To agree to these terms, click the “I agree” button. If you do not agree to these terms, do not click “I agree,” and do not use the services.
By clicking the “I agree” button:
- You confirm that you will be a participant in Tradewater’s Carbon Neutral Collective Program.
- You certify and attest that all information you have entered into Tradewater’s Carbon Emissions Calculator (“Calculator”) is true and accurate, to the best of your knowledge.
- You understand that Tradewater may terminate your participation in the Program, including your right to use the Materials, for any reason, including if it is discovered that any information you entered is materially inaccurate. You further confirm that once your participation in the Program ends, for whatever reason, you will stop using the Materials and instruct your employees and agents to immediately stop use of the Materials
- You understand that Tradewater reserves the right to request information of you to demonstrate the accuracy of the information you entered into the Calculator and agree to cooperate in any good faith request for such information.
- You affirm that you are at least 18 years of age, or at least 13 years of age and have permission from your parent or guardian to accept this agreement and use the services. The services are not intended for use by children under the age of 13.
- You affirm that you understand that if you provide your phone number or email address to Tradewater, you are giving Tradewater express written consent to contact you about your account or purchases.
Please read these terms carefully. This is a binding agreement between Tradewater, LLC (referred to as “Tradewater,” “we,” “us” or “our”) and any business that accesses or establishes a connection to the Services (“you” or “User”). By using or otherwise accessing the Services, or indicating your assent hereto by clicking “I agree” or similarly expressing acceptance where other options exist, you will be deemed to have accepted the terms of this agreement. Tradewater retains any rights not specifically granted to you in this agreement.
- PARTICIPATION IN THE PROGRAM
You wish to participate in Tradewater’s Carbon Neutral Collective Program (the “Program”) and to use and access the Program’s website portal, resources and other related services, including the Materials defined in Section 4 (collectively, the “Services”), and in order to do so, you agree to comply with all of the terms of this agreement.
You agree that Tradewater may, without prior notice for any reason or no reason, immediately terminate your account and participation in the Program, including access to the Services. You agree that all terminations for cause shall be made in Tradewater’s discretion and that Tradewater shall not be liable to you or any third-party for any termination of your account.
You further agree that your participation in the Program will last for one year and that, in order to continue to participate beyond one year, you must calculate your carbon emissions all over again and recommit to a new Purchase Plan.
- HOW THE PROGRAM WORKS
The Program allows small and medium sized businesses to measure their carbon emissions and offset them. A business first uses Tradewater’s Carbon Emissions Calculator to quantify the carbon emissions that the business creates on an annual basis. Tradewater’s Calculator relies on the formulas made available by the University of California at Berkeley’s CoolClimate Network. Then the business purchases Tradewater’s carbon offset credits in one of two Purchase Plan amounts: (a) equal to 100% of the calculated carbon footprint (“Full Purchase Plan”), or (b) equal to 50%-99% of the calculated carbon footprint (“Partial Purchase Plan”).
The carbon offset credits that the business purchases are developed through greenhouse gas destruction and mitigation projects executed by Tradewater’s global teams. Many of these projects find and destroy the world’s most potent greenhouse gases, preventing them from leaking into our atmosphere. Other projects involve recycling potent refrigerant gases to displace the production of new material.
Tradewater generates carbon offset credits in accordance with recognized carbon offset protocols established and governed by independent, third-party registries, including the American Carbon Registry and the Verified Carbon Standard (or Verra) (“Registry” or “Registries”). The carbon offset credits are issued and stored by the applicable Registry and each offset credit, once issued, has a unique and distinct serial number.
When you sign up for the Program and make a purchase of carbon offset credits, the corresponding number of credits are identified for retirement. Tradewater represents that it will retire the identified number of credits on a Registry. See Section 4 below for more information. The serial number corresponding to the retired credits is entered into Tradewater’s internal tracking system, linked to your payment, and that concludes the process.
- FEES AND PAYMENT
You may pay for your Purchase Plan on either a monthly or annual basis. The single annual payment or each monthly payment is referred to as a “Payment”. Access to the Program and Services requires timely Payment for the Purchase Plan selected. Within one business day of receipt of your Payment, you will receive an email confirming your Payment; thereafter, your Payment for offset credits will be deducted automatically on a monthly or annual basis, depending on the payment frequency you selected.
You acknowledge that you will make Payment using a credit card, whether by you or someone else in your organization on its behalf. By paying for the Purchase Plan with a credit card, you certify to the Company that you are at least 18 years of age and that you are the cardholder of the credit card, or that you are certifiably at least 13 years of age and expressly authorized by the cardholder to enroll in the Program. You further acknowledge that your obligation to make the Payments does not depend on use of the Materials, and that you remain obligated to make the Payments regardless of whether you use the Materials. Your obligation to make the Payments begins on the date of your plan registration, not the date of your first use of the Materials. Tradewater does not offer refunds.
