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Welcome to ZeroPact Services (defined below). If you (i) are visiting ZeroPact’s website located at www.firebrick-tiger-700776.hostingersite.com (the “Site”) or (ii) if you have downloaded and/or embedded our proprietary e-commerce plugin, application programming interface, or related software for online merchants (collectively, the “Services”), then please read these Merchant Terms of Service (these “Terms”) carefully because they govern your use of such Services. To make these Terms easier to read, the terms “ZeroPact,” “we,” “our,” and “us” include ZeroPact, Inc., and the terms “you” and “your” refer to you and any organization that you are acting on behalf of in signing up for a subscription to the Services.
“Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) you and your Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services and their component features and functionalities, in each case in anonymized form.
“Authorized User” means any employee or contractor that (i) you authorize to Use the Services for purposes of operating and maintaining the Services; and (ii) signs up for an account to Use the Services in accordance with ZeroPact’s then-current account registration procedures.
“End User” means an end-user consumer of your products.
“Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
“Other Services Agreement” means a separate, duly-executed agreement between you and ZeroPact granting you the right to access and/or use the Services, as applicable.
“Use” means to use, access and/or operate the Services in accordance with these Terms and any instructions provided to you by ZeroPact.
“Services” shall have the meaning set forth in Section 2(a) below.
“Your Data” means all information, data, and other content, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you, or any Authorized User to ZeroPact in connection with your and your Authorized Users’ use of the Services.
Subject to the terms and conditions of these Terms, ZeroPact hereby grants you a worldwide, non-exclusive, non-transferable (except in compliance with Section 15(f)), non-sublicensable right to Use the Services; provided that you (i) sign up for an account to Use the Services in accordance with ZeroPact’s then-current account registration procedures; and (ii) strictly comply with the restrictions set forth in Section 2(c). You have the right to permit Authorized Users to Use the Services on your behalf in accordance with these Terms; provided, however, that you will remain fully and directly liable to ZeroPact for any and all use of the Services by Authorized Users as if such Use was by you yourself under these Terms.
You will not use the Services for any purposes beyond the scope of the rights granted in these Terms. You will not (and will not attempt to) at any time, directly or indirectly, and will not permit any Person (including, without limitation, your Authorized Users) to: (i) modify or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) sell, resell, rent or lease the use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for your benefit in accordance with these Terms; (iv) use the Services to store, transmit or post any infringing, libelous or otherwise unlawful or tortious material or any data for which you do not have the necessary consents or rights to provide via the Services; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vi) access or search the Services through the use of any engine, software, tool, agent, device or mechanism other than software or Services features provided by ZeroPact; or (vii) use the Services or any of ZeroPact’s Confidential Information for benchmarking or competitive analysis.
Nothing in these Terms or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the Services (or any intellectual property rights therein), other than as expressly set forth in these Terms. As between the Parties, ZeroPact will exclusively own all right, title and interest in and to the Services and all improvements, modifications or derivative works thereof. All intellectual property rights created in any such improvements, modifications and derivative works of the Services will vest solely in ZeroPact upon creation.
You (or the End User, if mutually agreed by you and us) will pay ZeroPact all fees charged by ZeroPact as provided by ZeroPact to you in connection with your carbon offset transaction (“Fees”) as follows: (i) the amounts charged for the purchase by ZeroPact of applicable carbon offsets (“Carbon Offset Purchase Amount”), (ii) the transaction fees (i.e., which will range between $0.03 – $0.15 as solely determined by ZeroPact based on the market or the structure of fee coverage) we charge for the use of the Services (“Transaction Fees”), and (iii) any brokerage-related transaction fees which we pass on to you or the End User. We will use our commercially reasonable efforts to provide you a good-faith estimate of the Fees in advance, upon your reasonable written request. All Fees are non-refundable and payable in U.S. dollars or any other currency that may be communicated to you by us. Any and all Fees hereunder that are not paid to ZeroPact when due will accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is greater.
ZeroPact rewards benefits are only available to active ZeroPact customers and cannot be accessed or used without ZeroPact live on a customers site. For current ZeroPact customers, Benefits not used within 12 months will expire.
