GreenNurture.com's Terms of Use

Welcome to GreenNurture.com, the service that enables organizations to deploy internal green programs, operated by GreenNurture.com, LLC. ("GreenNurture.com"). By using the GreenNurture.com Web site, (the "Service") you agree to be bound by these Terms of Use. These Terms of Use govern our relationship with users and others who interact with GreenNurture.com. If you object to anything in the Terms of Use or the GreenNurture.com Privacy Policy, do not use the Web site or the Service.

BY ACCEPTING THESE TERMS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING OR ACCESSING GREENNURTURE.COM, YOU AGREE TO THESE TERMS OF SERVICE, IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

This Agreement was last updated on March 15, 2010. These Terms are subject to change by GreenNurture.com at any time, effective upon posting on the GreenNurture.com Web site, and your use of the Service after such posting will constitute acceptance by you of such changes.

Table of Contents

1. Definitions
2. Free Trial Period
3. Use of the Services
4. Third-Party Providers
5. Customer Service
6. Proprietary Rights
7. Disputes

1. Definitions

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.

"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

"Content" means the content and information you post on GreenNurture.com, including information about You and the actions You take.

"Corporate Administrator" means the individual who registered for and manages the Service on behalf of his or her organization.

"GreenNurture.com" means the features and services we make available, including through (a) our Web site at www.GreenNurture.com.com and any other GreenNurture.com branded or co-branded Web sites (including sub-domains, international versions, and mobile versions); (b) our Platform; and (c) other media, devices or networks now existing or later developed.

"Help Guide" means online user guides, FAQs, and tutorials designed to assist You in using the Services, accessible via http://www.GreenNurture.com.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Order Form" means the ordering documents used for purchasing access to services available from Green Nurture, LLC.

"Post" means write and publish a comment, etc., that is accessible to other users on GreenNurture.com or is otherwise made available to us.

"Purchased Services" means Services that You purchase, as distinguished from those provided pursuant to the Free Trial of the Service.

"Services" means the online, Web-based applications and platform provided by Us via http://www.GreenNurture.com and/or other designated Web sites that are ordered by You as part of our Free Trial or Purchased Services.

"Subscriber" means someone who has registered for an account on GreenNurture.com.

"Third Party Applications" means online, Web-based applications that are provided by third parties, interoperate with the Services, and are identified as third-party applications.

"Us," "We" or "Our" means the Green Nurture company and its employees.

"Use" means use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.

"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been obtained and/or purchased, and who have been supplied user identifications and temporary passwords by Us at Your request. Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

"Your Data" means all electronic data or information submitted by You to the Purchased Services. Details about the data we collect and how we use it can be found in our Privacy Policy.

2. Free Trial Period

We will make our Services available to You as part of our Free Trial period. Beta and/or Free Trial terms and conditions may appear on the GreenNurture.com's Registration page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ALL USERS WHO SIGN UP TO USE THE GREENNURTURE.COM FREE TRIAL WILL HAVE ACCESS TO ALL FEATURES FOR 30 DAYS BEFORE BEING CHARGED. FREE TRIAL USERS CAN UPGRADE TO THE PURCHASED SERVICE AT ANY TIME DURING THE FREE TRIAL PERIOD. WHEN THE FREE TRIAL PERIOD ENDS, THOSE ACCOUNTS THAT HAVE NOT BEEN UPGRADED TO THE PURCHASED VERSION WILL BE AUTOMATICALLY UPGRADED AND CHARGED PER THE PAYMENT TERMS CHOSEN DURING REGISTRATION.

DURING THE FREE TRIAL PERIOD, THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

Please review the FAQ during the Free Trial period so that You become familiar with the features and functions of the Services before You make choose your service.

