PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF USE (“TOU”) FOR THE NET-ZERO DATA PUBLIC UTILITY WEBSITE (the “Website”) BEFORE USING THIS WEBSITE. By continuing to access, link to, or use this Website, including but not limited to text, content, photographs, video, audio and graphics, services and goods (the “Service”), you signify your acceptance of the TOU. The Net-Zero Data Public Utility (“NZDPU” or “we” or “us”) reserves the right to modify the TOU at any time, and such modifications shall be effective immediately. Please continue to review the TOU whenever accessing, linking to, or using this Website. Your access, link to, or use of the Website, or any service on this Website, after the posting of modifications to the TOU will constitute your acceptance of the TOU, as modified. If, at any time, you do not wish to accept the TOU, you may not access, link to, or use this Website.
1. USE AND RESTRICTIONS:
(a) References to “you” mean the user of the Service individually and, if applicable, any entity by which you are employed and for which you are acting as an agent (your “Employer”). You represent, warrant and covenant that you are authorized by your Employer to use the Service.
(b) You acquire no rights or licenses in or to the Service or materials contained within the Service other than the limited right to access and use the Service in accordance with the TOU.
(c) You represent, warrant and covenant that you are (i) at least eighteen (18) years old or the age of majority in your jurisdiction, whichever is older; and (ii) shall use the Service only as set forth in this TOU. If you are not the age of majority in your jurisdiction, you may only use the Services if your parent or guardian consents to your use of the Services, assumes the obligations provided in the TOU, and assumes full responsibility for your use of the Services. You agree to comply with any other applicable terms and conditions of use set forth on the Service. When using the Service, you shall not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity. This Website is controlled and operated from within the United States. We do not represent that materials in the Service are appropriate or available for use in any particular location. Those who choose to access the Service do so on their own initiative and are responsible for compliance with all applicable laws.
(d) You may not use the Service for any illegal purpose, to facilitate the violation of any law or regulation, or in a manner inconsistent with this TOU. You agree to use the Service solely for non-commercial purposes. You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, download, or in any way exploit any part of the Service, except as set forth in the TOU or as explicitly specified in the Service. You may download material from the Service and/or make a reasonable number of copies of material from the Service for non-commercial purposes, provided that you retain all copyright and other proprietary notices. The Service and the information contained therein may not be used to construct a database of any kind.
(e) You may not access, monitor or copy any content or information on the Service using any robot, spider, scraper, web crawler or other automated means or any similar manual process. You may not violate the restrictions in any robot exclusion headers on the Service, if any, or bypass or circumvent other measures employed to prevent or limit access to the Service. You may not violate the security of the Service or attempt to gain unauthorized access to the Service or computer systems or networks connected to the Service through any means.
(f) You may not use the Service or the information contained therein in unsolicited mailings or spam material or send spam or unsolicited mailings through the Service. You may not use any of NZDPU’s, its affiliates’ or its licensors’ trademarks, service marks, trade names, copyrights or logos in unsolicited mailings or spam material. You may use the sharing functions solely to inform others about content on this Website, and you shall immediately cease using these functions with regard to recipients who have requested not to receive such information. When using the Service, you shall remain friendly and civil and treat all users and recipients with respect and sincerity.
When using the Service, you shall not send, submit, upload, post or other otherwise make available any material that: (a) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (b) is unlawful, harassing, libelous, offensive, obscene, hateful, pornographic, deceptive, or racially, ethnically or otherwise objectionable; (c) contains any commercial or solicitation information; or (d) contains software viruses, worms or any other harmful, invasive, or corrupted files, including but not limited to those designed to interrupt, destroy or limit the functionality of any computer.
If you upload or post to the Service material, including, without limitation, photographs, information, text, or other materials (each a “Submission” and collectively, the “Submissions”), you hereby grant NZDPU and its affiliates, partners and representatives a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to reproduce, modify, translate, create derivative works from, distribute, publish and display the Submission, in whole or in part, throughout the world in any form or media now known or hereafter developed, on the Service, in research reports or newsletters or otherwise to promote or publicize the NZDPU, or the purposes of addressing challenges and promoting solutions relating to the NZDPU, without notice or attribution to you or making any payment whatsoever, and you acknowledge that NZDPU has no obligation to use your Submission. You grant NZDPU and its affiliates, partners, representatives, and sublicensees the right to use any names, voices, and/or likenesses and all intellectual property and other proprietary rights included in the Submissions. However, it is understood that other materials you submit to the Service, including personal contact information, will not be disclosed to the public in connection with promoting or publicizing the NZDPU.
