PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED,” EACH USER AGREES TO THESE TERMS OF SERVICE.

These Terms of Service and the Schedules attached hereto constitute an agreement between (collectively, the “Agreement”) between The Climate Registry, a Washington D.C. not for profit entity type (“Provider”) and each User of Provider’s Climate Registry Information System or CRIS service (“Service”).

1. Definitions
   1. “Access” means to connect to the Service either directly or indirectly through any network including the internet.
   2. “Authorized Representative” shall mean any person who acts on behalf of User, and may bind or make agreements on behalf of User. Any person who accesses the Service, is listed as a contact person in connection with the User’s account, or accepts these Terms and Conditions shall be deemed an authorized representative of User.
   3. “Content” means any data, information or material submitted by Member for use of Service or for processing through Service.
   4. “Documentation” means all documentation, technical manuals, functional manuals, operator and user guides and manuals, flow diagrams, file descriptions and other written information describing the functions, operational characteristics and specifications of the Service or other technology, or explaining how to install, use, maintain or support the Service or other technology.
   5. “Effective Date” means the date of commencement of the Service as listed in Member’s account.
   6. “Materials” means written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs, whether provided by Provider, another member of the Service, or any other third party.
   7. “Privacy Policy” refers to Provider’s privacy policy, posted at www.theclimateregistry.org, as such policy may change from time to time.
   8. “Provider” refers to The Climate Registry.
   9. “Server Environment” is defined as any server system, licensed from Provider or any other entity, that consists of one or more server software processes, operating independently or otherwise, including but not limited to ASP.NET, Java servers, Citrix servers, report servers, web servers, database servers, terminal servers, mail servers, application servers or transaction servers, facilitated by an internet, intranet, extranet, client/server network, wide-area network, or any other multi-user network.
   10. “Sign-up” means the process of selection of a suitable subscription plan by Member, if applicable, and subscribing to the Service/first use of the Service.
   11. “Software as a Service' (SAAS)” means and refers to the use of Service and related Services offered to Member by Provider to use the Service while it is installed on a Server Environment which is hosted by or on behalf of Provider.
   12. “Term” means the period of time (starting from the Effective Date) in which Member pays to Provider the User Fees to use the Software as a Service.
   13. “Use” means to load, execute, employ, utilize, store, or display the Service.
   14. “User” means any member or other person, entity or organization that obtains or may obtain the right use of Service in accordance with this Agreement.
   15. “User Fees” means the user fee(s) payable by User pursuant to Section 7 of this Agreement.
2. The Climate Registry Services
   1. Service. means to connect to the Service either directly or indirectly through any network including the internet.
   2. Right of Use. The User is hereby granted the non-exclusive and non-transferrable right to access this Service via a browser and an internet connection and use it for User's own business purposes and for User's commercial or freelance business activities only. The User is responsible for the required internet or other telecommunication connection between the User and the data center and also for the required hardware and software (e.g., PC, network connection, browser). Granting the use or provisioning the Service to any third parties by User is prohibited, except as necessary to provide access to third party verifiers approved by Provider. Provider does not render its Services to consumers, but to business users only for their commercial or freelance activities.
   3. Availability. The Service is provided “as-is” and “as available.” Unless otherwise specified, the Service is available for use on a 24/7 basis excluding temporary maintenance, updating or repair breaks. This does not include unavailability or failures of the Service due to force majeure (e.g. strikes, upheavals, natural disasters, epidemics). Provider does not assume any liability due to such breaks.
   4. Set-Up. User must perform the initial set-up of the Service himself/itself (e.g. individual settings or data imports). Provider is not obliged to modify the Service or to do reprogramming work based on the User’s requests. Due to the nature of the Service, customization and change management services are not provided.
   5. Support. Provider provides free support to remedy technical problems that are related to the usage of the Service. Provider support services are available on business days, Monday to Friday between 9 a.m. and 5 p.m. Pacific Standard Time. Public holidays in the United States are excluded. Requests that are received outside of these support times are deemed received by Provider on the next business day.
