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Terms of Use
These Terms of Use govern your use of our website https://www.wilderclimatesolutions.com/squiirrel (the “Site”) the Squiirrel application (the “Application"), and any other services, applications, interactive features, social media, and resources offered by Wilder Climate Solutions or Schools Without Borders (collectively, “we”, “us”, or “our”) through the Site or the Application (collectively referred to as the “Services”). BY USING THE SITE, THE APPLICATION AND/OR THE SERVICES, YOU ACCEPT AND AGREE TO THESE TERMS OF USE. If you do not agree to these Terms of Use, you may not access or otherwise use the Site, the Application, or the Services.
THESE TERMS OF USE CONTAIN WARRANTY AND LIABILITY DISCLAIMERS. BY USING THE SERVICES, YOU ACCEPT AND AGREE TO THESE TERMS OF USE WITHOUT ANY RESERVATIONS, MODIFICATIONS, ADDITIONS, OR DELETIONS, AND WHETHER OR NOT YOU HAVE READ THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE THE SERVICES. YOU MAY BE DENIED ACCESS TO THE SERVICES WITH OR WITHOUT PRIOR NOTICE IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS OF USE.
Rights in Materials
As between you and us, we own the Services, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials on the Services, and the look and feel, design and organization of the Services. This includes all intellectual property and proprietary rights in these materials. When you use the Services or access materials from the Services, you do not acquire any ownership of any such content, code, data, or materials.
Except as we expressly permit, you may not download, display, copy, distribute, modify, perform, transfer, create derivative works from, sell, or otherwise exploit any content, code, data, or materials on the Services. Doing so may violate or infringe copyright and other laws of Canada, as well as applicable local and provincial laws, and may subject you to liability for such unauthorized use. ANY USE OF THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THESE TERMS OF USE ARE STRICTLY PROHIBITED.
Trademarks
The trademarks, logos, designs, images, slogans and trade names (collectively the “Trademarks”) displayed on the Services are our registered and/or unregistered Trademarks (or other rights holders) and may not be used without our prior written permission. The Trademarks may not be used in any manner that is likely to cause customer confusion, or that disparages or discredits us or the applicable rights holder. You do not receive, by implication or otherwise, any license or right to use any Trademark displayed on the Services without our prior written permission.
User Information
When you use or register for the Services, you may be asked to provide certain personal information to us (“User Information”). You agree that your User Information will be accurate and complete and that you will keep it up to date. Our information collection and use policies with respect to such User Information are set forth in our Privacy Policy. The Privacy Policy is part of these Terms of Use.
You are solely responsible for the accuracy and content of your User Information.
You may use the Services to share photographs or other content related to seed collection. You agree not to include personal information or other sensitive information in such content.
Seed Collection Marketplace
You may use the Services to share your seed collection data, to view other users’ seed collection data, and to communicate with other users for the purpose of entering into transaction. All transactions entered into between you and other users of the Services are entirely the responsibility of you and the counterparty user(s). We do not represent that the information made available by other users, including pricing information, is accurate, complete, or fair, and we have no responsibility or liability for any transaction you enter into using the Services or relying on information made available to you using the Services. You are strongly encouraged to do your own diligence prior to entering into any transaction using the Services.
Use of the Services
Your account and password may be used to access any of the Services. You are responsible for your use of the Services and for any use of the Services made using your account. Accordingly, you are responsible for maintaining the confidentiality of your account and password. You agree to notify us immediately of any unauthorized use of your account and password or other User Information.
Our goal is to create a positive and safe experience when you and others use the Services. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Services, you may not:
· transmit any malicious or unsolicited software;
· use any means to “scrape,” “crawl,” or “spider” any web pages contained in the Services;
· use automated methods to send more requests to the Services in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
· interfere with or disrupt the Services; or
· share content on the Services that you do not have the authority to share.
We reserve the right to suspend, refuse service and/or terminate access to the Services without prior notice for any user who violates these policies.
Feedback
If you provide us with any ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback (“Feedback”), whether oral or written, you grant us a non-exclusive, perpetual, irrevocable, transferable, royalty-free license to use any Feedback for any purpose, and we may do so without notice to you and without paying any compensation to you, unless prohibited by law, and you waive any moral rights you may have in such Feedback. All Feedback is and will be considered non-confidential and non-proprietary.
