ECOAPPRENTICE TERMS OF SERVICE
These Terms of Service ('TOS') are by and between EcoApprentice LLC ('EcoApprentice'), and you, your heirs, assigns, agents and contractors ('User' or 'you') and is effective as of the date of electronic execution. You are not required to accept these terms but, unless and until you do, you will not be permitted to continue the registration process, and you will not be authorized to use the EcoApprentice Service (the 'Service').
SERVICE; RELATED PROVISIONS.
Service. EcoApprentice, subject to the terms and conditions of this TOS, will provide User with access to and use of the Service during the Term.
IDs and Passwords. EcoApprentice will allow User to set a log-in ID, passwords and/or authorization codes (collectively, the 'Log-Ins'). EcoApprentice shall be entitled without further inquiry to accept as authorized any action or instruction provided using a valid Log-In. User is solely responsible for safeguarding the Log-Ins and otherwise complying with the password and security procedures EcoApprentice establishes from time to time by notice to User. User shall promptly notify EcoApprentice if it becomes aware of any information suggesting that the security of its Log-Ins or the security procedures have been compromised in any way.
Restrictions. User shall not, and shall not permit or authorize any other party to (i) change, modify or otherwise alter the Service, (ii) disclose any Log-In to any third party, (iii) use the Service to operate a similar service for any third party, (iv) misuse or abuse the Service, or interfere with or disrupt the integrity or performance of the Service or the data or content contained therein, or (vi) access or interfere with the actions of any other user.
General. 'Content' means any and all material posted to the Service by any User or other third-party permitted by User to post, upload, or reply to Content. Content includes without limitation photos, graphics, text, and any ideas, methods, or inventions embodied therein. You are solely responsible for the creation, administration and operation of your use of the Service. Without limiting the foregoing, you are solely responsible for acting in accordance with all applicable laws and regulations (collectively, 'Laws'), including without limitation all Laws governing, affecting or relating to Content. By use of the Service, Users acknowledge that any draft or template policies or procedures EcoApprentice provides in relation to any Laws, including, for example the Digital Millennium Copyright Act ('DMCA'), are examples provided for your convenience, EcoApprentice has no obligation to provide any such drafts or templates, and User bears sole responsibility for ensuring that its policies and procedures are sufficient to comply with all Laws.
Acceptable Use, Content, and Conduct. All Users are solely and completely responsible for monitoring the Content posted to or accessed through the Service. Under no circumstances will EcoApprentice be liable to User or any third party for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available. EcoApprentice retains the right, but not the obligation, to monitor User's compliance with this TOS.
You shall not, and shall not permit any third party to:
1. Upload, post, email, transmit or otherwise make available (collectively, 'transmit') any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2. Impersonate any person or entity, including, but not limited to, an EcoApprentice official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
3. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted;
4. Transmit any Content that User does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
5. Transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
6. Transmit any unsolicited or unauthorized advertising, promotional materials, 'junk mail,' 'spam,' 'chain letters,' 'pyramid schemes,' or any other form of solicitation;
7. Transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
8. Interfere with or disrupt servers or networks, or disobey any requirements, procedures, policies or regulations of networks;
9. Relay email from a third party's mail servers without the permission of that third party;
10. Use 'robots' or otherwise harvest other's email addresses from the EcoApprentice site for purposes of sending unsolicited or unauthorized material;
11. Upload, post, email, or transmit the same message, URL, or post multiple times;
12. Intentionally or unintentionally violate any applicable local, state, national or international Law, including, but not limited to, Laws promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
13. 'Stalk' or otherwise harass another;
14. Collect or store personal data about any Users or third party without first obtaining each person's consent;
15. Upload or post any credit card account data or otherwise transmit any insecure credit card account data;
16. Upload photographs, images, videos, or other files that degrade, diminish, or in any way adversely affect the operation of the Service.
EcoApprentice may terminate your access to the Service at any time and without notice to you if EcoApprentice reasonably determines that your use of the Service is in violation of this TOS.
Software and Service. EcoApprentice owns or licenses all right, title and interest in and to the Service including, without limitation, the software used to operate the Service, and all patents, copyrights, trademark rights and other intellectual property rights therein.
Content. Users submitting Content remains the sole owner of the Content, and EcoApprentice makes no claim of ownership to any Content. By submitting Content, Users thereby represent and warrant that they have the right to disclose such Content, are that the Content does not violate any laws or infringe the rights of any third party. Users, by uploading Content, thereby grant EcoApprentice a royalty-free, paid-up, worldwide license to use, reproduce, distribute, publicly perform, display, publish, modify and create derivative works of such Content to the extent such license is necessary for EcoApprentice to perform the Services.