   6. Changes to the Service. Provider has the right to change the Service (including respective system requirements) to adjust it to technical or economic market changes or for justified cause. Such justified cause includes, but is not limited to, cases where modifications are required due to a) a necessary adjustment to new legal requirements, b) changes of the technical conditions, c) the necessity to protect and secure the system, d) changes by a third party licensor or hardware or software manufacturer to its products or license terms, or e) service advancements.

      Provider has the right to change the technical architecture and functionality. Provider has the right to discontinue the Service or feature thereof for a justified reason and if the overall performance of the Service is not materially affected. Provider may change or terminate the Service or component thereof by notifying the User reasonably in advance.

      In case a change in the Service requires that a User’s data be transferred to a new software or hardware environment, Provider shall inform User of the change one (1) month in advance. Otherwise, Provider shall notify User of changes whenever reasonably possible and only if the change affects the Service. Provider is not liable for any alterations to User’s facilities (including hardware, equipment or software) or costs associated thereto, as a result of these changes.

3. Additional Services. Provider may on its own or through its affiliates or any third party provide additional support and consulting services as required as per the terms and costs mutually agreed upon between the Provider and User from time to time.
4. Acceptance. The Service shall be deemed to have been accepted by an Authorized Representative when User is able to successfully access the Service after The Climate Registry activates membership or access to the Service.
5. Data and Data Protection.
   1. Backup Copies. The User is responsible to take backup copies of its data, files and documents saved by using the Service and for verifying their functionality.
   2. Access, Use and Legal Mandates. Unless it receives User’s prior written consent, Provider: (i) will not access or use User Data other than as necessary to facilitate the Service; and (ii) will not give any third party access to User Data. Consent to publish or disseminate the final reports, the User data contained in the reports, or portions thereof, shall be deemed as permitted by User by use of the Service to compile or prepare reports. Notwithstanding the foregoing, Provider may disclose User Data as required by applicable law or by proper legal or governmental authority. Provider will give User prompt notice of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense.
   3. User’s Rights. User possesses and retains all right, title, and interest in and to User Data, and Provider’s use and possession thereof is solely as User’s agent.
   4. Retention & Deletion. Provider will retain all Member Data while Member is a member in good standing of The Climate Registry. Provider may destroy or otherwise dispose of any User Data in its possession upon User’s termination of this Agreement or its membership in The Climate Registry or Provider’s termination of this Agreement.
6. Restrictions. The Service contains copyrighted material, trade secrets and other proprietary material. User may not
   1. sell, lease, license, sublicense, distribute or otherwise transfer in whole or in part the Service;
   2. interfere with or disrupt the integrity or performance of the Service;
   3. attempt to gain unauthorized access to the Service or its related systems or networks;
   4. merge the Service with any other software or documentation;
   5. reverse engineer, decompile, disassemble, or otherwise attempt to discover the Service or service API’s or related software;
   6. develop, change or modify the Service or related software or copy the Service or related software;
   7. remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the IP Rights and/or Provider’s rights and ownership thereof;
   8. use, or authorize or permit the use of, the Service except as expressly permitted herein; or
   9. use this Service to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous, or defamatory, nor to perform any activity which breaches the rights of any third party.
7. Fees and Payment. Members who have paid their annual dues as Members of or Participants in The Climate Registry for the proposed reporting period are entitled to use the Service. Non-members may be subject to User Fees as determined by Provider from time to time. Provider is entitled to revise the amount of the User Fees for respective Term. Such revision in the User Fees shall from time to time be updated and published on the Provider’s official website (the “Site”). At the time of renewal of the agreement by User, such revisions will be reflected on the Site; however, in case of automatic renewal it is User’s sole responsibility to visit the Site or contact Provider to check the revisions made to the User Fess payable to Provider.
8. Service Ownership
   1. Materials. Recipient recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) User does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for User’s use of the Service.