Although Tradewater’s goal and programs are designed to reduce carbon emissions and improve the environment, Tradewater is not a public charity and payments to Tradewater do not constitute tax deductible charitable donations.
- WHAT YOU WILL RECEIVE IN RETURN FOR YOUR PAYMENT
Confirmation on Retirement of Credits
You will receive an email informing you that your credits are retired (“Retirement Email”). It is expected that this will occur within one week following each Payment. The Retirement Email will confirm that your Payment led to the retirement of a specific number of carbon offset credits, and it will identify each credit retired by serial number and carbon offset project.
In some instances, your order will be fulfilled by retiring fractions of one or more carbon offset credits. This would occur if your order included a credit fraction (e.g. you paid to retire 1.5 credits) (“Scenario A”) or if your order was used to fulfill a prior order that included a credit fraction (e.g. the person before you paid to retire 1.3 credits and you paid to retire 10 credits, resulting in a cumulative retirement of 11.3 credits) (“Scenario B”). Under either scenario, three things will occur: (1) the credit fraction portion of your order (either the additional 0.5 credits you ordered in Scenario A, or the residual 0.3 credits from the cumulative order in Scenario B) will be retired only after you or another user subsequently pays to retire credits equal to or in excess of the remaining fraction; (2) the Retirement Email corresponding to your entire order will arrive only after that subsequent fractional retirement; and (3) the Retirement Email will provide the serial number and carbon offset project number for a whole credit, but reference the fraction corresponding to your order (e.g. in Scenario A, you will receive a Retirement Email listing two offset credits and containing two serial numbers, but the second offset credit will reflect that your order was for only a 0.5 fraction of the second offset credit).
Each serial number and project number provided in a Retirement Email will be traceable to a particular carbon offset registry that you will be able to separately trace through the Registry. You will also be able to request a copy of the retirement certificate (“Retirement Certificate”) issued by the Registry if you send an email request to firstname.lastname@example.org.
Please note that the Retirement Email (or the Retirement Certificate, should you request it) is a representation of the carbon offset credits retired by virtue of your payment. It does not itself have any intrinsic, extrinsic or market value. It is not transferable on Tradewater’s books and records.
While you are a participant of the Program, you will be provided with, and have the right to use marketing materials commensurate with your Purchase Plan (“Materials”). Participants who select and pay for a Full Purchase Plan have the right to use the Carbon Neutral Business Badge (the “Badge”) and other marketing materials (collectively, with the Badge, the “Complete Materials”) on a limited, non-transferable, non-sublicensable, worldwide basis. Participants who select and pay for a Partial Purchase Plan do not have the right to use the Badge, but will have the right to use certain other designated Materials (“Partial Materials”), as provided for through the Program, on a limited, non-transferable, non-sublicensable, worldwide basis. Your right to use the Complete Materials or the Partial Materials is subject to your compliance with Tradewater’s design specifications and usage guidelines. Tradewater may modify the Materials from time to time.
You agree and understand that the Materials may only be used by the employees and agents of the legal entity that signs this agreement and only as allowed by your Purchase Plan. The reason is that use of the Badge signifies that the entity is current on payment for carbon offsets equivalent to 100% of its calculated carbon emissions. An affiliated company of the legal entity that signs this agreement must join the Program for itself.
Once your participation in the Program ends, for whatever reason, your right to use the Materials automatically and immediately ceases, and you must immediately stop, and instruct your employees and agents to immediately stop, use of the Materials.
In its sole discretion, Tradewater may, at any time, update the Materials and their design specifications and usage guidelines, and provide you with instructions and files reflecting such updates.
- AUTOMATIC RENEWAL OF PAYMENT
Tradewater will send you notice via email in advance of the one-year anniversary of your first Payment. The notice will inform you that your participation in the Program, and your right to access the Services, will cease unless you calculate your carbon emissions all over again and recommit to a new Purchase Plan.
Notwithstanding the foregoing, your Payment will automatically renew, either monthly or annually (depending on the Payment you originally selected), unless you cancel your participation in the Program as provided in Section 6. You must affirmatively cancel and opt out of the Program prior to its renewal date to avoid incurring further charges. Your credit card will be automatically charged unless you have notified Tradewater in accordance with Section 6 that you wish to cancel the Purchase Plan.
