Welcome to our website, www.patch.io (the “Site”), which is operated by Patch Technologies, Inc. (“Patch,” “Company,” “we,” “us,” “our”). Patch allows you and your customers to find, compare, select and purchase negative emissions, renewable energy credits, and carbon credits. These Terms of Service (“Terms”) form a binding contract between you and Patch.
Important Notice Regarding Arbitration
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PATCH ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Changes to Terms and Services
Our Services are evolving, and hence we may update the Services and the Terms from time to time. If we modify the Terms, we’ll let you know either by posting the updated Terms on the Services or through other communications. It’s important that you review the Terms whenever we update them or when you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore and you are prohibited from doing so. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, at any time and without notice.
You acknowledge that Patch may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Patch’s or its third-party service providers’ servers on your behalf. You agree that Patch has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Services. You acknowledge that Patch reserves the right to terminate or suspend accounts and credentials that are inactive for an extended period of time. You further acknowledge that Patch reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Accessing the Services
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Patch does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Patch reserves the right to modify, revise, or remove the Services we provide, including the Site, at our sole discretion without notice. We may restrict access to some parts of the Site, or other Services. Patch will not be liable for any outages to the Site or other Services that may occur, for whatever reason.
Who May Use the Services?
You may use the Services only if you are 18 years or older (or the legal age of majority in your jurisdiction), capable of forming a binding contract, and are not barred from using the Services under applicable law. If you want to use certain features of the Services, you’ll have to register for an account. It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we reserve the right to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. Patch reserves the right to disable any account user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, there has been a violation of any provision of these Terms or other posted policies, guidelines, or rules.
As part of the registration or account creation process, you will create login credentials (“Patch User ID”) by selecting a password and providing an email address or by linking another account. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Patch User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
About the Services
Patch’s Services allow you to find, compare, select, and purchase carbon credits, negative emissions, renewable energy credits, carbon removal credits, and similar assets quantified and tracked in the form of tonnes CO2e intended or anticipated to be avoided, reduced, or removed and issued as credits (“Credits”) from third-party negative emissions and carbon offset developers or registries (“Supply Partner(s)”). Patch facilitates that transactions and will provide you with the appropriate evidence of your purchase of Credits. Patch serves as an intermediary between you and the applicable Supply Partner. You acknowledge and agree that, in these transactions between you and our Supply Partners, Patch is an intermediary, not acting as a seller or reseller of Credits, nor is Patch a party to the transaction between you and the Supply Partner. Patch also provides API integrations which allow you to present offset estimates, project pricing, and Credit purchase opportunities to your end users within your own products or services, as well as checkout links which allow you to direct your users to the Patch site where they can purchase Credits via the Patch marketplace.
You agree to pay all costs and fees associated with your use of the Services, including all costs and fees (a) presented in the Patch dashboard or checkout page where orders for Credits may be directly placed, (b) provided via the API if you are acquiring or offering Credits through an API integration, (c) written in an applicable order form (if applicable) that you agreed to, or (d) otherwise agreed between the parties. You also agree to pay any costs or fees associated with making payments or transferring money, for instance wire fees. For clarity, if you are using the Patch checkout links to direct your end users to a Patch checkout page where they can purchase Credits directly from Patch, the costs and fees associated with those end user purchases will be collected by Patch from the end users and will not be charged or invoiced to you, unless otherwise agreed.
Payment Methods and Processing
We use a third-party payment processor to bill you through the payment method linked to your account or otherwise provided in connection with a transaction (“Payment Method”). You must provide and maintain a current, complete and accurate Payment Method and you represent and warrant that you have the legal right to use any such Payment Method.
If you purchase Credits through an associated Order Form or through the Patch services, your payment amount (less the Order Management Fee) will be placed in an account and will be held by Patch on your behalf until the Credit is redeemed with the applicable Supply Partner. Credits with a vintage from prior years (i.e. years prior to the year of purchase) will be fulfilled within ninety days from the date of payment, or earlier. Credits with a vintage of the current year (i.e. year of purchase) or future years will be fulfilled by July 1 of the year following their vintage year, or earlier. While we will strive to have Credits fulfilled on our before those deadlines, Supply Partners may experience delays in fulfillment for various operational reasons. In such a case where a Credit has not been fulfilled within the timeframes set forth in this section, you may choose to contact us to either request an estimate of the new fulfillment date, or to request a replacement Credit be provided on a rush basis. You acknowledge and agree that no refunds are available on Credits, except as otherwise set forth herein, and that the Order Management Fee is not refundable in any event.