   2. Intellectual Property in General. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant User any intellectual property rights in or to the Service or any of its components.
9. Warranty
   1. User’s Identity. Recipient warrants: (i) that it has accurately identified itself through its account and will maintain the accuracy of such identification; (ii) that it is a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older; and (iii) an Authorized Representative has consented to be bound by this Agreement.
   2. Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
   3. Limited Express Warranties and Disclaimers.
      1. Provider warrants that it will provide the Services in a professional and workmanlike manner, in accordance with the applicable industry standards.
      2. The User must notify Provider in writing, within fourteen (14) days of Sign-up of its claim of any defect in the Service. If the Service is found defective by Provider, Provider's sole obligation under this warranty is to remedy such defect in a manner consistent with Provider's regular business practices.
      3. PROVIDER DOES NOT WARRANT THAT: (A) THE OPERATION OF THE SERVICE OR HARDWARE OR NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE OR COMPLETELY SECURE; (B) THE SERVICE WILL BE FREE OF VIRUS, TROJANS OR OTHER SUCH HARMFUL OR MALICIOUS CONTENT; (C) THE SERVICE IS INCAPABLE OF BEING HIJACKED; (D) THE SERVICE WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS; OR (E) ANY RESULTS, OUTPUT, OR DATA PROVIDED THROUGH OR GENERATED BY THE SERVICE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE. User acknowledges that there are risks inherent in Internet connectivity that could result in the loss of privacy and property or disclosure of Confidential Information.
      4. The Services are provided on an “As-Is” and “As Available” basis. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, RELATING TO THIS AGREEMENT AND THE SOFTWARE AND ANY SERVICES PROVIDED TO LICENSEE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
10. Limitation of Liability
    1. Provider shall not be responsible for any activity occurring in connection with User’s use of the Service, and User shall abide by all applicable local, state, national and foreign laws, treaties and regulations, including those related to data privacy, international communications and the transmission of technical or personal data. User shall notify Provider immediately of any other known or suspected breach of security.
    2. USER AGREES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS CAUSED DUE TO INHERENT NATURE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR TRANSFER OF SERVER ENVIRONMENT OR OTHER SOFTWARE OR NETWORK OR HARDWARE OR INFRASTRUCTURE ISSUES AND PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
    3. PROVIDER DOES NOT OWN ANY CONTENT THAT YOU SUBMIT TO THE SERVICE. USER, NOT PROVIDER, SHALL HAVE SOLE LIABILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS, AND INTELLECTUAL PROPERTY OWNERSHIP OR RIGHT TO USE OF ANY DATA, INFORMATION OR MATERIAL, AND PROVIDER SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CONTENT AND/OR USE OF CONTENT BY USER.
    4. IN NO EVENT WILL PROVIDER, ITS EMPLOYEES, CONTRACTORS, AGENTS OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR LOSS OF USE, DATA OR PROFITS, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND REGARDLESS OF WHETHER PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, INCLUDING WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SERVICE, OR ANY RESULTS OBTAINED FROM OR THROUGH THE SERVICE. PROVIDER WILL NOT BE LIABLE FOR ANY HARDWARE OR PLATFORM OR NETWORK-RELATED OR SERVER ENVIRONMENT PROBLEMS ATTRIBUTABLE TO THE SERVICE OR CHANGES TO HARDWARE OR PLATFORM OR NETWORK CONFIGURATION OR SERVER ENVIRONMENT THAT MAY AFFECT THE PERFORMANCE OF THE SERVICE AND FOR THE DELAY IN DELIVERY, INSTALLATION OR FURNISHING OF LICENSED MATERIAL OR SERVICES UNDER THIS AGREEMENT.
    5. If applicable law limits the application of this Section 10, Provider’s liability shall be limited to the maximum extent permissible.