3. Use of Services

3.1 Our Responsibilities. We shall: (i) provide to You basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

	3.1.1	Privacy Your privacy is very important to us. We designed our Privacy Policy to make important disclosures to you about how we collect and use the information you post on GreenNurture.com. We encourage you to read the Privacy Policy, and to use the information it contains to help make informed decisions.
	3.1.2	Sharing Your Content and Information You own all of the content and information You post on GreenNurture.com, and You can control how we share your content through Your account settings. In order for Us to use certain types of content and provide You with GreenNurture.com, You agree to the following: For content that is covered by intellectual property rights, like photos and images ("IP content"), You specifically give Us the following permission, subject to Your account settings: You grant Us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that You post on or in connection with GreenNurture.com ("IP License"). This IP License ends when You delete Your IP content or Your account (except to the extent Your content has been shared with others, and they have not deleted it). When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, You understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others). We always appreciate Your feedback or other suggestions about GreenNurture.com, but You understand that We may use them without any obligation to compensate You for them (just as You have no obligation to offer them).
	3.1.3	Safety We do our best to keep GreenNurture.com safe, but we cannot guarantee it. We need your help in order to do that, which includes the following commitments: You will not send or otherwise post unauthorized commercial communications to users (such as spam). You will not collect users' information, or otherwise access GreenNurture.com, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission. You will not upload viruses or other Malicious Code. You will not solicit login information or access an account belonging to someone else. You will not bully, intimidate, or harass any user. You will not post content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence. You will not develop or operate a third party application containing, or advertise or otherwise market alcohol-related or other mature content without appropriate age-based restrictions. You will not use GreenNurture.com to do anything unlawful, misleading, malicious, or discriminatory. You will not facilitate or encourage any violations of this Safety section.
	3.1.4	Registration and Account Security GreenNurture.com users provide their real names and information, and We need Your help to keep it that way. Here are some commitments You make to us relating to registering and maintaining the security of your account: You will not provide any false personal information on GreenNurture.com, or create an account for anyone other than yourself without permission. You will not use GreenNurture.com if you are under 18. You will not use GreenNurture.com if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals. You will keep your contact information accurate and up-to-date. You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You will not transfer your account to anyone outside of your corporation without first getting our written permission.

3.2. Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially-reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent, or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

We respect other people's rights, and expect you to do the same.

• You will not post content or take any action on GreenNurture.com that infringes someone else's rights or otherwise violates the law.
• You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
• We can remove any content you post on GreenNurture.com if we believe that it violates our Terms of Service.
• If you repeatedly infringe other people's rights, we will disable your account when appropriate.
• You will not use our copyrights or trademarks (including GreenNurture, GreenNurture.com, GAI, Green Action Index, or GreenNurture.com Logos, without our written permission.
• You will not "frame" or "mirror" any part of the Service or the Web site, without our written permission.
• You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Web site or any software used on or for the Service or cause others to do so.
• If you collect information from users, you will: obtain their consent, make it clear you (and not GreenNurture.com) are the one collecting their information, and post a privacy policy explaining what information you collect and how you will use it.
• You will not post anyone's identification documents or sensitive financial information on GreenNurture.com.
• You also shall not use meta tags or code or other devices containing any reference to GreenNurture.com or the Service or the site in order to direct any person to any other Web site for any purpose

3.3. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface.

4. Third-Party Providers

4.1. Third-Party Products and Services. We may offer third-party applications as part of our Services. Any other acquisition by You of third-party products or services, including, but not limited, to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as "certified" or otherwise, except as specified. No purchase of third-party products or services is required to use the Services.

4.2. Third-Party Applications and Your Data. If You install or enable Third-Party Applications for use with Services, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. We shall not be responsible for any disclosure, modification, or deletion of Your Data resulting from any such access by Third-Party Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services.

5. Customer Service

GreenNurture.com provides assistance and guidance through its customer care representatives. When communicating with Our customer care representatives, You may not to be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.

6. Proprietary Rights

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions, or graphics of the Services.

6.3. Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.

6.4. Suggestions. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by You, including Users, relating to the operation of the Services.

6.5. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

7. Disputes

1. You will resolve any claim, cause of action or dispute ("claim") you have with us arising out of or relating to these Terms or GreenNurture.com exclusively in a state or federal court located in Maricopa County. The laws of the State of Arizona will govern these Terms, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Maricopa County, Arizona for the purpose of litigating all such claims.
   


2. If anyone brings a claim against us related to your actions, content or information on GreenNurture.com, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
   


3. We warrant that (i) the Purchased Services shall perform materially in accordance with the Help Guide provided on the Web site and the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 12.3 (Termination for Cause) and Section 12.4 (Refund or Payment upon Termination) found in the Master Service Agreement.
   


4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
   


5. WE TRY TO KEEP GREENNURTURE.COM UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING GREENNURTURE.COM "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT GREENNURTURE.COM WILL BE SAFE OR SECURE. GREENNURTURE.COM IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR GREENNURTURE.COM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR GREENNURTURE.COM WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, GREENNURTURE.COM'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
   
   Please contact us with any questions regarding this agreement. GreenNurture.com is a trademark of GreenNurture.com, LLC.