Patch Website and Software Terms of Service
Introduction. Welcome to our website, www.patch.io (the “Site”), which is operated by Patch Technologies, Inc. (“Patch,” “Company,” “we,” “us,” “our”). Patch provides online software services through which businesses can research, compare, select, and purchase negative emissions certificates, renewable energy credits, and voluntary carbon credits. Purchases occur through a separate order form between you and Patch, governed by these Terms. These Website and Software Terms of Service (“Terms”) govern your use of the Site and our services, whether you are a general visitor to the Site or a person or entity registering to use the Patch Services (defined below).
Please read these Terms carefully, as they - together with other posted policies, rules, and guidelines - govern your use of and interaction with our Site, products, services, and communications with you. Our Privacy Policy (https://www.patch.io/privacy) explains our practices related to collection and use of personal information from Site visitors. We use the word “Services” to collectively describe and encompass our Site, affiliated websites, software, products, services, applications, and our communications with you. If you want to use certain features of the Services, you’ll have to register for an account.
These Terms apply to everyone who accesses or uses the Site, including general Site visitors. Certain sections - including but not limited to those relating to Account Creation, the Services, Credit purchases, Order management, Data Protection - apply specifically to persons and entities that register as Patch customers (“Registered Users”). Where a section applies only to Registered Users, that is noted at the start of that section.
By accessing or using the Services, you accept and agree to be bound and abide by these Terms. If you do not agree with any part of these Terms, you must not use the Services and are prohibited from doing so.
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.
1. Accepting These Terms.
Binding Contract. These Terms form a binding legal contract between you and Patch. By accessing or using the Services, you represent and warrant that: (a) you have read, understood, and agree to be bound by these Terms; (b) you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, and are capable of forming a binding contract; and (c) if you are accessing or using the Services on behalf of a corporate entity, you have the authority to bind that entity to these Terms, in which case “you” and “your” refer to that entity.
Accepting the Terms (Registered Users). If you are a Registered User, you will be asked to click “Agree” (or a similar button or checkbox) to accept these Terms when you register for an account. By clicking “Agree,” or taking a similar affirmative action in that context, you confirm that you have read and agree to these Terms on behalf of yourself and, as applicable, the corporate entity you represent. If you do not agree, you may not create an account or access the software services available to Registered Users.
Electronic Consent and Signatures. For certain activities related to the Services - including registering for an account, accepting these Terms, and executing quotes, order confirmations, notifications, transaction receipts, or other documents requiring your assent (“Communications”) - Patch may present you with an online process requiring you to check a box, click a button, or take a similar electronic action. You agree that by completing such an action adjacent to or within the applicable Communication, you are providing your legally binding electronic signature and agree to be bound by the terms of that Communication with the same legal effect as a handwritten signature on a paper document. You further agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature.
2. Account and Access (Registered Users).
Account Creation. To access the software services as a Registered User, you must create an account by providing a valid email address and password, or by using a third-party login service we support. You agree to: (a) provide accurate, current, and complete registration information; (b) maintain the accuracy of such information and promptly update it as necessary; (c) maintain the security and confidentiality of your password; (d) accept full responsibility for all activities that occur under your account; and (e) promptly notify Patch at info@patch.io of any unauthorized use of your account or any other breach of security.
Patch User ID. 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. Your company can have multiple users under the same account, each with Patch User IDs.
Access Requirements. 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. We may restrict access to some parts of the Services. Patch will not be liable for any outages to the Site or other Services that may occur, for whatever reason.
Changes to Terms and Services. Our Services are evolving, and we reserve the right to update or modify Patch’s offerings and the features and functionality of the Services, and to update the Terms from time to time to reflect changes to our Services or to comply with applicable law. If we modify these Terms, we will provide advanced notice to you before any modifications or changes to these Terms. If you continue to use the Services after the effective date of any updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, your only remedy is to cease using our Services by giving notice to us, then you are prohibited from using the Services. We may, at our sole discretion, change or discontinue all or any part of the Services, at any time and without notice.
3. The Services (Registered Users).
About the Services. Patch’s Services allow you to research, compare, purchase, and manage carbon credits, negative emissions, renewable energy credits, renewable thermal credits, sustainable aviation fuel certificates, carbon removal credits, and similar forms of environmental attribute-based certificates quantified, issued, and tracked in the form of a unit representing one tonne of carbon dioxide equivalent (“CO2e”) avoided, reduced, or removed (“Credits”). These Credits are originally developed and issued by third-party negative emissions and carbon offset developers or registries (“Credit Issuers”) who have verified the activities or actions leading to the generation of a Credit (a “Project”) with a recognized carbon credit registry standard and subsequently acquired by Patch for resale. Following your purchase of Credits, Patch will transfer or retire the Credit and provide you with the appropriate evidence of your purchase and transfer or retirement as applicable.