You represent and warrant that you own or otherwise control all of the rights to your Submissions, and that you have a valid and enforceable license from all creators of such materials, including all persons identified in your Submission, to use and sublicense such materials herein; that the Submission is truthful and accurate; and that use of the material you supply does not violate the TOU and will not cause injury to any person or entity. You hereby agree to indemnify NZDPU and its partners, affiliates and licensors and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors, and assigns for all claims resulting from the Submission. You hereby waive all copyright, trademark, right of publicity or privacy, and all other claims or causes of action against NZDPU and its partners, affiliates and licensors and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors, and assigns. NZDPU takes no responsibility and assumes no liability for any Submission by you or any third party. You agree that you shall not be entitled for any reason to terminate or rescind this license and release, nor to enjoin, restrain or otherwise impair the exercise of any rights and privileges granted hereunder.
NZDPU retains the right to review, edit, or delete any material submitted that NZDPU, in its sole discretion, deems illegal, offensive, abusive, in violation of the TOU, or otherwise inappropriate or unacceptable.
3. INTELLECTUAL PROPERTY:
The Service is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under copyright and other laws and treaties. All individual articles, columns and other elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service has been developed, selected and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property. You agree to protect the proprietary rights of NZDPU and all others having rights in the Service during and after the term of the TOU and to comply with all reasonable written requests made by us or our partners, licensors and owners of content, copyrights or trademarks to protect contractual, statutory and common law rights in the Service. You agree to notify us in writing at firstname.lastname@example.org promptly upon becoming aware of any unauthorized access or use of the Service or of any claim that the Service infringes any copyright, trademark or other contractual, statutory or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, including rights in and to all applications and registrations relating to the Service (the “Intellectual Property Rights”), shall, as between you and NZDPU, at all times remain the exclusive property of NZDPU or our licensors. All rights in and title to the Service are reserved to NZDPU.
4. ACCOUNT REGISTRATION (if applicable):
(a) You are fully responsible for your usage of the Service. Access to the Service may not be used in any manner that is inconsistent with the TOU.
(b) Security. You agree: (i) immediately to notify us at email@example.com of any known or suspected unauthorized use(s) of the Service, or any known or suspected breach of security related to the Service, including but not limited to, loss, theft or unauthorized disclosure of your login; and (ii) properly to exit the Service at the end of each session. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PERSON OR ENTITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THESE REQUIREMENTS. If a device on which you have accessed the Service is sold or transferred to another party, you agree to delete all cookies and software files obtained by or through use of the Service that are stored on such device prior to such sale or transfer. Notwithstanding anything else herein, we reserve the right to pursue any and all claims against you and any person or entity using your login. We may require you to change your login. We reserve the right to suspend your account.
(c) We reserve the right periodically to audit and monitor (physically or electronically) the use of the Service to ensure compliance with the TOU and to maintain and improve the provision of the Service.
5. LINKING AND FRAMING:
You may not link to this Website any website containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names or material or information that violates any applicable intellectual property, proprietary, privacy or publicity rights. If you link to this Website, you may not portray any person or subject in a false or misleading light. In addition, you may not imply that we, our partners, affiliates or licensors endorse your products or services. Any violation of this provision may, in our discretion, result in termination of your access to and use of this Website effective immediately.
6. DISCLAIMER OF WARRANTIES/LIMITATIONS ON LIABILITY:
YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT ALL INFORMATION CONTAINED IN THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT WE MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON- INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
We do not warrant that the Service is compatible with your equipment or that the Service, or email sent by us or our representatives, will be free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive or corrupted files, and we will not be liable for any damage you may suffer as a result of such destructive features. You agree that we and our partners, affiliates and licensors and our respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors and assigns shall have no responsibility or liability for any: (i) injury or damages, whether caused by our negligence or otherwise in connection with the Service; (ii) lost profits, punitive, incidental or consequential damages, or any claim against us; or (ii) fault, inaccuracy, omission, delay or other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment.
The content of other websites, services, goods or advertisements that may be linked to or from the Service is not maintained or controlled by us. We are not responsible for the availability, content or accuracy of other websites, services or goods that may be linked to or from the Service. We do not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services or goods, that may be linked to or from the Service; or (c) make any endorsement, express or implied, of any other websites, services or goods, that are linked to or from the Service. Any statements, opinions or other information made available by third parties, including users, are solely those of the respective author(s) or distributor(s).
