, content or services that are not owned or controlled by veritree (collectively, “Third-Party Services”). For example, Organizational Users may provide links to their own website from the Organizational Users’ respective subpages within the Platform. veritree is not responsible for the content of any Third-Party Services. Any Third-Party Services accessed from or through the Services are subject to the terms and conditions of the respective Third-Party Service and you are solely responsible for determining those terms and conditions and complying with them. The presence on the Services of a link to any Third-Party Service does not imply that veritree endorses or accepts any responsibility for the content or use of such Third-Party Service, and you hereby release veritree from all liability and/damages that may arise from your use or reliance on Third-Party Services. In no event shall any reference to any Third-Party Service be construed as an approval or endorsement by veritree of that Third-Party Service. veritree is also not responsible for the content available on Third-Party Services or for the delivery of any product or service offered by Third-Party Services. veritree reserves the right to prohibit or remove (or require you to remove) any link to Third-Party Services, including, without limitation, any link which contains or makes available any Third-Party Service or similar information of the foregoing nature, at any time and at veritree’s sole discretion.
veritree may from time to time and at its sole discretion offer promotions, sweepstakes, giveaways and contests. Participation in such initiatives will require your agreement to the contest rules that govern the specific promotional event.
THE SERVICES AND ALL MATERIALS PROVIDED THEREON ARE PROVIDED “AS IS” AND VERITREE DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. IN ADDITION, VERITREE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIALS (INCLUDING USER CONTENT AND THIRD-PARTY SERVICES) ACCESSED, USED, RELIED ON OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, LOSS OF BUSINESS, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING, USING, RELYING ON OR OTHERWISE OBTAINING ANY SUCH INFORMATION OR MATERIALS. VERITREE DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES AND VERITREE SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY THIRD PARTY IN CONNECTION WITH SUCH THIRD-PARTY SERVICE.
10. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES SHALL VERITREE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN OR ON THE SERVICES, OR (IV) ANY ERRORS OR OMISSIONS IN ANY MATERIALS ON OR IN THE SERVICES AND ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES. THESE LIMITATIONS SHALL APPLY EVEN IF VERITREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VERITREE’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) AMOUNTS YOU’VE PAID VERITREE IN THE PRIOR TWELVE (12) MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- Indemnification by User. You shall indemnify and hold veritree and its subsidiaries, affiliates, officers, agents, and employees harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees), incurred in connection with any materials (including user content) submitted, posted, transmitted or made available by you through the service and/or any violation by you of these terms of service, the rights of veritree or any third party, or any applicable law or regulation.
- Indemnification Conditions. veritree will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with section 11(a). veritree reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under section 11, and you agree to cooperate with any reasonable requests assisting veritree’s defense of such matter. This Section 11(b) does not require you to indemnify veritree for any unconscionable commercial practice by veritree or for veritree’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder.
- Termination by User.
- Restorative Workforce. Your Restorative Workforce subscription will continue indefinitely until terminated in accordance with these Terms of Service. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at veritree’s then-current Fees for such subscription. You agree that your account will be subject to automatic renewals unless you cancel your Restorative Workforce subscription at least thirty (30) days prior to the Renewal Commencement Date (or, if you receive a notice from veritree that your subscription will be automatically renewed, thirty (30) days from the date of the veritree notice) through your Platform account or by notifying veritree of the intended termination by email or phone. You can cancel your Restorative Workforce subscription via your Platform account or by notifying us of your intended termination by email or phone. If you cancel your Restorative Workforce subscription before the end of your current paid up subscription period, your subscription will remain in effect until the end of the paid-up subscription period, after which the subscription cancellation will take effect.
- Restorative Events Subject to any specific terms and conditions on your Sales Order Form, You may cancel your Objective commitment by reaching out to your designated veritree contact, as set out on your Sales Order Form. Early termination of Restorative Event Services may be subject to any terms and conditions set out on your Sales Order Form.
- Restorative Commerce. Subject to any terms and conditions set out on your Sales Order Form. You may cancel your Objective commitment by providing at least six (6) months prior written notice to us and should notify your designated veritree contact, as set out on your Sales Order form, as soon as possible.
