Website Terms of Use

“Greenroads” means Greenroads Foundation, whose principal place of business is at 1700 Westlake Avenue North, Suite 200, Seattle, WA 98109, United States. Any and all notices hereunder, shall be sent via certified mail to the aforementioned address. Greenroads’ online products, software tools, images, content, resources, and web pages can be found at http://www.greenroads.org (referred to collectively as the “Website”).

Your Use of the Website is subject to the terms and conditions of this legal agreement between yourself and Greenroads. There are terms and conditions in the documents in our Policies section that are incorporated by reference into these terms and conditions. Collectively, these terms are referred to as the “Universal Terms.” From time to time, additional terms may be issued and posted on this Website. These terms are referred to as “Additional Terms.” Collectively, the Universal Terms and Additional Terms are referred to as the “Terms.” If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence. Please remember that these Terms may change at any time, and you shall be bound by the most current version of the Terms. Be sure to check back and review the Terms each time you Use the Website. The current date of the Terms will always be posted at the top of this page. You can ask questions by contacting us at legal @ greenroads.org.

By Use of the Website, you agree to the Terms. Use is considered broadly by actually sharing, reading, navigating or using the Website, or any product, tool or service obtained from the Website, in any way. Each Use of the Website shall be done in accordance with the most recent and current Terms. You shall not Use the Website and may not accept the Terms if (a) you are not of legal age to form a binding contract with Greenroads, or (b) you are a person barred from receiving the Website under the laws of the United States or other countries including the country in which you are resident or from which you Use the Website.

As part of this continually developing Website, you acknowledge and agree that Greenroads may stop (permanently or temporarily) providing the Website (or any features within the Website) to you or to users generally at Greenroads’ sole discretion, without prior notice to you. You may stop using the Website at any time. You do not need to specifically inform Greenroads when you stop using the Website.

You acknowledge and agree that Greenroads is entitled to disable access to the Website and/or to your account, and you understand that you may be prevented from accessing the Website, your account details or any files or other content that are contained in your account.

You acknowledge and agree that while Greenroads may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Website or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Greenroads at any time, at Greenroads’ discretion.

In order to access the Website, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued Use of the Website. You agree that any registration information you give to Greenroads will always be accurate, correct and up to date.

You agree to Use the Website only for purposes that are permitted by both (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

You agree that you will not engage in any activity that interferes with or disrupts the Website (or the servers and networks which are connected to the Website). Your Use shall not encumber or delay other persons’ use of the Website, and if it does, your Use may be restricted or terminated.

Unless you have been specifically permitted to do so in a separate agreement with Greenroads, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Website, or any portion(s) of Website, for any purpose.

You agree that you are solely responsible for damage caused to Greenroads or any third party resulting in whole or in part from your Use of the Website or from any breach of the Terms. Regardless of whether you believe others are apportionately responsible for such damages, you agree to defend, indemnify and hold harmless Greenroads, its agents and assigns, and any third-party from and against any and all liabilities of every nature, which arise from your Use of the Website, including but not limited to damages, losses, harm, disparagement, costs, claims, penalties, fines, forfeitures, causes of action, or suits and the costs and expenses incident thereto, including costs of defense, negotiation, preparation, settlement and reasonable attorneys’ fees.

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Website. Therefore, you agree that you will be solely responsible to Greenroads for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Greenroads immediately at legal @ greenroads.org.

For information about Greenroads’ data protection practices, please read Greenroads’ Privacy Policy. This policy explains how Greenroads treats your personal information, and protects your privacy, when you Use the Website. You agree to the use of your data in accordance with Greenroads’ Privacy Policy.

All information (such as data files, written text, computer software, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Website is referred to below as the “Content.” This Content is protected by applicable copyright laws, conventions and treaties, and other laws.

You should be aware that Content presented to you as part of the Website may be protected by intellectual property rights which are owned by Greenroads Foundation or third-parties who provide Content to Greenroads (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, reproduce or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Greenroads or by the owners of that Content, in writing. Requests for use of content may be directed to legal @ greenroads.org.

Greenroads reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the Website. There are commercially available services and software to limit access to material that you may find objectionable.

Greenroads shall not be held responsible for anything that is published on the Website or for its Content. You shall not rely upon anything provided on the Website, nor shall you consider anything on this Website to be a benefit to a third-party.

You also agree that you are solely responsible for any Content that you create, transmit or display while using the Website and for the consequences of your actions (including any loss or damage which Greenroads may suffer) by doing so.

Greenroads®, Greenrails™ and Greenports™ are registered and pending trademarks of Greenroads Foundation.