Credit Review and Comparison. Registered Users may browse available Projects and Credits, compare Credit types and pricing, and select Credits for purchase. The availability of specific Credits and Projects is subject to change at any time without notice, and Patch does not guarantee that any particular Credit or Project will remain available.
Purchase and Sale. When you identify Credits that you intend to purchase, you can contact Patch’s team to discuss and start that transaction. The specific terms of any such transaction will depend on factors including, but not limited to, the type of Credit transaction, the selected Project, and the volume of Credits. Please note that any purchase of Credits will require a written and mutually agreed purchase order, which will govern the terms and conditions of the transaction (any such agreement is referred to herein as an “Order”). Orders will be in addition to these Terms and will outline the specific obligations and responsibilities related to the purchase of the Credits. The completion of any Order is contingent upon the parties’ acceptance of additional purchase and sale terms and conditions.
Managing Your Credits. Following fulfillment of an Order, information about your Credits and Order history will be made available to you. Upon written request, Patch will use commercially reasonable efforts to provide information about your Credits and the underlying Projects reasonably necessary to support your compliance with applicable disclosure requirements, including the California Voluntary Carbon Markets Disclosures Act (AB 1305) and the European Union Corporate Sustainability Reporting Directive (CSRD). Patch’s provision of such information is subject to the availability of that information from the applicable Credit Issuer, and Patch makes no warranty regarding its accuracy or completeness.
Credit Issuer Information. Information presented in the Services about a Credit or Project does not constitute an endorsement by Patch of that Credit, Project, or Credit Issuer, or any representation that the Credit Issuer’s information is accurate, complete, or reliable. While Patch endeavors to present accurate information about Credits and Projects, Patch cannot independently verify all information provided by Credit Issuers.
4. Representations, Warranties, and Conduct.
Your Representations and Warranties. By using the Services, you agree, represent, and warrant that: (i) you will comply with all laws, rules and regulations applicable to you and your use of the Services; (ii) you are eligible to use the Services; (iii) 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; (iv) you will not use the Services other than for their intended use as outlined in these Terms, including but not limited to competing with Patch Services; (v) you will not create or compile, directly or indirectly, any collection, compilation, or other directory from the Content displayed through the Services except for use consistent with these Terms; (vi) you will only use the Services for your own use and will not resell the Services to a third party; (vii) you will not conduct any systematic retrieval of data or other data or Content from the Services, and you will not copy any Content displayed through the Services for republication in any format or media without Patch’s prior written consent.
Patch’s Representations and Warranties. Patch represents and warrants that (a) Patch complies with applicable local, state, and federal laws, rules and regulations in every material respect in providing the Services; (b) that prior to the delivery of a given Credit, Patch will have taken all necessary steps to obtain title to the Credits purchased under a signed Order governed by this Agreement; and (c) Patch shall convey all right, title and interest to Credits it delivers hereunder, free and clear of any liens, security interests, and encumbrances. For the avoidance of doubt, the foregoing warranties relate solely to Patch's title to and authority to transfer the Credits, and do not constitute any representation or warranty regarding the validity, additionality, permanence, quantification, registry status, or environmental or climate attributes of any Credit, or the acts or omissions of any Credit Issuer.
Prohibited Uses of the Services. You represent, warrant, and agree that you will not use the Services in a manner that: (a) infringes or violates the intellectual property rights or any other rights of anyone else; (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; (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, 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; or (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.
5. Disintermediation Policy and Fees (Registered Users).
You acknowledge that Patch uses substantial labor and effort to provide the Services to you, specifically in sourcing for Projects, building relationships with the Credit Issuers, securing supply of Credits, and collecting and presenting information and Content provided by Credit Issuers. You agree that during your use of the Services, for Credits that you find and explore within the Platform, if you seek to purchase such Credits from a third party, you will additionally request a quote from Patch for that same envisioned transaction and consider it in good faith.
