ECO-PROFILES TERMS AND CONDITIONS

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. ECO-PROFILES.org PROFILERS ARE SUBJECT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT BE ABLE TO PUBLISH YOUR ECO-PROFILE USING THIS APPLICATION. BY ESTABLISHING AN ECO-PROFILE PROFILER RELATIONSHIP (“PROFILERSHIP”), YOU AGREE THAT THESE TERMS AND CONDITIONS OF USE REPRESENT THE ENTIRE AGREEMENT CONCERNING YOUR PROFILE, AND THAT THESE TERMS AND CONDITIONS SUPERSEDE ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING WITH RESPECT TO THAT PROFILERSHIP. NO OTHER COMMUNICATION WILL BE CONSTRUED AS, OR CONSTITUTE, A WAIVER OF THESE TERMS AND CONDITIONS OF USE, OR ACCEPTANCE OF ANY ADDITIONAL TERMS, CONDITIONS OR SPECIFICATIONS, AND ECO-PROFILES.ORG HEREBY OBJECTS TO ANY SUCH ADDITIONAL OR CONTRARY TERMS, CONDITIONS OR SPECIFICATIONS.

 

1. PROFILERS. All Eco-Profiles.org profilers must be either businesses, organizations or individuals that are at least 18 years old and legally able to agree to these Terms and Conditions. Each Profiler represents and warrants to Eco-Profiles.org the individual/business eco-profile provided is accurate and complete. Profilers have certain rights and privileges that may be provided by UPonGREEN from time to time during the term of their profilership, which may include access to the Eco-Profiles.org web site (the “Site”) for the purpose of posting information, and the right to claim Eco-Profiler status and to assert that Profilership with the use of the Eco-Profiles® trademark and logotype as provided in these Terms and Conditions.

 

2. PROFILER ACCOUNT. Profilers will choose a username and password to use in accessing the Site for purposes of using the Services. The Profiler’s username and password will allow the Profiler to post and modify information, images and other content on the Site as permitted by Eco-Profiles® from time to time. Profilers must not share that username and password with any other party. Each Profiler assumes responsibility for any unauthorized use of the Profiler’s username or password, and must promptly inform Eco-Profiles® of any actual or suspected unauthorized use.

 

3. TERM AND TERMINATION. Each Profiler Account is for a period of one year, unless otherwise given notice by Eco-Profiles®.  Profilerships may be renewed for additional one year periods and payment of the applicable Profilership fee.

 

Eco-Profiles® may at any time terminate or suspend any Profilership as a result of non-payment, breach of these Terms and Conditions, or as a result of a failure to maintain the requirements for Profilership. Upon notice from Eco-Profiles® of the termination of Profilership, the affected Profiler will promptly cease use and cease display of all Eco-Profiles® and Eco-Profiles® trademarks, logotypes and other indicia of Profilership, and any other public representation, display or communication that indicates or implies Profilership.

 

The provisions of Sections 1, 5, 6, 8 and 10 through 16 of these Terms and Conditions will survive the expiration or termination of any Profilership for any reason.

 

4. SECURITY.  Profilers may not interfere, disrupt, or attempt to interfere or disrupt the operation of the Site or the networks connected to the Site, and Profilers must abide by the security policies adopted by Eco-Profilers.org. Profilers acknowledge and agree that Eco-Profiles® may monitor their access and use of the Site for security purposes. Eco-Profiles® may at any time terminate or suspend any Profiler’s access to the Site as Eco-Profiles® considers appropriate or necessary in its sole discretion for security reasons, as a result of non-payment, any alleged or suspected breach of these Terms and Conditions, or to protect intellectual property. Eco-Profiles® may also impose limits on certain features and functions of the Site, or restrict any Profiler’s access to the Site without notice or liability. Eco-Profiles® will not be obligated to provide any refund of fees for Profiler Site accounts that are suspended or terminated.

 

5. PROFILER CONTENT. All information, images and other content that Profilers post on the Site (the “Profiler Content”) must (i) comply with any rules and restrictions as Eco-Profiles® may impose with respect to the Eco-Profiles.org and Eco-Profiles® Site for which the Profiler Content is posted, (ii) not be offensive, profane, indecent, obscene, threatening, abusive, libelous or illegal, and (iii) not contain any virus, worm, Trojan horse, time bomb or other harmful or disabling device or code, (iii) not constitute or encourage conduct that would constitute a criminal offense, give rise to a civil liability or otherwise violate law, and (iv) not violate, plagiarize or infringe the rights of third parties whether of a proprietary nature or otherwise.

 

Eco-Profiles® may modify or delete any posted Profiler Content in its sole discretion, but Eco-Profiles® is not obligated to do so. Eco-Profiles® is not responsible for any loss, damage or expense arising from or relating to Profiler Content. Profilers grant Eco-Profiles® a perpetual, worldwide, irrevocable, royalty-free license, with the right to grant sublicenses, to (i) modify and create derivative works based upon the Profiler Content, and (ii) reproduce, display and distribute the Profiler Content, modified Profiler Content and derivative works based upon the Profiler Content.

 

6. TRANSACTIONAL DATA. “TRANSACTIONAL DATA” means all information collected by Eco-Profiles®, or to which Eco-Profiles® has access, that relates to the Profiler’s use of the Site, and the environmental practices information submit by the Profiler through the Site.

 

Individual Profilers  grant Eco-Profiles® a perpetual, worldwide, irrevocable, fully-paid, royalty-free license, with the right to grant sublicenses, to (i) use TRANSACTIONAL DATA in any manner for Eco-Profiles®’s business purposes, including the provision of services to Eco-Profiles® customers and other third parties, (ii) prepare and distribute reports and analyses of TRANSACTIONAL DATA, provided that such reports and analyses do not disclose your identity, and (iii) distribute and disclose TRANSACTIONAL DATA that is de-identified and aggregated with other data, and grant third parties rights use and analyze such data for their business purposes.