You may cancel your Purchase Plan at any time. However, Tradewater does not prorate any Payments upon termination or cancellation and does not refund any such amounts for any term already charged. You may cancel your account for the Services through the Program portal or by sending a certified letter, return receipt requested, to Tradewater, Attention: Cancellation, 1411 W. Carroll Street, Unit N, Chicago, Illinois, 60607, and your cancellation will be effective upon receipt. Communications other than the foregoing, including notifying your credit card company or bank that you no longer wish to be a member, will not serve as valid means of cancellation.
- RESTRICTIONS ON USE
You may access the Services only for use by your business consistent with this agreement and as expressly provided for by Tradewater. You may not use the Services for any other purpose or in any other manner. You may not, for example, (a) modify, publish, distribute, transmit, systematically download, use automated means to index or extract data from, participate in the transfer or sale or rental of, translate, create derivative works from, frame, co-brand, or in any way exploit any part of the Services other than for internal business use or as specifically permitted in this agreement, without Tradewater’s written consent, or (b) use the Services in any harmful or illegal manner or interfere with any party’s use or enjoyment of the Services. You agree to cooperate with Tradewater in causing any of your unauthorized use of the Services to immediately cease.
- INTELLECTUAL PROPERTY; DATA OWNERSHIP
Tradewater owns all right, title and interest in and to the Services, including all intellectual property rights therein.
The material accessible from the Program, including text, data, images, interfaces, the “look and feel” of any Program webpages, the Materials and other works of authorship (the “Content”) is owned or licensed by Tradewater. You may not copy, distribute, republish, upload, post, or transmit Content in any way without the prior written consent of Tradewater, except that you may use the Materials (including the Badge, if you selected the Full Purchase Plan) in accordance with Tradewater’s design specifications and usage guidelines. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Tradewater has the right to modify, manage or eliminate any Content at any time.
Tradewater’s name, logos, and other product and service identifiers are Tradewater’s trademarks. All other trademarks appearing on the webpages or materials relating to the Program are the property of their respective owners. No rights are granted to you in these trademarks.
Tradewater owns all information that it derives or aggregates from operating the Program, performing the Services, User activity relating to the Program, and User data, in each case as long as this information is sufficiently extracted, anonymized modified or transformed so that it cannot be reverse-engineered or otherwise identified from the inspection, analysis or further processing of the information or data.
- USER SUBMISSIONS
A “Submission” means any data, information or materials that Users provide to us as part of the Program, including the data Users submit to Tradewater’s carbon footprint calculator. You represent that all Submissions are accurate and complete to the best of your knowledge, and that any estimations are made to the best of your ability. Further, you represent that you own or otherwise possess all of the rights to any Submissions.
You agree to review the Submissions regarding your business (on which the carbon footprint calculator relies), and to revise any inaccurate Submissions, at least once a year or at a minimum before your plan renews at each 12-month anniversary date; failure to do so will result in Tradewater terminating your access to the Materials.
While you are a participant in the Program, Tradewater may publicly identify you as one of its participants, including by displaying your name and logo, subject to compliance with design specifications that you provide. Any design specifications you provide must be made in writing and provided to Tradewater at the time you make your first Payment. Tradewater may also publicly disclose your participation level (Full Purchase Plan or Partial Purchase Plan), the carbon footprint of your business, and your business address and social media accounts.
You are solely responsible for any violation under any theory of law that may be alleged relating to your Submissions, and any damages resulting therefrom. You may not send the Company any material in connection with the Services that (a) you do not have the right to transmit, including proprietary material of any third party, (b) contains information obtained illegally or advocates illegal activity or discusses an intent to commit an illegal act, (c) includes programs that contain viruses, worms, or any other malicious computer code, or (d) contains hyperlinks to other sites that contain content that falls within the descriptions set forth above.
Without limiting the foregoing responsibilities of the Users, Tradewater may monitor your activity to determine compliance with this agreement. Tradewater may remove or refuse Submissions for any reason.
The Program webpages may include hyperlinks to other websites that are not owned or operated by Tradewater. These links are provided for your convenience, and Tradewater may receive commissions or other financial compensation from the owners of these websites. Hyperlinks are to be accessed at your own risk. Tradewater may not have reviewed, and does not necessarily endorse, the content of other websites. Tradewater has no control over other websites and is not liable for any content, advertising, products, services or other materials on or available from those websites. Nonetheless, we wish to protect the Users of the Services, and we therefore invite feedback about websites that are linked from the Program webpages (see Section 19).