6. Disclaimers.
General Disclaimers. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION FOUR, THE SERVICES AND ALL CONTENT ARE PROVIDED BY PATCH ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THE ABILITY OF A PURCHASER TO APPLY THE CREDITS TO ANY PARTICULAR CARBON OFFSET MANDATE, RENEWABLE PORTFOLIO STANDARD, OR SIMILAR REGULATORY SCHEME; OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. PATCH MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE SERVICES, INCLUDING ANY INFORMATION RELATING TO CREDITS, PROJECTS, EMISSIONS ESTIMATES, OR CLIMATE IMPACT. YOU ACKNOWLEDGE AND AGREE THAT: (i) THE PURCHASE OF CREDITS ENTAILS INHERENT RISKS, PARTICULARLY RELATED TO THE ESTIMATION AND REALIZATION OF THE ACTUAL CLIMATE IMPACT OF THE UNDERLYING PROJECTS; (ii) PATCH MAKES NO REPRESENTATION THAT ANY CREDITS WILL ACHIEVE ANY PARTICULAR CLIMATE OUTCOME; AND (iii) COMPLIANCE WITH DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAW, INCLUDING CALIFORNIA AB 1305 AND THE EU CSRD, IS YOUR SOLE RESPONSIBILITY, AND PATCH’S PROVISION OF INFORMATION TO SUPPORT SUCH COMPLIANCE IS PROVIDED AS A CONVENIENCE ONLY AND WITHOUT ANY WARRANTY OF ACCURACY OR COMPLETENESS. SOME STATES DO NOT ALLOW LIMITATION ON IMPLIED WARRANTIES SO CERTAIN OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Third-Party Sites and Resources. The Services may contain references or links to third-party websites or resources. We provide these references and links only as a convenience and are not responsible for the content, products, or services on or available from those third-party websites or resources or links displayed on such websites. Patch has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service accessed by you from your use of the Services or our Site.
7. Intellectual Property.
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 company’s use. Unless otherwise stated in these Terms, 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 these Terms. Patch reserves all rights and licenses in and to the Services not expressly granted to you under these Terms.
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, 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, without the prior consent of the owner of that Content or in a way that violates someone else’s (including Patch’s) rights.
User Submissions. 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), reproduce, and otherwise act with respect to your User Submissions, in each case to enable Patch to provide and operate the Services. You agree that this license is royalty-free, perpetual, irrevocable, and worldwide. You understand that Patch may need to make technical changes to your User Submissions to conform them to the requirements of connection networks, devices, services, or media, and the foregoing license includes the rights to do so. You are responsible for all User Submissions you contribute or provide to the Services, and you represent and warrant that you have all rights necessary to do so in the manner in which you contribute them. You are responsible for all activity in connection with the Services conducted through your account.
Open-Source Software. The Services may contain or be provided together with open-source software. Each item of open-source software is subject to its own applicable license terms. If required by any open-source license, Patch makes such open-source software, and Patch’s modifications thereto (if any), available upon written request to info@patch.io. Copyrights to open-source software are held by the respective copyright holders indicated therein.
Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@patch.io. 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.
8. Termination
Termination for Convenience. You’re free to stop using the Services at any time, provided that your cessation of using the Services does not terminate, void or in any way nullify or relieve you of any obligations pursuant to any outstanding Orders, including payment obligations. Patch may also terminate your account or suspend your access to the Services for convenience upon reasonable advance notice.
Termination for Breach. Patch may immediately suspend or terminate your account and access to the Services, without prior notice, if: (a) you materially breach these Terms; (b) you are or become a Restricted Person as defined herein; (c) Patch is required to do so by applicable law, regulation, or a judicial or regulatory order; or (d) continued provision of the Services to you would, in Patch’s reasonable judgment, expose Patch to legal liability or reputational harm. Patch has the sole right to determine whether you are in violation of any restriction set forth in these Terms.
Result of Termination. Upon termination of your account for any reason: (a) your right to access and use the Services will immediately cease; (b) all outstanding amounts owed to Patch for Orders placed prior to termination remain due and payable; (c) Patch may, in its sole discretion, delete your account data and any of your content associated with your account; and (d) all provisions of these Terms that by their nature should survive termination will survive, including the provisions regarding intellectual property, disclaimers, limitation of liability, indemnity, and dispute resolution. If you deactivate your account by mistake, contact us immediately at info@patch.io, and we will try to assist, but we cannot guarantee that we can recover or restore your data.
9. 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 OFFICERS OR DIRECTORS 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) $10,000 US or (ii) THE AMOUNTS PAID BY YOU TO PATCH IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME JURISDICTIONS 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 AND/OR RETIREMENT OF 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.