Upon receipt of the amount owed by Customer for a Credit purchase order, Patch will reserve the appropriate allocation of Credits in Patch’s system to prevent any double counting or out of stock events, and provide a branded Patch certificate of allocation that includes a summary of Credits that Customer has purchased and the associated fulfillment status of each of those Credits.
Promotions and Discounts
Patch may offer discounts or promotions (“Promotions”) from time to time, which may result in different amounts charged for the same or similar feature, product, or service. Any applicable sales and use taxes and services fees will be calculated based on the discounted Subscription value after the Promotion is applied. Certain Promotions may only be redeemed once you achieve a specified minimum fee threshold, and any sales or use taxes or service fees do not count towards achieving such threshold. Unless otherwise stated by us in writing, you may only use one Promotion at a time and cannot combine Promotions or any other discounted offers. You may not sell or transfer your Promotion. We may modify or cancel any Promotion at any time. If you violate these Terms, Patch reserves the right to cancel your Promotion.
Access to our APIs
The provisions of this section are applicable only to the extent that you access or use the Patch application program interface (“API”) endpoints, which allow you to make emissions estimates and Credits available for purchase to your own customers or third parties of your choosing. To the extent you do access or use the Patch API endpoints, you hereby acknowledge and agree to all of the provisions of this section.
Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable (subject to the section "Intellectual Property"), limited license to access our APIs and documentation only as necessary to develop, test and support an integration of your application (an "Application" or "App") with the Services. You may charge for your Application; however, you may not add an additional mark up to the Credits on a per-Credit or per-purchase basis, nor may you sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.
Here Are the Rules
Your license to access our APIs and documentation is limited and subject to the following restrictions: you will not: (A) access our APIs or documentation in violation of any law or regulation; (B) access our APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our APIs or documentation in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services; or (E) attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
Transparency & Reporting
Our Right to Suspend Access and Audit
If we believe that there is a violation of these Terms that can simply be remedied by your modification or update of your Application, we will, in most cases, ask you to take direct action rather than intervene. In such instances, we may use your name, address and other contact details to contact you or provide this contact information to any third party that reasonably, in Patch's sole determination, claims that you do not possess all of the necessary intellectual property rights. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers or users or any third parties. Patch also reserves a right to audit your Application to ensure it does not violate our terms and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your application complies with our terms and policies.
Reservation of Rights
You retain your ownership rights in your Application and we own and will continue to own our APIs, documentation and Services, including all related intellectual property rights therein. All of our rights not expressly granted by these Terms are hereby retained.
Feedback is Welcome
The more suggestions we receive, the better our APIs become. Please submit feedback to us at email@example.com. If you send us any feedback or suggestions regarding the APIs or documentation, there is a chance we will use it, so you grant us an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.
Your Representations and Warranties
You represent and warrant that, if you are agreeing to these Terms on behalf of an organization or entity, you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You additionally represent and warrant that you will not share your account or password with anyone, and you must protect the security of your account and your password. By using the Services, you expressly represent and warrant that your use of the Services is solely for your personal use. When using the Services, you agree to comply with all applicable laws. By using the Services, you agree, represent, and warrant that:
- You are eligible to use the Services, based on the requirements outlined in the section entitled “Who May Use the Services.”
- If you are agreeing to these Terms on behalf of an organization or entity, you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
- You will only use the Services for lawful purposes, using only authorized means; you will not use the Services for sending or storing any unlawful material or communications or for deceptive or fraudulent purposes.
- You will not use the Services, or any Content accessible through the Services, for any commercial purpose, including but not limited to competing with Patch services.
- You will not create or compile, directly or indirectly, any collection, compilation, or other directory from the Content displayed through the Services except for your personal, noncommercial use.
- You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services.
- You will only use the Services for your own use and will not resell the Services to a third party.
- You will not conduct any systematic retrieval of data or other Content from the Services, and you will not copy any Content displayed through the Services for republication in any format or media.