Indemnification
You will fully compensate us and our directors, officers, employees, affiliates, contractors, licensors and agents (that is, you will indemnify and defend us and them, and hold us and them harmless) for any and all claims, liabilities, losses, damages, judgments, awards, costs, and expenses, including reasonable legal fees costs, arising from your use of the Services or your breach or violation of any applicable law or these Terms of Use.
We may, at our own expense, assume the exclusive defense and control of any matter otherwise subject to compensation by you, and in such case, you agree to cooperate with our defense of such claim.
Third-Party Websites and Applications
You may also be able to access and use third-party websites, internet resources, or other information (each “Linked Resources”) through the Services. We have no responsibility for Linked Resources. The inclusion of any link to such Linked Resources anywhere on the Services does not imply our endorsement, sponsorship, or recommendation of that site or of any product or service offered by that Linked Resource. We do not promise that the contents of any Linked Resource are accurate or compliant with local, provincial or federal law, including any intellectual property laws. Your use of any Linked Resource is at your own risk and you assume all responsibilities and consequences resulting from such reliance.
DISCLAIMERS
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND ANY AND ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR WHETHER WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT ARE SPEFICALLY DISCLAIMED AND EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WHATSOEVER REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR WHETHER WRITTEN OR ORAL, REGARDING INFORMATION, CONTENT, AND PRODUCTS AVAILABLE ON THE SERVICES; UPTIME OR UNINTERRUPTED ACCESS TO THE SERVICES.
WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE CONTENT, FUNCTIONS, OR MATERIALS CONTAINED ON THE SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
THE FOREGOING EXCLUSIONS OF EXPRESS, IMPLIED OR STATUORY REPRESENTATIONS, CONDITIONS AND WARRANTIES MAY NOT APPLY TO THE EXTENT PROHIBITED BY PROVINCIAL OR FEDERAL LAWS. TO THE EXTENT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER WILDER CLIMATE SOLUTIONS, SCHOOLS WITHOUT BORDERS NOR EITHER OF ITS AFFILIATES, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE SERVICES EXCEED, IN THE AGGREGATE, THE GREATER OF THE AMOUNT, IF ANY, PAID BY YOU TO US FOR THE USE OF THE SERVICES AND $100.
Term
These Terms of Use will remain effective until terminated by you or terminated by us.
Applicable Laws
These Terms of Use and the relationship between you and us shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in such Province, without regard to its choice or conflict of laws provisions or rules, unless the applicable laws of your province of residence requires that the laws of such province to govern, in which case, the laws of such province are to govern. We do not represent that materials on the Services are appropriate or available for use in locations to which we have not directed the Services. Persons who choose to access the Services from locations to which we do not direct the Services do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Termination
To the fullest extent permitted by applicable law, we have the right to change, suspend, or discontinue any aspect of the Services at any time and without notice. If you violate any of these Terms of Use, your permission to use the Services automatically terminates without any further action by us.
Changes to Terms of Use
We shall have the right to, at its sole discretion, change, add to or remove any portion of these Terms of Use at any time and without notice, to the fullest extent permitted by applicable law. We will post a copy of the amended Terms of Use at https://www.wilderclimatesolutions.com/squiirrel/terms. Changes in these Terms of Use will be effective when posted on the Services. If you do not agree to, or cannot comply with, the Terms as amended, you should not use the Site. Your continued use of the Site, Services and/or the services offered on or through the Site or Services after any changes to these Terms of Use are posted will be considered acceptance of those changes.
Arbitration
You agree that any dispute, claim, or controversy arising out of or relating to the Services or these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof, shall be determined by binding and final arbitration, instead of through court proceedings, before one neutral arbitrator. The seat of the arbitration shall be Toronto, Canada. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in effect as of the date hereof (the “Arbitration Rules”). The venue of the arbitration shall be in Toronto, Ontario. The language of the arbitration will be English. The arbitrator’s decision shall be controlled by these Terms of Use and any of the other agreements governing your use of the Services. The arbitrator shall not have the power to award punitive damages against any party. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs, documents, or other evidence submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
This section limits certain rights, including the right to maintain a court action, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in the arbitration rules, and the right to certain remedies and forms of relief. Other rights that you would have in court also may not be available in arbitration.
Miscellaneous
If any provision of the Terms of Use is found to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM AND WILL BE BOUND BY THESE TERMS OF USE. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN AND ANY OTHER COMMUNICATION BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE.
Last updated: 8/30/2023