Terms of service

Terms of Service

These Terms of Service, including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between seller of the goods and services being purchased through the Order Form and any affiliated entities (collectively, “Licensor”) and the person or entity identified on the Order Form as the purchaser of products and licensee of the Software (“Licensee”).

In addition, you agree to our Messaging Terms (https://terms.pscr.pt/legal/shop/forest-project/terms_of_service) and Messaging Privacy Policy (https://terms.pscr.pt/legal/shop/forest-project/privacy_policy).

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON OR CHECKING THE “ACCEPT” BOX ON THE ORDER FORM LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) LICENSEE IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, LICENSEE HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND LICENSEE MUST NOT USE OR OTHERWISE ACCESS THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF SOFTWARE CONTROLLE BY LICENSEE.

  1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

“Authorized Users” means solely those individuals authorized to use the Software pursuant to the license granted under this Agreement, as set forth on the Order Form.

“Documentation” means any user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the operation, use, or technical specifications of the Software, to the extent applicable.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Licensee” has the meaning set forth in the preamble.

“Licensor” has the meaning set forth in the preamble.

“Order Form” means the order form filled out and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee’s purchase of goods from Licensor and grant of the limited license for the Software granted under this Agreement.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Software” means the TreeTracker software program owned by EcoMatcher Ltd. (“EcoMatcher”) and available on Licensor’s Internet websites from time to time via one or more unique access code(s) (“Access Codes”) provided to Licensee in connection with the purchase of goods from Licensor.

“Term” has the meaning set forth in Section 10.

“Third Party” means any Person other than Licensee or Licensor.

