Effective Date: November 20, 2019

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS UNLESS YOU OPT OUT, AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

Climate Positive Design, LLC (also referred to as “CPD,” “we,” “us,” or “our”) provides the content and services available on the website of CPD (the “Site”). Except as expressly provided herein, these Terms of Service (“Terms”) contain the terms and conditions that govern your access to and use of the services, including those available on and through the Site and other websites offered by CPD, its affiliates and partners, including but not limited to: using the Pathfinder application for purposes of learning how to reduce carbon footprints and sequester carbon and otherwise contributing to climate change solutions through the use of CPD design toolkits, case studies, research, data aggregation and analysis and related landscape, design and climate focused services (collectively, the “Services”). Your access to, review of, and/or use of the Services is conditioned on your acceptance of and compliance with these Terms.

PLEASE NOTE: SECTION 13 OF THIS AGREEMENT GOVERNS HOW DISAGREEMENTS AND CLAIMS BETWEEN YOU AND CPD CAN BE RESOLVED. THIS SECTION, WITH LIMITED EXCEPTION, REQUIRES YOU AND CPD TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION.

By accessing this Site and Services, you agree to be bound by these Terms and our Privacy Policy, as may be updated from time to time, (“Privacy Policy”), which is incorporated into these Terms by reference. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE OR ACCESS OUR SITE.

We reserve the right, in our sole discretion, to change and revise these Terms at any time by posting the changes on the Site. Any changes are effective immediately upon posting to the Site. The most current version will be available on our Site. The Effective Date of the current version is at the top of this page. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms, except as provided in the Arbitration and Class Action Waiver section below. We may, with or without prior notice, terminate any of the rights granted by these Terms. We will provide you with any additional notices or choices with respect to such changes as required by applicable law.

These Terms apply to any and all CPD customers and users of the Services, including but not limited to individuals, small and large businesses, and nonprofit organizations, who utilize the Services (“Customers,” “you,” or “your”), as well as all others who access the Services, including but not limited to website visitors and users of affiliate websites which allow access to the Services (“Users,” “you,” or “your”). If you use the Services on behalf of a business entity, you represent that you have the authority to bind that entity. Your acceptance of the Terms will be deemed an acceptance by that business entity and “you” and “your” within these Terms will refer to that business entity.

You may be able to submit information to us through your use of the Services. You agree to provide us with accurate information in connection with your use of the Services and you understand that the usefulness or reliability of the Services is dependent on the accuracy of information submitted to us. You further represent that you will not submit any information to us or to the Site with respect to which you do not have proper consent or authorization, and you will fully indemnify and hold us harmless against any claims that may arise in the absence of proper consent or authorization. Any submission of information to us is subject to our Privacy Policy.

If you enter into an agreement with CPD providing different or additional terms regarding the Services and there is a conflict between a provision in these Terms and a provision in that separate agreement, the terms of that separate agreement will take precedence and will control with respect to any provisions in conflict.

You may need to register an account with CPD to use the Services. You are responsible for maintaining the confidentiality of your account, username, and password and for restricting access to your computer. If there has been unauthorized use of your password or account, please notify us immediately. You are responsible for providing and maintaining current, complete, accurate and truthful information on your account. You agree to accept responsibility for all activities that occur with your permission or authorization under your account, username and/or password. If you are accessing and using the Site and Services on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms, and to the extent you do not have such authority you agree to be bound to these Terms and to accept liability for harm caused by any wrongful use of the Site or Services resulting from that access or use. We reserve the right to refuse service and/or terminate accounts without prior notice if these Terms are violated or if we decide, in our sole discretion, that it would be in our best interest to do so.

All intellectual property rights related to, or used in connection with, the Site and Services are solely and entirely owned by CPD. These rights include database rights, patents, copyrights, trademarks (whether registered or unregistered), trade dresses, trade secrets, design rights (whether registered or unregistered) know-how, mask works, moral rights, and all similar rights that may exist now or later in any jurisdiction, including without limitation any applications and registrations, and the CPD name, logos, designs, domain names, graphics, icons, scripts, service marks, features, functions, text, graphics, button icons, scripts, service marks, images, software, data compilations and other distinctive brand features, and the compilation and organization thereof (collectively, “Intellectual Property Rights”). In addition to the foregoing, CPD has the right, and you hereby grant to CPD an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use anonymized, masked and aggregated User Content (as defined below) or other similarly aggregated information and data submitted by you to the Site, including quantitative meta-data that CPD derives from delivery of the Service, to improve, maintain and enhance the Site and the Service and for industry analysis, benchmarking purposes and other purposes incidental thereto, including the improvement, development and enhancement of the Pathfinder application or any future applications that CPD may offer (any of the rights granted to CPD by this sentence shall be deemed to constitute, and shall be included within the term, Intellectual Property Rights of CPD for purposes of these Terms).