- SECURITY AND SECURITY VIOLATIONS
You may not attempt to violate the security of the Services, or use the Services to violate the security of other persons or websites or to violate the law, including by: (a) accessing data not owned by or intended for you or logging into an account that you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Services or to breach security or authentication measures; (c) attempting to interfere with service to any User, host or network, including without limitation, by submitting a virus to the Services; (d) sending unsolicited e-mail; (e) forging any TCP/IP packet header or any part of the header information in any e-mail; or (f) attempting to alter, make derivative works of, copy, disassemble or reverse engineer any of the software making up any part of the Services.
Tradewater will take all reasonably necessary steps to investigate suspected violations of this agreement. Tradewater reserves the right to involve and fully cooperate with any law enforcement authorities and comply with court orders requesting or directing Tradewater to disclose the identity of anyone engaging in conduct that is believed to violate the law. Tradewater further reserves the right, in its discretion, to release your details to system administrators at other sites in order to assist them in resolving security incidents.
You release Tradewater from and against any action taken by Tradewater during or as a result of its investigations and from any actions taken as a consequence of investigations by either Tradewater or law enforcement authorities.
- IMPORTANT DISCLAIMERS
Your use of the Services is at your own risk. The Services are provided on an “as is” and “as available” basis. Except for the warranties provided herein, Tradewater disclaims any warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, and any warranties arising out of course of dealing or usage of trade.
By way of illustration, and without limiting the generality of the disclaimer in the paragraph above, Tradewater disclaims any warranty that:
• The Services will be uninterrupted or error-free, or that defects will be corrected;
• The Program and the server that makes the Program available are free of viruses or other harmful components; or
• The Content is accurate, complete, or free of typographical errors.
All our estimates regarding the quantity of carbon credits or emissions reductions represented by your payment are based on best available emission factors provided by the University of California Berkeley’s CoolClimate Network and are subject to change.
- LIMITATION ON LIABILITY
Tradewater, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors shall not be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if Tradewater has been advised of the possibility of such damages. If you are a California resident, you waive California Civil Code Section 1542, which states, in part: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Your sole and exclusive remedy for dissatisfaction with the Services is to stop using the Services. In no event will the collective liability of Tradewater and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors to any party (regardless of the form of action, whether in contract, tort, or otherwise) exceed $100.
To the maximum extent permitted by law, you shall indemnify Tradewater, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors from and against all third-party claims, liabilities and expenses, including legal fees and costs, relating to your use of the Services or your breach of any representation or obligation contained in this agreement. Tradewater reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claim for which you are obligated to provide indemnification under this section. You shall fully cooperate as reasonably required in the defense of any claim.
This agreement constitutes the entire agreement between the parties relating to the subject matter contained herein. Tradewater may modify this agreement at any time by posting the revised terms and providing you with the opportunity to accept or reject the modifications during your next sign-on to the Services. If you do not agree to the modifications, you may be required to cease your access to the Services. Continued use or access of the Service after modification will constitute your acceptance of this agreement as modified.
- DISPUTE RESOLUTION; JURY WAIVER
All disputes relating to the interpretation of this agreement or the rights of the parties hereunder will be exclusively settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select the arbitrator. The place of arbitration shall be Chicago, Illinois. The parties will share equally in the costs of arbitration payable to the AAA, including the arbitrator. The award of the arbitrator will be accompanied by a reasoned opinion. Judgment on an arbitration award may be entered in accordance with the Federal Arbitration Act in any federal court having jurisdiction.
You acknowledge and agree that you and Tradewater are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Tradewater otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
The parties to this agreement may, notwithstanding the above, seek equitable relief in any proper court to enjoin a breach or threatened breach of any obligations under this agreement that might cause irreparable harm (without any requirement to post bond).
This agreement shall be governed and interpreted pursuant to the laws of the State of Illinois, United States of America, without regard to its choice of law rules. If any part of this agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any notices or other communications permitted or required hereunder will be in writing and given by Tradewater via e-mail, to the address that you provided when registering for the Services, and will be effective upon transmission. You may not assign this agreement without Tradewater’s prior express written consent.
- CONTACT AND FEEDBACK
We welcome and encourage feedback, comments and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing us at email@example.com or through the “Help” section of the Website. You agree that all Feedback will become the sole and exclusive property of Tradewater and you hereby irrevocably assign to Tradewater all of your right in and to all Feedback.
If you are a resident of California, you may request additional information or submit claims or complaints regarding the Services by calling the Complaint Assistance Unit of the Division of Consumer Services of California Department of Consumer Affairs at (800) 952-5210, or in writing at:
Complaint Assistance Unit
Division of Consumer Services
California Department of Consumer Affairs
1625 N. Market Blvd., Suite N 112
Sacramento, California 95834.
Last updated: July 29, 2021