It is Greenroads’ policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. Details of Greenroads’ Trademark Policy can be found in the Policies section of the Website.

You acknowledge and agree that Greenroads (or Greenroads’ licensors) owns all legal right, title and interest in and to the Website, including any intellectual property rights which subsist in the Website (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Website may contain information which is designated confidential by Greenroads and that you shall not disclose such information without Greenroads’ prior written consent.

Unless Greenroads has provided authorization in writing, in accordance with its Trademark Policy, nothing in the Terms gives you a right to display, reproduce or otherwise use any of Greenroads’ trade names, trademarks, certification marks, service marks, logos, domain names, and other distinctive brand features.

If you have been given an explicit right to use any of these brand features in a separate written authorization from Greenroads, then you agree that your use of such features shall be in compliance with that authorization, any applicable provisions of the Terms, and Greenroads’ Trademark Policy, as updated from time to time. These guidelines can be viewed online at the Policies section of the Website.

The limited license set forth in the “Content License from You section” below, describes Greenroads’ right, title or interest in or to any Content that you submit, post, transmit or display on, or through, the Website. You agree that you are responsible for protecting and enforcing your rights to any such Content and that Greenroads has no obligation to do so on your behalf.

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Website.

Unless you have been expressly authorized to do so in writing by Greenroads, you agree that in using the Website, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

Greenroads gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to Use the Website as provided to you by Greenroads. Under this license, you are entitled to download and maintain a single copy of all Content, Policies and other documents, but only for personal use and reference. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Website as provided by Greenroads, in the manner permitted by the Terms.

The intent of the Website is to provide educational resources for the public. You shall Use the Website only for non-proprietary purposes. You shall not alter, change, or replace anything published on the Website. You shall also not rent, sell, exchange, assign or transfer your rights or license provided hereunder, to any other person or entity.

You agree attribute the permission, license and copyright of any Content that you permissibly Use to Greenroads, referencing the source of such Content in the Greenroads Website.

Greenroads may elect to offer Content that is restricted to specific Website users for purposes of delivering products and program services more effectively. Additional product and program terms and conditions may apply. Restricted content is protected through user licenses established for each product and program. User licenses are intended for one individual. There are no group or team licenses for restricted content because access is tied to individual user accounts on the Greenroads Website.

• The Greenroads Rating System online is content restricted only to our members or with purchase of the Greenroads Rating System publication for print. Both are intended as a non-distributable single-user license to the content in the Rating System.
• Organization Membership accounts are restricted to users with email addresses that match approved web domains.
• The Greenroads Academy, hosted through a third-party open source provider, is educational content restricted only to our members at the Activator level or above, or with purchase of an education product or service.
• The Greenroads Project Rating Portal, which includes access to the Greenroads Rating System online, is content restricted only to trusted individuals authorized to participate in a Registered Project and currently holding a valid project user license (a "Project Pass").

You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Website. By submitting, posting or displaying the content you give Greenroads a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Website. This license is for the original purpose of enabling Greenroads to display, distribute and promote the Website and may be expanded as permitted by you.

You agree that this license includes a right for Greenroads to make such Content available to other companies, organizations or individuals with whom Greenroads has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.

You understand that Greenroads, in performing the required technical steps to provide the Website to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Greenroads to take these actions.

You confirm and warrant to Greenroads that you have all the rights, power and authority necessary to grant the above license.

The Terms will continue to apply until terminated by Greenroads as set out below.

Greenroads may at any time, at our own sole discretion and option, terminate its legal agreement with you if: (a) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (b) Greenroads is required to do so by law (for example, where the provision of the Website to you is, or becomes, unlawful); or (c) Greenroads decides to no longer offer the Website to you, for any reason. We may terminate, change, or suspend your Use without notice, at any time, without any liability or responsibility to you or any other third-party.

Nothing in this Section shall affect Greenroads’ rights regarding provisions of services under other agreements between Greenroads and yourself.

When these Terms, or your Use, come to an end, all of the legal rights, obligations and liabilities that you and Greenroads have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed in the Terms shall survive, continue indefinitely, and be unaffected by this cessation. The provisions of the Terms shall continue to apply to such rights, obligations and liabilities indefinitely.

Nothing in these terms, including this section and the section on Limitation of Liability, shall exclude or limit Greenroads’ warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

You expressly understand and agree that your Use of the Website is at your sole risk and that the Website is provided "as is" and “as available.” In particular, Greenroads does not represent or warrant to you that (a) your Use of the Website will meet your requirements, (b) your Use of the Website will be uninterrupted, timely, secure or free from error, (c) any information obtained by you as a result of your Use of the Website will be accurate or reliable, (d) that defects in the operation or functionality of any software provided to you as part of the Website will be corrected, and (e) that you the resources and Content provided will always be available.