DMCA Compliance. EcoApprentice will remove or block infringing Content upon receipt of a proper notice under the DMCA. It is EcoApprentice's policy to terminate the privileges of Users who commit repeat violations of copyright laws. If you are a copyright owner, you may report alleged infringements of your works by sending a DMCA-compliance notice to EcoApprentice at firstname.lastname@example.org.
Further Development. The Service is designed to connect Users with innovative solutions to Users with known problems. Solutions provided by Users may include valuable intellectual property – Users providing solutions are advised to carefully consider their rights when using the Service. Users should consult their own advisors when entering into any agreement for the further development of any Content. Information posted in association with EcoChallenges and EcoSolutions is neither privileged nor confidential.
EcoApprentice reserves the right to amend or modify this TOS at any time and from time to time in its sole discretion. Without limiting the foregoing, EcoApprentice from time to time may establish policies regarding use of the Services, including, but not limited to, bandwidth limitations, and file size limitations for uploaded Content. If User objects to these changes, User's sole recourse is to terminate use of the Service.
The Service contains links to third-party websites ('External Sites'). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such external sites. The content of such external sites is developed and provided by others. You should contact the site administrator or webmaster for those external sites if you have any concerns regarding such links or any content located on such external sites. External Sites, such as PayPal, may be used to collect payment information or other forms of personal information. We are not responsible for information that you provide to third parties when using External Sites.
EcoApprentice is not responsible to any User for relationships entered into based on the User's use of the Service. Users should consult their own advisors when entering into any relationship with other Users or third parties.
EXCEPT AS EXPRESSLY PROVIDED IN THIS TOS, THE SERVICE IS PROVIDED 'AS IS' AND WITHOUT ANY WARRANTY OF ANY KIND. EcoApprentice EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. EcoApprentice DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR SERVICES WILL MEET USER'S REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. FURTHERMORE, EcoApprentice DOES NOT WARRANT NOR DOES IT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SOFTWARE OR SERVICE.
LIMITATION TO LIABILITY.
UNDER NO CIRCUMSTANCES WILL EcoApprentice HAVE ANY OBLIGATION OR LIABILITY TO USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES INCURRED BY SUCH PARTY (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS OR DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS OF WHETHER OR NOT THE APPLICABLE PARTY WAS ADVISED SUCH DAMAGES MIGHT ARISE AND REGARDLESS OF WHETHER OR NOT EcoApprentice WAS ADVISED SUCH DAMAGES MIGHT ARISE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL EcoApprentice BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DAMAGES, DIRECT OR OTHERWISE, IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO EcoApprentice PURSUANT TO THIS AGREEMENT IN THE 6 MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. THIS LIMITATION IS CUMULATIVE; THE SUM OF MULTIPLE CLAIMS MAY NOT EXCEED THIS LIMIT. THE PROVISIONS OF THIS SECTION WILL APPLY IF LOSS, DAMAGE OR INJURY, IRRESPECTIVE OF CAUSE OR ORIGIN, RESULTS DIRECTLY OR INDIRECTLY TO PERSON OR PROPERTY FROM PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS IMPOSED BY THIS AGREEMENT OR FROM NEGLIGENCE, ACTIVE OR OTHERWISE, OF EcoApprentice, ITS AGENTS OR EMPLOYEES. CUSTOMER WAIVES ALL OTHER REMEDIES THAT MIGHT OTHERWISE BE AVAILABLE UNDER THE LAWS OF ANY JURISDICTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO you.
You, at your own expense, will indemnify, defend and hold EcoApprentice and its employees, directors, shareholders, officers, representatives, agents and affiliates, and any third party associated with the provision of the Services (each, an 'Indemnitee') harmless from and against any claim, suit, action, or other proceeding brought against the Indemnitee based on or arising from any claim or alleged claim related to (i) any Content; (ii) your own actions or omissions; or (iii) any relationship between you and another person, even if that relationship was made possible due to your use of the Service. You will not enter into any settlement or compromise of any such indemnification claim without EcoApprentice's prior written consent, which consent shall not be unreasonably withheld. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by EcoApprentice in connection with or arising from any such indemnification claim, suit, action or proceeding.
EcoChallenge Owners and EcoSolution Winners
No Third-Party Beneficiaries; Relationship of the Parties. This TOS does not provide and shall not be construed to provide third parties (i.e., non-parties to this TOS), with any right, license, remedy, claim, cause of action or privilege. Nothing in this TOS shall be construed as creating an employer-employee or agency relationship, a partnership, a joint venture or any similar relationship between the parties. Each party will perform its obligations hereunder as an independent contractor as not and an agent or representative of the other party.