Consent to Electronic Communications
Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from Patch or anyone calling on its behalf, you expressly consent to be contacted by Patch and anyone calling on its behalf for any and all purposes arising out of or relating to this Agreement or your use of the Services, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto-telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from Patch, its agents, representatives, affiliates or anyone calling on its behalf at the specific number(s) you have provided to Patch, or numbers we can reasonably associate with your Account (through skip trace, caller ID capture or other means), with information or questions about your Account or use of the Services. You certify, warrant and represent that the telephone numbers that you have provided to us are your correct and current contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us and agree to promptly alert us whenever you stop using a particular telephone number. Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You also agree that we may contact you by email, using any email address you have provided to us or that you provide to us in the future. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we may listen to and record calls for quality monitoring purposes. You consent to receive communications from us in electronic form should we so elect, including any and all disclosures and other communications that are required by law.
Third Party Sites and Resources
Patch has and will continue to assess the methodological legitimacy of projects listed on its platform across multiple criteria. Patch’s vetting process includes reviewing data and documentation provided by the Supply Partners, and also typically includes 3rd party evaluations conducted by certain groups including but not limited to Verra, Gold Standard, Climate Action Reserve, and American Carbon Registry. While all projects and their associated Credits will undergo Patch’s review and assessment before listing, not all credits will have been certified by an independent third-party certification body.
You acknowledge and agree that the availability of any given Supply Partner or Credit within the Patch Services is not an endorsement, recommendation, or sponsorship of such Supply Partner or Credit by Patch. You also acknowledge and agree that it is not possible for Patch to verify the accuracy or completeness of all of the information that it obtains from or about Supply Partners. You acknowledge the possibility that: (a) Supplier partners may inadvertently or intentionally provide inaccurate information to Patch about themselves, their projects, or the Credits that they are offering to make available through the Patch Services; (b) Supplier partners may inadvertently or intentionally omit relevant information to Patch about themselves, their projects, or the Credits that they are offering to make available through the Patch Services; (c) Supply Partners may be unable to create, transfer, or certify certain Credits despite their commitment to Patch that such Credits would be created, transferred, or certified; (d) Supply Partners may experience business disruptions that cause them to be in breach of their agreements with Patch or otherwise unable to provide or certify credits which they offered for sale through the Patch platform, (e) similar errors, misrepresentations, omissions, negligence, or misconduct may occur on the part of Supply Partners which could cause them to be in breach of their agreements with Patch or otherwise unable to provide or certify credits which they offered for sale through the Patch Platform. You therefore agree that Patch shall have no liability to you, for any actual, financial, emotional, monetary, or reputational harms, in such cases of Supply Partner error, misrepresentation, omission, negligence, misconduct, or failure to fulfill their obligations to you or to Patch. In the event that you need to seek legal recourse against a Supply Partner, you may request Patch’s assistance in resolving the dispute with the Supply Partner prior to the commencement of any formal legal proceeding.
In some cases, a particular Credit purchased may not actually become available. This might be due to operational failure, financial circumstances of the Supply Partner, delays that impact the vintage of the Credit, amongst other reasons. You acknowledge and agree that, in such cases, Patch will notify you and request that you select an alternative Credit or a refund, and that you must respond to Patch's notice within 10 days in order to exercise your choice, otherwise Patch will select an alternative Credit for you. Patch shall not be liable to you for any loss or damage incurred in the event where a particular Credit or Supply Partner has become unavailable.
Marketing of Credits
Any content or copy that you make public to promote, market, or describe the Credits or Supply Partner or your purchase of Credits must either have been provided to you by Patch, by the relevant Supply Partner, or otherwise approved by either.
Disintermediation Policy and Fees
You acknowledge that Patch uses substantial labor and effort to provide the Services to you, specifically in identifying and contracting with Supply Partners to make their Credits available via the Services. You agree that during the Term of this Agreement you will not circumvent or attempt to circumvent Patch, by soliciting the sale of Credits from any Supply Partner known by you to be a Supply Partner of Patch, without Patch’s prior written consent. Should you breach your representations and warranties in this section, you shall pay Patch a one-time fee equal to twenty-five percent (25%) of the annual estimated payment from you to such Supply Partner.