10. Indemnity
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Patch, its affiliates, officers, directors, agents, and employees from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including reasonable attorneys’ fees) arising from or in any way related 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; (c) any regulatory or legal claim arising from your use or public disclosure of Credits, including any claims related to your compliance or non-compliance with applicable disclosure requirements such as AB 1305 or the EU CSRD. In the event of any such claim, Patch will attempt to notify you using the contact information associated with your account, but failure to provide such notice will not eliminate or reduce your indemnification obligations hereunder.
11. Regulatory Compliance
Restricted Persons and Entities. You represent 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.
Export Controls and International Use. Patch is headquartered in the United States. If you access or use the Services from outside the United States, you do so at your own risk. Whether inside or outside 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 any applicable data transmissions are 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 is at your sole risk. Patch makes no representation that the Services are appropriate or available for use in every jurisdiction. If you choose to access the Site or Services, you do so on your own initiative and are responsible for compliance with all applicable local, state, and federal laws, rules, and regulations.
12. Data Protection (Registered Users).
To the extent Patch processes Personal Data (meaning any information relating to an identified or identifiable individual, including "personal information" under the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"), "personal data" under the UK General Data Protection Regulation and the UK Data Protection Act 2018 (collectively, "UK-GDPR"), and equivalent or analogous categories of protected information under any other applicable data protection or privacy law) on behalf of you or your organization in connection with the Services, the parties agree that your organization is the controller (or equivalent role under applicable law, including "business" under CCPA/CPRA) and Patch is a processor (or equivalent role under applicable law), and Patch shall process such Personal Data solely on documented instructions from your organization and only as necessary to perform the Services, and for no other purpose, and shall not sell, share, retain, use, disclose, or otherwise process Personal Data for any commercial purpose or for any purpose other than the specific purpose of performing the Services or as otherwise permitted by applicable law. Patch represents and warrants that it understands and will comply with its obligations under all applicable data protection and privacy laws (including, without limitation, UK-GDPR and CCPA/CPRA to the extent applicable), including implementing and maintaining appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, consistent with the requirements of applicable law (including Article 32 of UK-GDPR and reasonable security procedures under CCPA/CPRA, as applicable). Patch shall ensure that personnel with access to Personal Data are bound by written confidentiality obligations and shall impose data protection obligations on any sub-processor that are no less protective than those set forth herein. Patch shall assist your organization, taking into account the nature of the processing, in responding to data subject rights requests (or equivalent requests under applicable law) and in meeting your organization’s obligations relating to security, breach notification, impact assessments, and regulatory inquiries, and shall notify you without undue delay (and in any event within 48 hours) after becoming aware of any actual or reasonably suspected Personal Data breach affecting your organization Personal Data. Upon termination or expiration of the Services, Patch shall, at your election, return or securely delete all Personal Data (including copies) and certify such deletion in writing, except to the extent retention is required by applicable law. The parties agree that this paragraph constitutes a binding data processing agreement (and, to the extent required by applicable law, a service provider or processor addendum) for purposes of all applicable data protection law, including UK-GDPR and CCPA/CPRA.
13. General Terms
Use of Marks and Content. While these Terms are in force, Patch may include your company’s logo and name on any website or marketing materials it maintains for Patch customers, and you hereby grant Patch the license necessary for Patch to do so. You consent to the publication of your company’s name by Patch as a Patch customer. You may contact us to revoke this license at any time.
Taxes and Reporting. You are responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services and any Orders. Notwithstanding the foregoing, Patch may, in its sole discretion, pay, withhold, file, or report any of the foregoing on your behalf or for its own account as it sees fit.
Assignment. You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder, or your account, in any way (whether by operation of law or otherwise) without Patch’s prior written consent. Patch may freely transfer, assign, or delegate these Terms and its rights and obligations hereunder without your consent.
Dispute Resolution by Binding Arbitration. Please read this section carefully, as it affects your legal 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 info@patch.io. 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., 250 Oak Street, San Francisco, California, 94102, 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.
- (f) Confidentiality. 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.
- (g) Severability. 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.
Survival. Except as otherwise expressly stated in the Dispute Resolution section, 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.
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.
Complete Agreement. You and Patch agree that these Terms 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 (excluding terms that may exist in an Order governed by these Terms). These Terms constitute the complete and exclusive understanding between the parties regarding the Services as well as future Credit orders you may place through Order Forms that are governed by these Terms.
Third Party Beneficiaries. There are no third-party beneficiaries intended under these Terms.
Relationship of the Parties. 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.
Contact Us. If you have any questions about these Terms or the Services, please contact us at any time at info@patch.io.
Prior Versions.