All Intellectual Property Rights are and will remain the exclusive property of CPD and its subsidiaries, affiliates, partners and licensors, and are protected by United States and international laws, including laws governing copyrights and trademarks. Except as expressly provided herein, or as required under applicable law, nothing in these Terms gives you a right to use the Intellectual Property Rights, and neither the Services nor any portion of the Site may be used reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without our express, prior written consent (which may be withheld for any reason or for no reason in our discretion).

Subject to these Terms, CPD grants you a worldwide, limited, revocable, non-exclusive license to access and use the Site and Services as they are provided to you by CPD through the Site. The foregoing license is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted under these Terms without CPD’s prior written consent (which may be withheld for any reason or for no reason in our discretion). You acknowledge that CPD is the owner and licensor of the Intellectual Property Rights and that your use of the Intellectual Property Rights confers no additional interest in or ownership of any Intellectual Property Rights.

All aspects of the Services are subject to change or termination, without notice, in CPD’s sole discretion. CPD may immediately terminate this license, in its sole discretion, if it becomes aware of any violation or non-compliance of these Terms, whether or not that violation or non-compliance constitutes a breach of contract or relates to provisions that may not be deemed material.

We respect the intellectual property rights of other persons and require that Customers and Users of our Site do the same. We may terminate use of our Site by Customers and Users that we believe have infringed, or may be infringing, the intellectual property rights of third persons. Consistent with the Digital Millennium Copyright Act, if you believe that copyrighted materials have been copied in a way that constitutes copyright infringement, please send an e-mail or written notice to our attention and provide the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that you claim is infringed;
• Identification of the copyrighted work(s) that you claim has been infringed;
• A description of the material that you claim is infringing and the location of that material on the Site;
• Your address, telephone number and email address;
• A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit content through the Services (“User Content”). You hereby grant CPD a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, display, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit that User Content throughout the world to provide the Services and for the purposes for which you submit that User Content. You acknowledge and agree that you are solely responsible for all User Content that you submit through the Services.

You represent that you either are the sole and exclusive owner of all User Content that you submit or you control all rights, licenses, consents and releases that are necessary to grant to CPD the rights in that User Content. You agree not to engage in or assist or encourage others to engage in transmitting, uploading, posting, publicizing, submitting, e-mailing, sharing, distributing, reproducing, or otherwise making available User Content (or any portion thereof) that (a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) you do not have a right to make available under any law or under contractual or fiduciary relationships; (c) is known by you to be false, fraudulent, inaccurate or misleading; or (d) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

CPD is in no way responsible for evaluating User Content nor does CPD assume any responsibility or liability for the User Content. CPD does not endorse or control the User Content transmitted or posted on the Site or through the Services, and therefore, CPD does not guarantee the accuracy, integrity or quality of User Content. Under no circumstances will CPD be liable in any way for any User Content, including without limitation, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred by you as a result of the use of any User Content transmitted, uploaded, posted, e-mailed or otherwise made available via the Site. You hereby waive all rights to any claims against CPD—including but not limited to any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution—in connection with User Content.

You acknowledge that CPD has the right (but not the obligation) to refuse to post or remove any User Content and CPD reserves the right to change, condense or delete any User Content. Without limiting the generality of the foregoing or any other provision of these Terms, CPD has the right to remove any User Content that violates these Terms or is otherwise objectionable and CPD reserves the right to refuse service and/or terminate accounts without prior notice for any users who violate these Terms or infringe the rights of others.

You represent that you will not do or attempt to do or cause any third party to do or attempt to do any of the following in connection with your use of the Site or Services: (i) use, or attempt to use, the Site or Services for purposes that are not authorized by these Terms or are inconsistent with the use cases described on the Site; (ii) use the Site or Services for the benefit of any third party without CPD’s prior written permission; (iii) copy, distribute, rent, lease, lend, sublicense or transfer the Services or make the Services available to any third party, including your affiliates, parents or subsidiaries, without CPD’s express prior written consent; (iv) modify, decompile, reverse engineer, or disassemble the Site or Services or otherwise attempt to discover any underlying source code, ideas, algorithms, file formats or programming interfaces; (v) create derivative works based on the Services; (vi) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Services; (vii) use the Services to develop a competitive product offering; (viii) use any meta tags, “hidden text,” agents, robots, scripts, spiders, crawlers or other tools or means, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license, download, access or manage the Services, Site (except caching or as necessary to view the Site), or the personal information of others without CPD’s prior written permission or authorization; (ix) access the Site or Services for improper or illegal purposes; (x) misrepresent yourself, your identity, or information about you; (xi) take any action that may unreasonably encumber the Services’ infrastructure; bypasses measures that are used to prevent or restrict access to the Services; circumvents, disables, or otherwise interferes with security features of the Services; distribute, transmit, upload, post, e-mail, share, distribute, reproduce, or otherwise make available any software viruses, malware, program, code, file, or other technology or material intended to interrupt, disrupt, alter, destroy, or limit any part of the Site or Services, or that may harm Customers or Users; or use the Site or Services in a way that violates any of the Intellectual Property Rights, or other rights of any third party, including privacy or publicity rights, or take any action that would jeopardize or impair CPD’s rights as owner of the Intellectual Property Rights or the legality or enforceability of the Intellectual Property Rights, including challenging or opposing CPD’s ownership in the Intellectual Property Rights; (xii) frame or utilize framing techniques to enclose the Site or any portion thereof; (xiii) intentionally violate any applicable local, state, national, or international law in connection with any use of the Services or Site; or (xiv) attempt, directly or indirectly, to undertake any of the foregoing prohibited actions or activities.