You represent, warrant, and agree that you will not use the Services, including without limitation contributing any Content or User Submission (each of those terms is defined below), or otherwise use the Services or interact with the Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Patch or any Supply Partner);
(b) Violates any law or regulation, including any applicable export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) Jeopardizes the security of your Patch account or anyone else’s (such as allowing someone else to log in to the Services as you);
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) Runs maillist, listserv, or any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(i) Copies or stores any significant portion of the Content;
(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for immediate termination of your right to use or access the Services.
Ownership and License Grant
You expressly acknowledge and agree that, as between you and Patch, Patch owns all worldwide right, and interest in and to the Services, including all worldwide intellectual property rights therein. Subject to your compliance with this agreement (including, without limitation, payment of the applicable costs and fees), Patch hereby grants you a nonexclusive and perpetual license to use the Patch Services only for your own internal use. Unless otherwise stated in this Agreement, or in an amendment thereto, you do not have a right to transfer, sublicense, or otherwise distribute the Services to any third party. Except as expressly authorized in this agreement, you may not copy or modify the Services, in whole or in part. You acknowledge that the Services constitute and contain trade secrets of Patch and its licensors, and, in order to protect such trade secrets and other interests that Patch may have in the Services, you agree not to disassemble, decompile or reverse engineer the Services nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Your rights in the Services will be limited to those expressly granted in this agreement. Patch reserves all rights and licenses in and to the Services not expressly granted to you under this Agreement.
General Intellectual Property Compliance
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Patch’s) rights.
Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” You hereby grant Patch a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to provide and operate the Services. You agree that the license you grant is royalty-free, perpetual, irrevocable, and worldwide. You understand and agree that Patch, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so. You are responsible for all User Submission you contribute or provide, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
The Services may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. If required by any license for particular open source software, Patch makes such open source software, and Patch’s modifications to that open source software (if any), available by written request to firstname.lastname@example.org. Copyrights to the open source software are held by the respective copyright holders indicated therein.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com. You hereby grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, sub-licensable (through multiple tiers), fully-paid, royalty-free license to use, copy, modify, create derivative works based upon, and otherwise exploit for any purpose any Feedback you provide us, however provided.
Under the Digital Millennium Copyright Act of 1998 (the "DMCA") if you believe in good faith that any content on the Services infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent's) physical or electronic signature; (b) identification of the copyrighted work on our Site that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Services; (d) your name, address, telephone number and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. You may read more information about the DMCA here.
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent (identified below): (a) your physical or electronic signature; (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal courts located within the state of Delaware. and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Patch will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Notices and counter-notices should be sent to our Copyright Agent, at Patch Technologies, Inc., 600 California Street, San Francisco, California, 94108, Attn: Legal, or firstname.lastname@example.org. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice.
In accordance with the DMCA and other applicable law, Patch has adopted a policy of terminating, in appropriate circumstances and at Patch’s sole discretion, Users who are deemed to be repeat infringers. Patch may also at its sole discretion limit access to the Services and/or terminate the registrations of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Restricted Persons and Entities
You represents and warrant that neither you, nor your organization (if applicable), nor any subsidiaries, nor any officers, directors or employees, nor any agents or other third-party representatives acting on behalf of you or your organization’s subsidiaries or affiliates, is currently, or has ever been subject to U.S. or other applicable sanctions or trade control restrictions, including those imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) (collectively, “Restricted Persons). Restricted Persons include, but are not limited to: (i) persons on the List of Specially Designated Nationals or other applicable sanctions or export control lists; (ii) persons organized, resident, or located in an Embargoed Country (presently including Cuba, Iran, North Korea, Syria and the Crimea region, the Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) of Ukraine); (iii) persons otherwise subject to blocking or asset freeze sanctions; and (iv) persons ultimately owned, 50 percent or more, directly or indirectly or otherwise controlled by the foregoing. In connection with the Agreement, you shall comply with all applicable economic sanctions, export control, and anti-corruption laws, rules, and regulations, including, but not limited to, the U.S. Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the U.S. Foreign Corrupt Practices Act.
Special Note for International Use; Export Control
Patch is headquartered in the United States. If you access or use the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Services or any other software underlying the Services is at your sole risk.
Patch makes no representation that the Services are appropriate or available for use in your jurisdiction. If you choose to access the Site or Services, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules and regulations.