11. Term, Suspension & Termination.
    1. Term. This Agreement will continue in effect during the Member’s fully paid membership in The Climate Registry (“Initial Term”). Thereafter, this Agreement will renew for subsequent terms (“Terms”) of twelve (12) months, set to correspond with Member’s membership in The Climate Registry, at the rates and services levels, if applicable, in effect at the time of the renewal unless either party notifies the other of its intent not to renew at least thirty (30) prior to the end of the then-current term. For non-members, this Agreement remains in effect at Provider’s sole discretion, subject to consent to use the Service by Provider, compliance with the terms of this Agreement, and, if applicable, payment of User Fee(s).
    2. Suspension of Services; Early Termination. Provider may immediately suspend the Services or terminate this Agreement for its convenience if: (i) Provider becomes aware of what it, in its sole discretion, deems a credible claim that the Services infringe upon the intellectual property rights of a third party; or (ii) required to do so by law. In each case, Provider will give User advance notice of pending suspension or termination under this Section of at least twelve (12) hours, unless Provider determines, in its reasonable commercial judgement, that a suspension on no or shorter notice is necessary to protect Provider, its members, or others.
    3. Termination for Breach. Provider may, at its option, terminate this Agreement for cause or suspend the Services if: (i) Provider reasonably believes that the Services are being used in violation of law or this Agreement; (ii) User’s use of the Services interferes with the normal operations of the System or other User’s use of the Services; (iii) there is an attack on the System or User’s server(s), User’s server is accessed or manipulated by a third party without its consent, or there is another event for which Provider reasonably believes a suspension of Services is necessary to protect Provider’s network or Provider’s other Users; (iv) User’s payment of any invoiced amount is overdue and fails to pay the overdue amount within ten (10) days of Provider's written notice; (v) User breaches any obligation relating to Provider's (or its suppliers’) intellectual property rights; or (vi) User materially fails to comply with any other provision of the Agreement and do not remedy that failure within thirty (30) days of User's notice to You describing the failure in reasonable detail.
    4. Effects of Termination. Provider will not be liable to User for any claims or damages of any kind arising out of termination of this Agreement or suspension of Services in accordance with this Section 11. Upon termination of this Agreement, User will immediately cease use of the Services and will remain obligated to pay Provider any amounts owed that accrued prior to the effective termination of this Agreement. The following provisions will survive termination of this Agreement: (i) any obligation of Recipient to pay for Service rendered before termination; (ii) Sections 5, 8, 9 and 10 of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
12. Force Majeure. The Provider shall be under no liability to the User in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of any matter outside the reasonable control of the Provider including, but not limited to, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), national emergency, war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, any power interruptions or failures of or interruptions to any communications equipment, software or hardware.
13. Notices. Provider may send notices pursuant to this Agreement to User’s contact points listed in User’s account, and such notices will be deemed received three (3) days after they are sent. Recipient may send notices pursuant to this Agreement to The Climate Registry, 601 W. Fifth Street, Suite 220, Los Angeles, California 90071, and such notices will be deemed received three (3) days after they are sent.
14. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may bind the other in any way.
15. Assignment and Successors. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
16. Amendments. Provider may amend this Agreement from time to time by posting an amended version at its website and sending User written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless User first gives Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of User’s next Term following the Proposed Amendment Date (unless User first terminates this Agreement pursuant to Section 11 above). User’s continued use of the Service following the effective date of an amendment will confirm User’s consent thereto. This Agreement may not be amended in any other way except through a written agreement executed by Authorized Representatives of each party. Notwithstanding the foregoing, Provider may amend its related policies, including any Privacy Policy, if any, at any time by posting a new version at its website and sending User notice thereof, and such amended version will become effective five (5) business days after such notice is sent.
17. Governing Law and Consent to Jurisdiction. In all respects this Agreement shall be governed by the substantive laws of the State of California without regard to conflict of law principles. Any claim or action brought by one of the parties hereto in connection with this Agreement shall be brought in the Federal or State court located in the County of Los Angeles, State of California, and the parties hereto irrevocably consent to the exclusive jurisdiction of such court.
18. Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
19. No Waiver. The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
20. Complete Agreement. This Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except in a writing executed by both parties.