We are not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media and equipment you use to access the Service. You understand that we and/or our licensors may choose at any time to inhibit or prohibit content from being accessed under the TOU. You agree that your use of the Service will not guarantee any result. We and our partners, affiliates and licensors and our respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors and assigns shall not, directly or indirectly, be liable to you or any other person for any: (x) inaccuracies or errors in or omissions from the Service; (y) delays, errors, or interruptions in the transmission or delivery of the Service; or (z) any nonperformance.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE AND OUR PARTNERS, AFFILIATES OR LICENSORS OR OUR RESPECTIVE OWNERS, MEMBERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNEES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF WE HAVE BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TOU, PROVIDED, HOWEVER, THAT APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
In the event you have a dispute with one or more users of the Website, you hereby release us and our partners, affiliates and licensors and our respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors and assignees from any claims, damages, liabilities, costs or expenses, including reasonable attorneys’ and experts’ fees (collectively “Claims”), arising out of or in connection with such dispute.
You agree, at your own expense, to indemnify, defend and hold us and our partners, affiliates and licensors and our respective owners, members, agents, directors, officers, employees, representatives, successors and assigns against all Claims arising out of or in connection with the Service, or any links on the Service, including, but not limited: (i) breach or violation of the TOU by you or someone using your login (if applicable) or computer; (ii) material entered into or transmitted through the Service with the use of your login or computer; (iii) your or someone else’s use of your login or computer; (iv) a claim that any use of the Service by you or someone using your computer infringes any Intellectual Property Right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; or (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your login or computer. You agree to pay any and all costs, damages and expenses awarded against or otherwise incurred by us in connection with any Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense and will reimburse our reasonable attorneys’ fees and costs.
9. TERM AND TERMINATION:
(a) You may terminate the TOU with or without cause and at any time by discontinuing your use of the Service and destroying all materials obtained from the Service.
(b) We shall have the right immediately to terminate the TOU in the event of any breach by you of the TOU. We may discontinue the Service, or change its availability to you, at any time in our sole discretion. You accept that we have the right to change the content or technical specifications of any aspect of the Service at any time in our sole discretion, and that such changes may result in your being unable to access the Service.
(c) We shall not be liable to you or any third party for the termination or suspension of the Service, or any Claims related to the termination or suspension of the Service. Upon termination of the TOU by you or us, you must discontinue your use of the Service and promptly destroy all materials obtained from the Service and any copies thereof.
10. GOVERNING LAW:
The TOU shall be governed and construed in accordance with the laws of the United States of America and the State of New York, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Service or to the interpretation or breach of the TOU and hereby waive any objection to the propriety or convenience of venue is such courts.
11. ELECTRONIC COMMUNICATIONS:
When you use the Service and when you communicate with us electronically, you consent to receive communications from us electronically and electronically to sign documents. You agree that all notices, disclosures and other communications we provide to you electronically will satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. You are responsible for retaining a copy of any agreement or document you sign electronically, including through this Website.
You may not assign or transfer the TOU or the rights hereunder, including but not limited to, the limited right for you to access and use the Service in accordance with the TOU. We may assign the TOU to any third party. You acknowledge and agree that we may delegate certain of our responsibilities, obligations, and duties under or in connection with the TOU to any third party, which may discharge those responsibilities, obligations, and duties on our behalf.
13. PARTIES/THIRD-PARTY BENEFICIARIES:
You recognize that we and our partners, affiliates and licensors each have rights with respect to the Service, including the information and other items we have provided through the Service. The TOU shall be for our benefit of the benefit of our partners, affiliates and licensors and our respective affiliates, successors, assigns, officers, directors, employees, and representatives.
You may not use any of the trademarks, service marks, trade names, copyrights or logos of NZDPU or our partners, affiliates or licensors in any manner that creates the impression that such items (i) belong to or are associated with you or indicate our sponsorship or approval; or (ii) except as otherwise provided herein, are used with our consent, and you acknowledge that you have no ownership rights in any such intellectual property.
The TOU and any other terms and conditions set forth on the Service constitute the entire agreement between you and us and govern your use of the Service. The section titles in the TOU are solely for convenience and have no legal significance. Our failure to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOU will remain in force. Sections 2, 3, 6, 7, 9, 10, 11, 13 and 15 of the TOU shall survive termination or expiration of the TOU.
COPYRIGHT AGENT FOR COPYRIGHT INFRINGEMENT CLAIMS (DIGITAL MILLENNIUM COPYRIGHT ACT):
The designated agent to receive notification of claimed infringement under Title II of the Digital Millennium Copyright Act is:
Paul Ramundo, 731 Lexington Avenue, New York, NY 10022 USA, telephone +1 (212) 318-2000, e-mail: firstname.lastname@example.org