Last Updated: October 25, 2022
- CarbonTerra reserves the right to change, withdraw, suspend or terminate the Sites at any time without notice. CarbonTerra will not be liable if your access to the Sites is restricted or the Sites are not available to you at any time, for any period, and for any reason.
- CarbonTerra reserves the right to suspend, deactivate, or replace a MyTerra Account at any time and for any reason.
- Your MyTerra Account
You must be a Registered User in order to access the MyTerra Platform. As part of the registration process, you will be required to provide certain information to CarbonTerra, including your name, email address, farm name, and geographic location (collectively, “Registration Information”) and to select a password. You are responsible for maintaining the confidentiality of your password and MyTerra Account and for all use of your password and MyTerra Account. You agree to: (a) immediately notify CarbonTerra of any actual or suspected unauthorized use of your password or MyTerra Account; and (b) ensure that you log out of your MyTerra Account at the end of each session. You agree that CarbonTerra will not be liable for any loss or damage arising from your failure to keep your password or MyTerra Account secure.
- Your Use of the Sites
- You will not (and will not permit any other Person to):
- share, transfer or otherwise provide access to your MyTerra Account to another Person;
- sub-license, publish, market, advertise, sell, rent, lend, lease or in any way distribute the Sites or any intellectual property rights therein, or otherwise make the Sites available to others;
- remove or obscure any proprietary notices or labels on the Sites, including brand, copyright, trademark and patent or patent pending notices;
- use the Sites to permit timesharing or service bureau use;
- access or use the Sites for the purpose of building a similar or competitive product or service;
- access or use Content on or in the Sites that is not intended for you;
- perform any vulnerability, penetration or similar testing of the Sites;
- attempt to gain unauthorized access to the Sites, or to circumvent, bypass or violate the security of the Sites;
- copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the Sites or any part thereof or otherwise attempt to discover any source code;
- disable, overly burden, impair, or otherwise interfere with servers or networks connected to Sites; or
- use the Sites to send, upload, collect, transmit, store, use, post, publish or otherwise communicate any Content that: (A) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (C) is false, intentionally misleading, or impersonates any other person; (D) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (E) is harmful to minors in any way or targeted at minors; (F) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (G) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability.
- Without limiting the foregoing, you represent and warrant to and covenant with CarbonTerra that your use of the Sites will not:
- in any manner violate the terms and conditions of any third-party website that is linked to the Sites;
- include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in CarbonTerra’ sole discretion;
- involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;
- involve, provide, or contribute any false, inaccurate, or misleading information;
- involve impersonating or attempting to impersonate CarbonTerra, a CarbonTerra employee, another user of the Sites, or any other Person (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
- transmit, or procure the sending of, any advertisements or promotions without CarbonTerra’s prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
- encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Sites, or which, as determined by CarbonTerra, may harm CarbonTerra or users of the Sites or expose them to liability;
- cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
- promote any illegal activity, or advocate, promote, or assist any unlawful act; or
- give the impression that they originate from or are endorsed by CarbonTerra or any other Person, if this is not the case.
- You will accept all patches, bug fixes and updates made by or on behalf of CarbonTerra to the Sites.
- CarbonTerra may, at its discretion:
- suspend your access to or use of the Sites:
- for scheduled maintenance;
- to address any emergency security concerns;
- Modify the Sites; and
- engage third parties to provide the Sites.
- Intellectual Property Rights; Reservation of Rights
- You retain all ownership and intellectual property rights in and to your User Information. You grant to CarbonTerra a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, fully paid-up right to access, collect, use, process, Modify, store, transfer, disclose and transmit the User Information to: (i) provide the Sites; (ii) improve and enhance the Sites and other products or services offered by CarbonTerra and its Affiliates; (iii) collect and analyze data and other information relating to the provision, use and performance of the Sites and related systems and technologies; and (iv) produce data, information and other materials (such as usage data) that are not identified as relating to a particular individual or company (such data, information and materials, “Aggregated Data”). CarbonTerra will own all Aggregated Data and may use, process, store, disclose and transmit Aggregated Data for any purpose and without restriction or obligation to you of any kind. You hereby assign and transfer to CarbonTerra, and agree to assign and transfer to CarbonTerra, as and when created, all rights in any User Information contained in the Aggregated Data that may be owned by you to the extent that any such rights have not automatically and immediately vested in CarbonTerra.
- CarbonTerra will own all Collected Information and may use, process, store, disclose and transmit Collected Information for any purpose and without restriction or obligation to you of any kind. You hereby assign and transfer to CarbonTerra, and agree to assign and transfer to CarbonTerra, as and when created, all rights in any Collected Information that may be owned by you to the extent that any such rights have not automatically and immediately vested in CarbonTerra.
- The Sites are made available or licensed and not “sold” to you and are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any part of the Sites, or sharing or granting access in any of the foregoing to any third party for any purpose.