From time to time in connection with these Terms, we may disclose or make available to you or your Authorized Users information about our business affairs, products, customers, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the you at the time of disclosure; (c) rightfully obtained by you on a non-confidential basis from a third party; or (d) independently developed by you. You shall not use, transfer or disclose our Confidential Information to any person or entity, except to your employees, directors, officers, members, consultants, contractors, attorneys, advisors and agents who have a need to know the Confidential Information. On the expiration or termination of these Terms, you shall, at ZeroPact’s option, either (A) promptly return to us all copies of our Confidential Information, or (B) destroy all such copies and certify in writing to ZeroPact that such Confidential Information has been destroyed. Your obligations of non-disclosure with respect to any of our Confidential Information will expire five years from the date such Confidential Information was first disclosed to you.
You hereby acknowledge that you have reviewed and agreed to ZeroPact’s Privacy Policy at https://firebrick-tiger-700776.hostingersite.com/privacy/ (“Privacy Policy”). Such policies are hereby incorporated into and are hereby deemed a part of these Terms, binding upon you and your Authorized Users with respect to your and their Use of the Services in connection with these Terms.
From time-to-time you or your Authorized Users may provide ZeroPact with suggestions, comments and feedback with regard to the Services (collectively, “Feedback”). You, on behalf of yourself and your Authorized Users, hereby grant ZeroPact a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with ZeroPact’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.
As between you and ZeroPact and except as set forth in Section 8(b), you will own and retain all right, title and interest in and to all Your Data.
You hereby grant ZeroPact (i) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify and make derivative works of Your Data in connection with ZeroPact’s business purposes, including the hosting, operation, improvement and provision of the Services and ZeroPact’s other products and services, during the Term; and (ii) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, reproduce, distribute, display, perform, modify, make derivative works of and otherwise exploit all Aggregate Data in connection ZeroPact’s business purposes.
You hereby represent, warrant and covenant to ZeroPact that you have obtained and will obtain all necessary consents with respect to any and all of Your Data hosted, collected, stored or transmitted through the Services.
Each party hereby represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Terms and (b) the execution, delivery and performance of these Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.
Notwithstanding the above, ZeroPact’s obligations will not apply if the underlying third-party claim arises from (i) your breach of these Terms, negligence, willful misconduct or fraud; (ii) modifications to the Services by anyone other than ZeroPact; or (iii) combinations of the Services with software, data or materials not provided by ZeroPact.
If ZeroPact reasonably believes the Services could infringe any third party’s intellectual property rights, ZeroPact may, at its sole option and expense: (i) procure the right for you to continue using the Services; or (ii) replace the Services with a non-infringing alternative. If the foregoing remedies are not available on commercially reasonable terms, then ZeroPact may suspend or terminate your use of the Services.
You will defend and pay all damages finally awarded against ZeroPact with respect to any claim brought by a third party arising from: (i) any of Your Data stored; (ii) your access to, use of, or any statements made in connection with, the Services; (iii) the manufacture, sale, return, exchange, distribution, advertising, or marketing of your products or services; and (iv) a breach of the use restrictions.
The party seeking defense and indemnity will promptly notify the other party of any and all such claims and will reasonably cooperate with the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim.
SERVICES DISCLAIMER AND LIMITATION OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND ZEROPACT MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS OR TO ANY OTHER PERSON REGARDING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZEROPACT HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
CARBON OFFSET CALCULATION AND BENEFITS DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, ZEROPACT MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO OR IN CONNECTION WITH ANY CARBON OFFSET AMOUNTS, ASSOCIATED ENVIRONMENTAL OR OTHER BENEFITS, OR TO THE ACCURACY OR INTEGRITY OF ZEROPACT’S CALCULATION OF ANY CARBON OFFSETS. ALL CARBON OFFSET EMISSIONS CALCULATIONS ARE ESTIMATES ONLY.
CARBON OFFSET PURCHASE TIMING DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ZEROPACT MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE TIMING OF ITS PURCHASE OR PROCUREMENT OF ANY CARBON OFFSETS OR ASSOCIATED CREDITS. ZEROPACT MAY, IN ITS DISCRETION, OBTAIN APPLICABLE CARBON OFFSETS IN THE FUTURE, BUT NOT MORE THAN TWO (2) YEARS FROM YOUR PURCHASE.