Products and services purchased or offered through the Services, including without limitation the Credits and emissions estimates, are provided “AS IS” and without any warranty of any kind from Patch (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY PATCH ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Patch also makes no representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for (i) the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services, (ii) any failure or delay in Credit purchasing process.
Reliance on Information Posted
The information presented throughout the Site and Services is made available for general information purposes only. Patch does not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Site, or by anyone who may be informed of any of its contents.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PATCH (OR ITS LICENSORS OR SUPPLY PARTNERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1000 OR (II) THE AMOUNTS PAID BY YOU TO PATCH IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, (C) ANY ACTS, OMISSIONS, OR FAILURES OF A SUPPLY PARTNER, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT THE PURCHASE OF CREDITS (i.e. Credits) ENTAILS INHERENT RISKS, ESPECIALLY RELATED TO THE ESTIMATION AND REALIZATION OF THE ACTUAL CLIMATE IMPACT CAUSED BY THE UNDERLYING PROJECT(S), AND THAT PATCH SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN CONNECTION WITH THE ACTUAL CLIMATE IMPACT ACHIEVED BY THE PROJECTS UNDERLYING THOSE CREDITS OR VALUE OF ANY CREDITS.
To the fullest extent allowed by applicable law, You agree to indemnify and hold Patch, its affiliates, officers, agents, employees, and Supply Partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account or claims by your customers arising from their use of the Services through your products), (b) your violation of these Terms, and (c) your violation of a Supply Partner’s rules, policies, terms of service, or any agreement between you and a Supply Partner. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Patch’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Dispute Resolution by Binding Arbitration
Please read this section carefully as it affects your rights.
(a) Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Patch, whether arising out of or relating to these Terms (including any alleged breach thereof, as well as any dispute related to this Arbitration Agreement), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by entering into these Terms, you and Patch are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND PATCH AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PATCH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
(c) Pre-Arbitration Dispute Resolution
Patch is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Patch should be sent to Patch Technologies, Inc., 600 California Street, San Francisco, California, 94108, Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Patch and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Patch may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Patch or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Patch is entitled.
(d) Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for commercial disputes can be found at the AAA’s commercial arbitration page, https://www.adr.org/commercial. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Patch and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Patch agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(e) Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
(h) Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Patch agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Patch written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Governing Law and Venue
Except as otherwise provided in the Arbitration section, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. With respect to any disputes or claims not subject to arbitration, you hereby agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the Northern District of California.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, disclaimers, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
For some activities related to the Services, Patch may permit you to use a personal computer equipped with an active connection to an internet service provider to access your accounts and documents and to perform certain transactions as available. To facilitate this, you may be given the option to sign or agree to certain documents including, but not limited to, quotes, updates, notifications or other information that you request, transaction receipts, documents requiring your signature, or any other documents (“Communications”) electronically by either checking the appropriate box or engaging in a similar online process as instructed online. You agree that by checking the appropriate box within or adjacent to the applicable Communication or engaging in a similar online electronic consent process, you are providing your electronic signature and agree to be bound by the terms and provisions such Communication just as if you had signed your name to a paper document.
Taxes and Reporting
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Patch may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
Use of Marks
While the Agreement is in force, you agree that, to the extent you provide such things to Patch, Patch may include your company logo and profile on any web site it maintains for customers of Patch’s services, and you hereby grant the license necessary for Patch to do so. You consent to publication of your company’s name by Patch as a Patch customer.
Non-Waiver and Enforceability
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. Except as otherwise stated herein, if any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable, except as otherwise provided in the Arbitration provision.
You and Patch agree that these Terms (including any applicable order form(s)) are the complete and exclusive statement of the mutual understanding between Patch and you (including your employees, agents, and contractors), and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.
You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Patch, and you do not have any authority of any kind to bind Patch in any respect whatsoever.
Third Party Beneficiaries
Other than Supply Partners which shall be third-party beneficiaries with respect to the sections entitled Limitation of Liability and Indemnification, you and Patch agree there are no third party beneficiaries intended under these Terms.
Patch is committed to the principles of equal employment opportunity. Applications are considered for all positions without regard to race, sex, sexual orientation, ethnicity, religion, national origin, age, disability (so long as such disability can be reasonably accommodated), or any other status protected by applicable law. Patch encourages all qualified applicants to apply.
Please feel free to reach out to us at anytime at firstname.lastname@example.org.