By sending us any feedback, comments, questions, or suggestions concerning CPD or our Services (collectively, “Feedback”), you represent (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback and (iv) irrevocably waive, and cause to be waived, against CPD and its users any claims and assertions of any moral rights contained in any Feedback. This Feedback section shall survive any termination of the Services.

We attempt to be as accurate as possible when describing our Services; we do not, however, warrant that the content available on the Site is accurate, complete, reliable, current, or error-free. The Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice.

Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into the agreement reflected, and as set forth terms, in Terms; and (ii) the Terms constitute a legal, valid and binding obligation of that party, enforceable against that party in accordance with its terms.

DISCLAIMER. YOU ACKNOWLEDGE THAT THE SITE AND ITS CONTENT AND SERVICES ARE DELIVERED AND PRESENTED “AS IS.” CPD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE IN CONNECTION WITH THESE SITE TERMS OR THE SITE OR ITS CONTENT OR SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY REPORTS, THAT THE REPORTS WILL MEET YOUR NEEDS, OR WILL BE PROVIDED ON AN UNINTERRUPTED BASIS. CPD EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, CPD EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. CPD AND ITS SUPPLIERS, LICENSORS, PARTNERS AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONALITY AND INFORMATION PROVIDED BY THE SERVICES WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.

You agree to defend, indemnify and hold CPD, and its owners, subsidiaries, affiliates, partners, members, licensors, directors, officers, employees, and agents (the “Indemnified Parties”) harmless for any damages, losses, judgments, costs, or expenses, including reasonable attorneys’ fees, arising from any third party claim, action, or demand (collectively “Claims”) arising out of or relating to: (a) your use of the Site, Services or User Content in violation of any law, rule, regulation, or your breach of any covenants, representations or warranties of these Terms; (b) any part of your User Content; or (c) your willful or malicious conduct relating to any violation of the Terms. You also agree to indemnify the Indemnified Parties for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CPD AND ITS OWNERS, SUBSIDIARIES, AFFILIATES, PARTNERS, MEMBERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (a) INTERRUPTION OF SERVICES; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION, OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE SITE; (e) COMPUTER VIRUSES, SYSTEM FAILURES, OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES; (f) ANY INACCURACIES, ERRORS OR OMISSIONS IN CONTENT OR (g) EVENTS BEYOND OUR REASONABLE CONTROL.
FURTHER, CPD WILL NOT BE LIABLE IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, PUNITIVE, SPECIAL, RELIANCE, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE OR YOUR USE THEREOF, INCLUDING THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION OBTAINED FROM OR THROUGH THE SERVICES, EVEN IF CPD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT EXCEED THE GREATER OF (X) ONE HUNDRED DOLLARS ($100) OR (Y) THE AMOUNT PAID TO CPD UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE OR ENLARGE THE FOREGOING PAYMENT LIMITATION.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND CPD CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND CPD TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION IN COURT.

Agreement to Arbitrate

In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, You and CPD mutually agree to give up our right to resolve disagreements in a court of law by a judge or jury, and, as described below, agree to binding and final arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

You and CPD agree that this arbitration agreement is governed by the Federal Arbitration Act, and shall survive even after these Terms or any Services terminate.

Claims Covered by Arbitration

Other than the exceptions expressly set forth below, you and CPD agree that any disagreement, claim, or controversy arising out of or relating in any way to these Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or your access to and/or use of the Services, or the provision of content, services, and/or technology on or through the Services (hereinafter, “Claims”), shall be resolved by final and binding arbitration to the fullest extent allowed by law.