- To the extent that you submit ideas, suggestions, documents, or proposals regarding the Sites to CarbonTerra (“Feedback”), you acknowledge and agree that:
- the Feedback does not contain confidential or proprietary information and CarbonTerra is not under any obligation of confidentiality with respect to the Feedback;
- CarbonTerra will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) the Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to you for such use;
- you waive any moral rights or other rights of authorship in the Feedback as a condition of submitting the Feedback.
- Any trademarks, trade names, domain names, graphics or logos appearing on or in the Sites, including “MyTerra”, “CarbonTerra”, “Atlas”, “Agronomax”, “Agraterra” (collectively, “Marks”) are the exclusive property of CarbonTerra, CarbonTerra’s Affiliates, or CarbonTerra’s third-party suppliers. You may not use the Marks any manner without CarbonTerra’s express written consent.
- Communications Not Confidential. CarbonTerra cannot guarantee the confidentiality of any communications made in or through the Sites or the security of Personal Information communicated over the Internet, public networks or otherwise transmitted to the Sites. If you choose to transmit Personal Information, you do so at your own risk. CarbonTerra is not responsible for circumvention of any privacy settings or security measures contained on the Sites.
- Additional Terms
- Confidential Information
- Warranty; Disclaimer; Indemnity
- DISCLAIMER OF WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CARBONTERRA HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CARBONTERRA EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SITES IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.
- Limitation of Liability
- Third Party Promotions, Content, Websites or Services
The Sites may provide you with access to third party promotions and offers through links, third party content, websites, or services. Likewise, CarbonTerra may allow you to access the Sites from third party systems. CarbonTerra does not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems (including any offers or promotions) are not under CarbonTerra’s control. If you choose to access any such content, websites, or services, or to access the Sites from such systems, you do so entirely at your own risk.
- Your Computer System
Downloading and viewing Content is done at Your own risk. CarbonTerra does not guarantee or warrant that the Sites are compatible with your computer system or that the Sites, or any links from the Sites, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Sites.
- Term and Termination
- General Provisions
- Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. To provide you with notice, CarbonTerra will: (a) send such notice to the email affiliated with your MyTerra Account; or (b) post such notice to the Sites. You are responsible for updating your MyTerra Account to ensure that the email affiliated with your MyTerra Account is current. To provide CarbonTerra with notice, you will send such notice to the following address:
CarbonTerra may update its contact information by providing you with notice of such updates.
- Export Restrictions. You will comply with all export laws and regulations that may apply to Your access to or use of the Sites.
- Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems, Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in laws preventing or limiting the provision of the services.
- Independent Contractors. CarbonTerra’s relationship to You is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to bind the other Party.
- “Affiliate” means, in relation to any Person including you or CarbonTerra, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with, that Person. For the purpose of this definition, a Person will be deemed to control another Person if that Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of that other Person, whether by operation of law, by contract, through the ownership of voting securities or otherwise.
- “Aggregated Data” has the meaning set out in Section 3(a).
- “Assessment Information” has the meaning set out in Section 5.
- “Collected Information” means: (i) Registration Information; (ii) Assessment Information; (iii) all information collected by or on behalf of CarbonTerra in connection with a Commitment Agreement; and (iii) any works derived from, and any intellectual property rights in, any of the foregoing.
- “Commitment Agreement” means any agreement entered into between you and CarbonTerra regarding the transfer and sale of any carbon credits, emission offsets, or similar assets.
- “Confidential Information” has the meaning set out in Section 10(a).
- “Content” means interfaces, functionality, graphics, images, videos, audio, text, data, documentation, and other information.
- “Disclosing Party” has the meaning set out in Section 10(a).
- “Feedback” has the meaning set out in Section 3(d).
- “Marks” has the meaning set out in Section 7(e).
- “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
- “MyTerra Account” means an account issued by CarbonTerra to a user of the Sites that has completed the MyTerra Platform registration process.
- “MyTerra Platform” means CarbonTerra’s carbon credit and precision agriculture platform for Registered Users.
- “Parties” means you and CarbonTerra and “Party” means you or CarbonTerra as the context requires.
- “Person” means a natural person, a corporation, a partnership, a limited partnership, a joint venture, an association, a trust, a governmental authority or an unincorporated organization.
- “Personal Information” means any information about an identifiable individual, such as a name, an identification number, location data, or an online identifier.
- “Privacy Laws” means applicable federal, provincial and local laws, rules and regulations concerning the privacy and security of Personal Information.
- “Receiving Party” has the meaning set out in Section 10(a).
- “Registered User” means a user of the Sites with a MyTerra Account.
- “Registration Information” has the meaning set out in Section 4.
- “Sites” means any: (i) CarbonTerra website, including com; (ii) applications made available by CarbonTerra from time to time via a CarbonTerra website or in any app store for use on mobile devices, tablets, personal computers or other devices; (iii) Content offered on or through any of the foregoing, including the MyTerra Platform; and (iv) Modifications to any of the foregoing.
- “Term” has the meaning set out in Section 13.
- “User Information” means any Content that you transmit, load, or enter into the Sites, including, but not limited to Personal Information, but excluding all Aggregated Data, Collected Information and Feedback.