  1. License Grant and Scope. Subject to and conditioned upon Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Software and, if applicable, Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee’s Authorized Users, to:
    • Use and access the Software on computers and/or mobile devices, to the extent the Software is made available for use on mobile devices, owned or leased, and controlled by, Licensee. Each such computer and mobile device shall be for a single Authorized User. Licensee does not have the right to make copies of the Software or any images thereon. All copies of the Software made by the Licensee or images thereon:
      • will be the exclusive property of the Licensor or EcoMatcher, as applicable;
      • will be subject to the terms and conditions of this Agreement; and
      • must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
    • To the extent any Documentation is provided to Licensee, Licensee shall not make any copies of the Documentation. All copies of the Documentation made by Licensee:
      • will be the exclusive property of Licensor or EcoMatcher, as applicable;
      • will be subject to the terms and conditions of this Agreement; and
      • must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
  1. Third-Party Materials. The Software includes software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor, including by EcoMatcher, and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). A list of all materials included in the Software and provided under Third-Party Licenses with Licensor is set forth on Schedule A to this Agreement, and the applicable Third-Party Licenses are accessible via links therefrom. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.
  2. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
    • use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 2;
    • provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation;
    • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
    • combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
    • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
    • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
    • except as expressly set forth in Section 2(a) and Section 2(b), copy the Software or Documentation, in whole or in part;
    • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
    • use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:
      • power generation systems;
      • aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;
      • safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and
      • military or aerospace applications, weapons systems, or environments;
    • use the Software or Documentation in violation of any law, regulation, or rule; or
    • use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor’s or EcoMatcher’s commercial disadvantage.
  3. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
  4. Maintenance and Support.
    • Subject to Section 6(b), the license granted hereunder entitles Licensee to only the same support for the Software and service levels for the Software as is available to Licensor pursuant to the Third-Party Licenses and no more. For clarity, if Licensor’s access to the Software, Documentation or support therefor from any third-party licensors such as EcoMatcher under any Third-Party Licensors expires following the purchase by Licensee pursuant to the Order Form, Licensee acknowledges and agrees that Licensee’s access to the Software, Documentation and support may be terminated as well, and that Licensor shall not be liable or responsible for any such termination.
    • Licensor has no obligation to provide maintenance and support services, including updates:
      • for any but the most current or immediately preceding version or release of the Software that has been made available to Licensor pursuant to any Third-Party Licenses;
      • if Licensee is in breach under this Agreement; or
      • for any Software that has been modified other than by or with the authorization of Licensor, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation or expressly authorized by Licensor in writing.
  1. Collection and Use of Information.
    • Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties including licensor parties pursuant to any Third-Party Licenses, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through:
      • the provision of maintenance and support services; and]
      • security measures included in the Software as described in this Agreement.
    • Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software by Licensee or on Licensee’s equipment, including but not limited to:
      • improving the performance of the Software or developing updates; and
      • verifying Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including all Intellectual Property Rights in and to the Software.
  1. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation, images or other rights in the underlying trees or products viewed under the Software pursuant to this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
  2. Payment. The total consideration payable for Licensee’s access to the Software and Documentation is set forth in the Order Form in connection with Licensee’s payment to Licensor or its affiliated parties for the purchase of one or more wearable goods.
  3. Term and Termination.
    • This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein (the “Term”).
    • Licensee may terminate this Agreement by permanently ceasing to use and destroying all copies of the Software and Documentation.
    • Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after Licensor provides written notice thereof.
    • This Agreement will automatically terminate if Licensor permanently has its access to the Software and Documentation terminated by EcoMatcher whether pursuant to the termination of Licensor’s agreement with EcoMatcher, EcoMatcher’s bankruptcy or insolvency, EcoMatcher being prevented from licensing the Software to third parties such as Licensor, or otherwise, provided that this Agreement shall automatically be revived without further amendment or agreement of the parties if Licensor reacquires access to the Software and Documentation following such termination by EcoMatcher.
    • Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
    • Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Software and Documentation.
  4. Warranty Disclaimer.
    • THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. FOR CLARITY, LICENSEE HEREBY ACKNOWLEDGES THAT THE SOFTWARE MAY NOT ALLOW LICENSEE TO VIEW ACTUAL IMAGES OF THE LICENSEE’S TREE(S) ONCE PLANTED AND ANY IMAGES OF SUCH TREE(S) MAY BE STOCK IMAGES, EVEN IF STATED OTHERWISE IN ANY THIRD-PARTY LICENSES.
  5. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
    • IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THE ORDER FORM FOR THE GOODS PURCHASED FROM LICENSOR GIVING RISE TO THE ACCESS TO THE SOFTWARE. IF LICENSEE PURCHASES MULTIPLE ITEMS FROM LICENSOR, ONLY SUCH ITEMS PURCHASED THAT EXPRESSLY PROVIDE THAT LICENSEE SHALL HAVE ACCESS TO THE SOFTWARE IN CONNECTION WITH SUCH PURCHASE SHALL COUNT TOWARDS THE AGGREGATE LIABILITY OF LICENSOR HEREUNDER.
    • THE LIMITATIONS SET FORTH IN SECTION 12(a) AND SECTION 12(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
  6. Export Regulation. The Software and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the US.
  7. US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
  8. Miscellaneous.
    • Licensor and Licensee shall attempt to settle all matters arising out of or relating to this Agreement (each, a “Dispute”) If Licensor and Licensee do not resolve any Dispute by informal negotiation, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration governed by the United States Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., and the substantive laws of the State of Delaware (without regard to choice of laws principles). Except as expressly provided below, Licensee acknowledges that he or she is giving up the right to litigate (or participate in litigation as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right to judicial review under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award. The arbitration requirement of this Section 15(a) is subject to the following exceptions:
      • Licensee may litigate any Dispute in small claims court, in the county or other similar political subdivision in which Licensee resides, if the Dispute meets all requirements to be heard in the small claims court. If Licensee initiates a claim in small claims court, Licensee shall be responsible for all court costs and fees.
      • All Disputes concerning any alleged misappropriation of Licensee’s, Licensor’s or any third party’s (such as EcoMatcher) intellectual property will be resolved in court.
    • Any arbitration will be administered by the American Arbitration Association (the “AAA”) in accordance with the AAA’s “Consumer Arbitration Rules” effective September 1, 2014, including the “Costs of Arbitration (Including AAA Administrative Fees)” effective September 1, 2014 (collectively, the “Consumer Procedures”) and will be subject to the following:
      • The Consumer Procedures provide for certain fees, specifically allocating some to the consumer (i.e., Licensee) and others to the business (i.e., Licensor). If Licensee’s claim is US$75,000 or less, Licensor will pay all of those specified fees and costs, including those allocated to the consumer. Licensor does not agree to bear any other costs. If Licensee’s claim is more than US$75,000, the Consumer Procedures will govern payment.
      • Except as provided in below, the AAA’s Consumer Procedures will be applied to any Dispute between the parties. However, pursuant to Consumer Arbitration Rule R-1(e), a party may raise the proper application of the Consumer Arbitration Rules to an arbitrator for a final decision. This Agreement governs to the extent it conflicts with the Consumer Procedures. Licensee will commence arbitration only in the county or other similar political subdivision in which Licensee resides. The arbitration proceedings will be conducted by conference call. However, if the proceedings are conducted pursuant to the AAA Consumer Procedures, the arbitrator(s) will have the discretionary authority to require a face-to-face hearing upon the request of a party.
      • Licensee and Licensor agree that the use of the AAA to administer arbitration is not integral to the parties’ agreement to arbitrate Disputes. If the AAA will not or cannot conduct an arbitration, Licensee and Licensor will negotiate in good faith to agree on a sole arbitrator who will resolve the Dispute as provided in the Consumer Procedures. If the parties cannot agree on an arbitrator, a court of competent jurisdiction may appoint an arbitrator, who will follow the AAA’s Consumer Procedures.
      • If one or more parts of this Section 11 are found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then, and only in that circumstance, those parts will be severed and the Dispute will be resolved subject to all remaining parts of this Section 11 and all other provisions of this Agreement. If such severance results in all or some parts of a Dispute proceeding in a court of law, exclusive jurisdiction for any such court proceeding will be the courts sitting in the city of Wilmington, Delaware, U.S. For purposes of any such court proceeding, Licensee consents to, and will not challenge, the Wilmington, Delaware courts’ personal jurisdiction over Licensee, and Licensee further waives objection based upon improper venue or forum non conveniens and agrees not to seek transfer to another district or jurisdiction.
    • Notwithstanding the preceding paragraphs of this Section 11, if Licensee acquired the license to Software for other than personal or household use, the arbitration proceedings, including the payment of costs, will be administered in accordance with the AAA’s Commercial Arbitration Rules (the “Commercial Procedures”). The Commercial Procedures are appropriately applied to any Dispute between the parties, and Licensee will not advocate otherwise in any proceeding. However, this Agreement governs to the extent it conflicts with the Commercial Procedures.
    • Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, delays or failures due to COVID-19, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor’s reasonable control, including damage or destruction to any trees in connection with the Software and failures that are the result of the actions or omissions of EcoMatcher.
    • All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section 15(e)).
    • This Agreement, together with the Order Form, all annexes, schedules, and exhibits attached hereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    • Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Licensor’s prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 15(g) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    • This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    • This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    • For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form [and all Annexes, Schedules, and Exhibits] referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
    • The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

 

Schedule A

THIRD-PARTY SOFTWARE

EcoMatcher’s TreeTracker platform and API, made available to Licensor pursuant to the Exclusive Services and License Agreement available at here.