Delegation to Arbitrator

If there is a disagreement about the arbitrability of any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), you and CPD agree that this threshold disagreement shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disagreements. Claims Not Covered by Arbitration

This arbitration agreement shall not require arbitration of the following types of claims: (1) small claims actions demanding $10,000 or less brought on an individual basis and within a small claims court’s jurisdiction; and (2) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Class Action Waiver

Except as otherwise required under applicable law, you and CPD agree to bring and resolve any Claims only on an individual basis, and not as a named-plaintiff or class member in any class or representative proceeding. You and CPD acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Claims (hereinafter, “Class Action Waiver”). Further, the arbitrator may not consolidate more than one party’s claims and may not preside over any class, consolidated, or representative proceeding, unless you and CPD agree otherwise in writing.

Notwithstanding any other provision of this arbitration agreement or the AAA Rules, specific disagreements about the scope, applicability, enforceability, revocability or validity of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final determination that the Class Action Waiver is unenforceable as to certain claims brought on a class or representative basis, then those claims shall be severed from any remaining claims and may proceed in court, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to any remaining claims to the fullest extent possible.

Arbitration Rules, Procedures, and Costs

You and CPD agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA. The arbitrator will apply the terms of this arbitration agreement and the applicable AAA rules, which are available at www.adr.org. The arbitrator shall apply the AAA Commercial Arbitration Rules.

The arbitrator shall have the power to decide any motions, including dispositive or summary judgment motions, brought by any party to the arbitration. The arbitrator may grant any remedy, relief, or outcome that the parties could have received in court to resolve the party’s individual claim, including awards of attorney’s fees and costs, in accordance with the law or laws that apply to the Claim. The arbitrator shall provide in writing to the parties the basis for any award or decision. Judgment upon any award rendered in such arbitration will be binding and may be entered in any court with proper jurisdiction.

Severability

Except for the Class Action Waiver referred to above, if any clause within this arbitration agreement is found to be illegal or unenforceable, that specific clause will be severed from this arbitration agreement, and the remainder of the arbitration agreement will be given full force and effect.

Pre-Arbitration Notification and Negotiation Process

Prior to initiating an arbitration, you and CPD each agree to first attempt to negotiate an informal resolution of any Claims. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested.
During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.

After a good faith effort to negotiate, if you or CPD believe a Claim cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party, as specified in the AAA Rules.

Third-Party Links

The Services may contain links to third-party websites and other resources that are not owned or controlled by CPD. These links do not imply any endorsement by CPD or the assumption of any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or resource from the Services, you do so at your own risk, and you understand that these Terms and CPD’s Privacy Policy do not apply to your use of such links. Any contract entered with, and any damages caused by, a third party company will be between you and that company.

You expressly relieve CPD from any and all liability arising from your use of any third-party website, service, or content. You acknowledge and agree that CPD is not responsible or liable for: (i) the availability or accuracy of other websites or resources; or (ii) the content, products, or services on or available from any other websites or resources. You should carefully review the privacy policies and terms and conditions of the third party websites you visit.

Governing Law

Except for matters governed by the Federal Arbitration Act, these Terms are governed by the internal laws of the State of California without regard to choice of law rules or principles. The choice of law provision is only intended to specify the use of California law to interpret these Terms and is not intended to create any substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise.

Assignment

You may not assign any of your rights or obligations under these Terms without the prior written consent of CPD (which may be withheld for any reason or for no reason in CPD’s discretion). Subject to the foregoing, these Terms inure to the benefit of and are binding on the parties’ permitted assignees, transferees and successors. Any attempted assignment in violation of this provision is void ab initio.

Integration

You acknowledge and agree that these Terms constitute the parties’ complete and exclusive agreement concerning the use of the Site and Services, and supersede and govern any and all prior or contemporaneous proposals, agreements, representations or other communications, written or oral, relating to the Site and Services.

Force Majeure

CPD will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.

Miscellaneous

The parties are independent contractors. Nothing contained in these Terms shall be construed as creating any employment, agency, partnership, franchise, joint venture, or other form of joint enterprise or authority to bind the other party. There are no third-party beneficiaries to these Terms. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the essential purpose of those unenforceable provisions . Any waiver of a provision of these Terms will only be valid if provided in writing and applies only to the specific occurrence so waived. Failure to enforce any provision will not constitute a waiver. Nothing in these Terms will limit a party’s ability to seek equitable relief. Section headings are not to be used in the interpretation hereof. The following Sections shall survive any expiration or termination of these Terms: 2, 3, 5, 6, 7, 8, 10, 11, 12, 13 and 14.

Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which these Terms refer from us electronically including without limitation by e-mail or by posting notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Written notice may be sent by e-mail to climatepositivedesign@gmail.com. You agree that we may send notices to you regarding your use of the Site by means of electronic mail, a general notice posted on the Site, or by written communication delivered either by overnight courier or U.S. mail to your email or mailing address as appearing in our records from time to time.