CARBON OFFSET PROGRAM/PROJECT DISCLAIMER. ZEROPACT MAY, IN ITS DISCRETION, SELECT OR CHANGE THE PROJECT OR PROGRAM FROM WHICH IT OBTAINS CARBON OFFSET CREDITS, WHICH MAY VARY FROM ANY SUCH PROJECTS OR PROGRAMS REQUESTED BY YOU.
EXCLUSION OF DAMAGES. IN NO EVENT WILL ZEROPACT BE LIABLE TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PROVISION OF THE SERVICES.
TOTAL LIABILITY. IN NO EVENT WILL ZEROPACT’S TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNTS ACTUALLY RECEIVED AND RETAINED THEREAFTER BY ZEROPACT IN THE THREE (3) MONTHS PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO SUCH LIABILITY.
Term. The term of these Terms begins on the Effective Date and, unless terminated earlier pursuant to these Terms, will continue in effect until (i) any Other Services Agreement terminates or expires, or otherwise (ii) until these Terms are terminated in accordance herewith or you remove all Services from your systems and cease access and use thereof.
Termination. Without limiting any right or remedy available to either party, either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured ten (10) days after the non-breaching party provides written notice of such breach. Additionally, ZeroPact may suspend access to the Services or terminate these Terms at any time with written notice to you.
Survival. This Section 13(c) and Sections 1, 2(c), 2(d), 3, 4, 5, 7, 8, 10, 11, 12 and 15 survive any termination or expiration of these Terms.
You hereby grant ZeroPact a limited, non-exclusive, irrevocable, royalty-free license to use and display your name, designated trademarks and associated logos (“Your Marks”) during the Term in connection with (i) the hosting, operation and maintenance of the Services; and (ii) ZeroPact’s marketing and promotional efforts for its products and services, including by publicly naming you as a customer. All goodwill and improved reputation generated by ZeroPact’s use of Your Marks inures to your sole and exclusive benefit.
In connection with your access to and use of the Services, you agree to include limited “co-branding” with ZeroPact on your e-commerce website and all subpages with which the Services will be integrated (“Supported Webpages”), by stating such Supported Webpages are “powered by ZeroPact” or such other co-branding as mutually agreed to by the parties in writing.
Entire Agreement. These Terms, together with any Other Services Agreement, order forms, or other documents incorporated herein by reference, are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements.
Non-Disparagement. During the term of these Terms and for one (1) year thereafter, you will not do any act, make or publish any statement, or take any action whatsoever which may harm, disparage, or denigrate ZeroPact, its reputation, or its public image.
Non-Solicitation. During the term of these Terms and for one (1) year thereafter, you will not directly or indirectly (a) solicit to hire or hire any employee or contractor of ZeroPact, or (b) solicit the services of any employee or contractor of ZeroPact.
Notices. We may provide notices to you by posting them on the Site, by providing electronic notification via the Services, or by email to the address associated with your account. You may provide notices to us via email at support@firebrick-tiger-700776.hostingersite.com.
Waiver. Either party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.
Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.
Governing Law; Jurisdiction. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions.
Dispute Resolution. These Terms shall be governed in all respects by the laws of the State of Delaware. Any dispute arising out of or in connection with these Terms shall be finally settled by binding arbitration in New Castle County, Delaware, U.S.A. under the Rules of Arbitration of the American Arbitration Association (“AAA”).
Assignment. You may not assign these Terms without ZeroPact’s prior written consent, and any assignment without consent shall be void.
Equitable Relief. Each party hereby agrees that any breach of these Terms may cause such other party to incur irreparable harm and significant injury. Accordingly, each party agrees that the non-breaching party will have the right to seek specific performance, injunction or other appropriate equitable relief.
No Third-Party Beneficiaries. Unless otherwise expressly provided, no provisions of these Terms are intended or will be construed to confer upon or give to any person or entity, other than the parties, any rights, remedies or other benefits.