Any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from Greenroads or through or from the Website shall create any warranty not expressly stated in the terms.

Greenroads further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

Subject to overall provision in the Exclusion of Warranties section, you expressly understand and agree that Greenroads You agree that Greenroads, its contractors, agents or assigns SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES, LEGAL COSTS, LOST PROFITS, LOST COLLECTIONS, LOST OR ELAPSED RIGHTS, OR ANY OTHER LOST BENEFIT OR ADVANTAGE THAT IN ANY WAY IS DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE WEBSITE, GREENROAD’S SERVICES, INFORMATION, CONTENT, OR PERFORMANCE, REGARDLESS OF ANY NEGLIGENCE, WHETHER MINOR OR GROSS, by Greenroads, its agents or assigns, including but not limited to loss or damage as a result of: (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Website; (ii) any changes which Greenroads may make to the Website, or for any permanent or temporary cessation in the provision of the Website (or any features within the Website); (iii) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your Use of the Website; (iii) your failure to provide Greenroads with accurate account information; (iv) your failure to keep your password or account details secure and confidential.

The limitations on Greenroads’ liability to you in the preceding paragraph shall apply whether or not Greenroads has been advised of or should have been aware of the possibility of any such losses arising.

You are also required to indemnify, hold harmless and defend Greenroads, as earlier stated in these Terms. Greenroads’ right to indemnification is an additional right and does not limit or exclude other remedies such that Greenroads shall have any and all rights granted by these Terms or law. Your duty to defend Greenroads and duty to indemnify and hold harmless any third-parties are separate and independent obligations, but cumulative, and the duty to defend arises immediately upon notice that any type of demand or claim has been made against Greenroads. Greenroads shall be entitled to select its own legal counsel and you shall remain liable for the full cost of those fees and legal costs, which Greenroads is entitled to under these Terms.

The Website, including the Greenroads Rating System, may include hyperlinks to other web sites or content or resources. Greenroads may have no control over any web sites or resources which are provided by companies or persons other than Greenroads.

You acknowledge and agree that Greenroads is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

You acknowledge and agree that Greenroads is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Greenroads may make changes to the Terms from time to time. When these changes are made, Greenroads will make a new copy of the Universal Terms available on this page. Any new Additional Terms may be distributed to you, or published elsewhere on the Website.

You understand and agree that if you Use the Website after the date on which the Universal Terms or Additional Terms have changed, Greenroads will treat your Use as acceptance of the updated and current Universal Terms or Additional Terms.

Prior to filing any claim or cause of action, you are required to provide us with thirty (30) days written notice and an opportunity to cure your loss or damage. If you are unsatisfied with Greenroads’ response to your written claim, you may file a legal action. Any and all claims or causes of action arising out of or related to your Use of the Website, or related to or arising out of the Terms, shall be filed within ninety (90) days after such claim or cause of action arose. Failure to properly file a claim with the appropriate court listed in these Terms, within the ninety (90) day claims period above, shall bar your right to bring a claim and constitute a waiver of such rights and claims.

The Terms constitute the whole legal agreement between you and Greenroads, governing your Use of the Website (though you may have additional agreements with Greenroads relative to services provided to you), and completely replace any prior agreements between you and Greenroads in relation to the Website. Any and all statements and representations not stated in these Terms shall be excluded.

You agree that Greenroads may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Website. In fact, Greenroads prefers electronic mail for all communications. Be cautious with your e-mail transmissions and do not disclose sensitive personal information. Be certain to keep an updated e-mail address on account with Greenroads, as e-mail may be used by Greenroads as a sole source of notices to you.

You agree that if Greenroads does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Greenroads has the benefit of under any applicable law), this will not be taken to be a formal waiver of Greenroads’ rights and that those rights or remedies will still be available to Greenroads.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed to the narrowest extent possible from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

The Terms, and your relationship with Greenroads under the Terms, shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You and Greenroads agree to submit to the exclusive jurisdiction of the courts located within King County, Washington to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Greenroads shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction, if necessary. Greenroads has the sole right to compel arbitration of any legal action filed by you. If Greenroads invokes this right, the dispute shall be submitted to JAMS, Inc., Seattle, Washington. Greenroads must invoke this right no later than ninety (90) days from the date of filing.