No responsibility or liability for 3rd-party posts: EcoApprentice is not able to inspect or confirm that the material contained on the webpages that are linked to its web pages are correct in every case. EcoApprentice provides the information on these web pages as is and without any warranties. EcoApprentice disclaims all express and implied warranties, including merchant-ability and fitness for a particular purpose. In no event will EcoApprentice be liable for any loss of profits, business, use, or data or for indirect, special, incidental or consequential damages of any kind, whether based in contract, negligence or other tort.
Independent Agreements: Users may mutually enter-into separate, independent agreements. Any verbal or written agreement, contract or understanding, made outside of --- or varying in any manner from ---- these Terms of Service shall be deemed an independent agreement. EcoApprentice shall neither be liable for nor party to any independent agreement. All Users agree to defend and hold EcoApprentice harmless from cause or conflict arising from or related to an independent agreement.
Additional Reward: Definitions. For the purposes of this Section, "Challengers" means Users posting EcoChallenges on the service. "Additional Reward" means any prize, remuneration or inducement, of any kind, offered by a Challenger to other users. Challengers may offer Additional Rewards for Solutions. Any Additional Reward shall be subject to independent terms and conditions and/or official rules established and published by the Challenger. The Challenger shall be solely responsible for offering, administering, and satisfying any Additional Rewards, in accordance with applicable laws. EcoApprentice is neither liable for, nor a party to, any Additional Reward. All Users agree to defend and hold EcoApprentice harmless from any cause or conflict arising from or related to an Additional Reward.
Governing Law. This TOS, Customer's rights and obligations, and all actions contemplated by this TOS shall be governed by the laws of the State of Washington, as if the TOS was a contract wholly entered into and wholly performed within the State of Washington. Any action to enforce this TOS or any matter relating to Customer's use of the Services shall be brought exclusively in the Superior Court in Clark County, Washington, or if there is no jurisdiction in such court, then in the United States District Court for the Western District of Washington in Tacoma. The parties expressly waive any right to a jury trial regarding disputes related to this TOS.
User's business practices: Nothing about this agreement or User’s relationship with EcoApprentice shall relieve User of any of its otherwise-applicable duties under state, local, or federal laws, nor shall EcoApprentice assume any of said duties. This is true as to all aspects of applicable law, including but not limited to labor and employment laws. It is not the EcoApprentice’s place to instruct or inform User as to what such duties might entail, nor will EcoApprentice take responsibility for doing so.
Force Majeure. Neither party shall be responsible for any failure to perform any obligation or provide service hereunder because of any act of God, fire, natural disaster, accident, strike, work stoppage, security breach, malicious computer disruption, governmental acts or directives, war, riot or civil commotion, equipment, power or facilities shortages or failures which are being experienced by providers of telecommunications services in generally the same geographical area, or other similar force beyond such party's reasonable control.
Further Assurances. User will execute and/or cause to be delivered to EcoApprentice such instruments and other documents, and shall take such other actions, as EcoApprentice may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this TOS.
Attorneys' Fees. If any legal action or other legal proceeding (including arbitration) relating to the performance under this TOS or the enforcement of any provision of this TOS is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).
Notices. Any notice or other communication required or permitted to be delivered to EcoApprentice under this TOS shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by facsimile during business hours) to the address or facsimile number set forth below:
P.O. Box 363
White Salmon, WA 98672
Any notice or other communication required or permitted to be delivered by EcoApprentice under this TOS shall be in deemed properly delivered when submitted to User via e-mail to the e-mail address maintained on file in User's account.
Assignment/Sublicense. Except as otherwise expressly provided herein, the provisions of this TOS shall inure to the benefit of and be binding upon, the successors and permitted assigns of the parties hereto.
Delays or Omissions; Waivers. No failure by either party to exercise any power, right, privilege or remedy under this TOS, and no delay on the part of either party in exercising any power, right, privilege or remedy under this TOS, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither party shall be deemed to have waived any claim arising out of this TOS, or any power, right, privilege or remedy under this TOS, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
Construction. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this TOS.
Entire TOS; Severability. This TOS, which includes the specific policies referenced herein and available on www.EcoApprentice.com, constitutes the entire agreement between the parties concerning the Service and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this TOS shall be held to be illegal, invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality and enforceability of the remaining provisions of this TOS shall not in any way be affected or impaired thereby.