 

Profilers that are businesses grant Eco-Profiles® a perpetual, worldwide, irrevocable, fully-paid, royalty-free license, with the right to grant sublicenses, to (i) use TRANSACTIONAL DATA in any manner and for any purpose, and (ii) prepare and distribute reports and analyses of TRANSACTIONAL DATA, including reports and analyses that disclose the Profiler business’ identity, and (iii) distribute, disclose, publish and display TRANSACTIONAL DATA in any form.

 

7. TRADEMARK LICENSE. Eco-Profiles® grants each Profiler the right to use the Eco-Profiles® trademark and logotype, subject to the terms and conditions of the Eco-Profiles® Trademark Usage Policy. Profilers cannot grant any sublicense or other rights with respect to the Eco-Profiles® trademark or logotype, and each Profiler will cooperate with Eco-Profiles® in its efforts to ensure the proper use of the Eco-Profiles® trademark and logotype, including granting the audit rights described in the Eco-Profiles® Trademark Usage Policy.

 

8. INTELLECTUAL PROPERTY.  Each Profiler acknowledges and agrees that all information and content that is accessed or made available through the Site, including, but not limited to, information, text, graphics, trademarks, logotypes, data and data compilations, is the property of Eco-Profiles®, its Profilers or its suppliers. United States and international trademark, copyright and other intellectual property right laws protect that information and content. Any software that is accessed or made available through the Service may be used only for the purpose of the Site. You may not reverse engineer, decompile or disassemble that software, or attempt to do so.

 

9. LIMITED WARRANTY. Eco-Profiles® WARRANTS THAT THE ECO-PROFILE LABELS PURCHASED THROUGH THE SITE WILL BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF ONE YEAR. UPON REQUEST, Eco-Profiles® WILL REPLACE ANY DECALS THAT VIOLATE THIS WARRANTY. ALL DEFECTIVE DECALS OR SIGNAGE MUST BE RETURNED TO: Eco-Profiles® P.O. Box 203 Spring Park, MN 55384.

 

10. WARRANTY DISCLAIMERS. WITH THE EXCEPTION OF THE FOREGOING WARRANTY,PROFILER SERVICES AND ALL PRODUCTS PURCHASED THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Eco-Profiles® MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO SUCH OTHER PRODUCTS OR SERVICES, EXPRESS, IMPLIED OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WHICH Eco-Profiles® HEREBY EXPRESSLY DISCLAIMS. ALL PROFILERSHIP AND PRODUCT SALES ARE FINAL. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS ON IMPLIED WARRANTIES MAY NOT APPLY TO YOU. Eco-Profiles® DOES NOT GUARANTEE THAT ACCESS TO THE SITE OR PROFILER SERVICES WILL BE UNINTERUPTED OR ERROR-FREE, OR THAT THE INFORMATION OR OTHER CONTENT OBTAINED THROUGH THE SITE WILL BE USEFUL OR THAT IT WILL SATISFY ANY PARTICULAR REQUIREMENTS. Eco-Profiles® WILL NOT BE LIABLE FOR ANY DELAY, DOWN TIME, OR OTHER FAILURE OF PERFORMANCE, BUT Eco-Profiles® WILL USE REASONABLE EFFORTS TO CORRECT ANY MATERIAL PERFORMANCE PROBLEM BROUGHT TO ITS ATTENTION.

 

11. LIMITATION OF LIABILITY. Eco-Profiles® WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RELATING TO THE SITE OR ANY PROFILER PRODUCTS OR SERVICES, ANY PROFILER’S USE OF THE SITE, OR ANY OTHER PERFORMANCE UNDER, OR PURSUANT TO THESE TERMS AND CONDITIONS (INCLUDING LIABILITY FOR NEGLIGENCE) EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF Eco-Profiles®. IN NO EVENT WILL Eco-Profiles®’s LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF Eco-Profiles® SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, OR EXCEED THE AMOUNT OF FEES PAID IN THE SIX MONTHS PRIOR TO THE CLAIM FOR DAMAGES.

 

12. INDEMNIFICATION. Profilers will indemnify and hold Eco-Profiles® harmless from all cost, liability and expense arising out of their Profilership and the use of the Site. This indemnification will include, but not limited to, third party claims related to Profiler Content made accessible through the Site.


13. ASSIGNMENT. Eco-Profiles® may assign its rights and obligations under these Terms and Conditions without your consent. Profilers may not assign any of their rights and obligations under these Terms and Conditions without the prior written consent of Eco-Profiles®.

 

14. NOTICES. Any notice permitted or required to be given by you under these User Terms and Conditions will be deemed given and effective when sent to Eco-Profiles® at: Eco-Profiles and Eco-Profiles® P.O. Box 203, Spring Park, MN 55384 notice permitted or required to be given by Eco-Profiles® under these User Terms and Conditions will be given and effective when sent to the affected Profiler at the e-mail address provided in at the time of registration for Profilership.

 

15. GOVERNING LAW. These Terms and Conditions will be interpreted and construed in accordance with the laws of the State of Minnesota. Any action arising out of, or relating to, this Agreement may be brought in courts situated in Minnesota, and each Profiler consents to the jurisdiction of such courts.

 

16. GENERAL. If any of these Terms and Conditions conflict with any applicable statute or rule of law, the affected terms and conditions will be deemed inoperative. In the event that any part of these Terms and Conditions is held illegal, void or ineffective, the remaining portions will remain in full force and effect. No failure by either party to take any action or assert any right under these Terms and Conditions will be deemed to be a waiver of that right in the event of the continuation or repetition of the circumstances giving rise to that right