- Termination by veritree. veritree may, under certain circumstances and without prior notice, immediately terminate your ability to access the Services or portions thereof. Cause for such termination shall include, but not be limited to: (i) breaches or violations of these Terms of Service, Sales Order Form, or any other agreement that you may have with veritree (including, without limitation, non-payment of Fees); (ii) requests by law enforcement or other government agencies; (iii) a request by the Account Owner; (iv) discontinuance or material modification to the Services (or any part thereof); (v) unexpected technical, security or legal issues or problems; (vi) participation by you, directly or indirectly, in fraudulent or illegal activities; or (vii) verbal, physical, written or other abuse (including threats of abuse or retribution) of any veritree User, employee, member, affiliate, or officer. You acknowledge and agree that all terminations may be made by veritree in its sole discretion and that veritree shall not be liable to you or any third-party for any termination of your access to the Services or for the removal of any of your User Content or other materials uploaded to the Services. Any termination of these Terms of Service by veritree shall be in addition to any and all other rights and remedies that veritree may have.
- Provisions Surviving Termination. Sections 3, 4(b), 4(c), 5-11, 12(d), and 14-18 will survive the termination or expiry of these Terms of Service or your account for any reason.
13. AVAILABILITY AND UPDATES.
veritree may alter, suspend, or discontinue use or access to the Services or any parts thereof at any time, at its sole discretion, and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. veritree may periodically add or update the information and materials on the Services without notice. You may need to update third-party software from time to time in order to use the Services.
veritree uses appropriate administrative, technical, organizational, and physical security measures designed to protect against unauthorized access, disclosure and loss. However, information sent or received over the Internet is generally unsecure and veritree cannot and does not make any representation or warranty concerning security of any information (including User Content and personally identifiable information) submitted by you to the Services. You understand that the technical processing and transmission of information in connection with the Services, including your User Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You are responsible for safeguarding the password that you use to access the Services and you are responsible for any activities or actions under your Platform account. If you think the security of your Platform account has been compromised, please contact us immediately. If you create an account on behalf of a corporation or entity, you are responsible for any actions of administrative Users that access your Platform account and you are liable for any Fees that they incur. veritree will not be liable for any loss or damage arising from your failure to comply with these requirements.
- Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Services and/or these Terms of Service, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing and other terms reflected in Sales Order Forms, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Service, except with the Disclosing Party's prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in these Terms of Service, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
16. JURISDICTION; DISPUTE RESOLUTION.
- Jurisdiction. Any dispute or claim relating in any way to your use of the Services will be governed and interpreted by and under the laws of British Columbia, Canada without giving effect to any principles that provide for the application of the law of any other jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any dispute or claim arising out of or in connection with these Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- Dispute Resolution. If any dispute occurs between the parties relating to the application, interpretation, implementation or validity of this Agreement, the Parties agree to seek to resolve the dispute or controversy through mediation with ADR Chambers before pursuing any other proceedings. Nothing herein shall preclude any Party from seeking injunctive relief in the event that the Party perceives that without such injunctive relief, serious harm may be done to the party. Any Party to the dispute may serve notice on the others of its desire to resolve a particular dispute by mediation. The mediator shall be appointed by agreement between the Parties or, if the Parties cannot agree within five days after receipt of the notice of intention to mediate, the mediator will be appointed by ADR Chambers. The mediation will be held at (city). The Parties agree to attempt to resolve their dispute at mediation. The costs of the mediator shall be shared equally by the Parties. If the dispute has not been resolved within thirty days of the notice of desire to mediate, any Party may terminate the mediation and proceed to arbitration as set out below. Subject to the mediation provisions set out above, if any dispute or controversy occurs between the Parties relating to the interpretation or implementation of any of the provisions of this Agreement, the dispute will be resolved by arbitration at ADR Chambers pursuant to the general ADR Chambers Rules for Arbitration. Any Party may serve notice of its desire to refer a dispute to arbitration. (The arbitration shall be conducted by a single arbitrator.) The arbitration shall be held in (city). The arbitration shall proceed in accordance with the provisions of the Arbitration Act (province). The decision arrived at by the arbitrator(s) shall be final and binding and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator shall be divided equally between the parties. All information pertaining to any mediation/arbitration under this Section 16 shall constitute Confidential Information.
- Time Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
17. USER DISPUTES.
Users are solely responsible for your interactions with any other Users in connection with the Services, and veritree will have no liability or responsibility with respect thereto. veritree reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Services.
18. GENERAL TERMS.
Veritree Technology Inc.
230-1275 Venables Street Vancouver, BC V6A 2E4