User Terms of Service

  1. Overview

    2. Your Arbor Inc. (“Arbor”, “we”, “us”, or “our”) has developed and hosts the “software-as-a-service” solution that that is designed to (a) analyze the environmental impact of the Customer’s products; (b) provide an assessment regarding the sustainability of the Customer’s products against certain sustainability benchmarks (the “Measure Services”); and (c) showcase the sustainability of the Customer's products to their consumers on the Customer’s websites and other similar digital platforms (the “Showcase Services”, and together with the Measure Services, the “Services”).

    These User Terms of Service (these “User Terms”) (1) govern your access to and use of, including any content and functionality offered on or through, www.arbor.eco (the “Website”); and (2) govern your access to and use of the Services as well as all information, content and documentation available on or through the Services or that are associated with the Services (the “Content”, and together with the Services, Website and Arbor Data, the “Arbor Property”).

  2. Privacy Policy

    3. These User Terms also incorporate our Privacy Policy by reference.

  3. Acceptance of these User Terms

    4. Please read these User Terms carefully. They constitute a legal agreement between you and Arbor. By executing an agreement that references these User Terms, or by accessing or using the Website or Services, you confirm your agreement to accept and be bound by these User Terms, as they may be amended from time to time (see below), in relation to your entire relationship with Arbor, both before and after your acceptance of these User Terms. If you do not agree to these User Terms you must not access or use the Website. Further, if the individual who accepts these User Terms does not have the authority, or does not agree with these User Terms, that individual must not accept these User Terms and may not access or use the Services or other Arbor Property.

  4. Access to and use of the Services

    5. To access or use the Services and Content, you must accept these User Terms. Please note that in order to access certain subscription based functionality available through the Services, you must be provided with access to the Services through one or more persons that have registered for a subscription for the Services (each, a “Customer”). Your access to the Services is subject to (a) the discretion of the Customer that has provided you with access to or use of the Services, who may terminate or suspend your access to or use of the Services; and (b) your compliance with the terms and conditions of these User Terms, as determined by Arbor in its sole discretion.

  5. Account Creation, Security, and Maintenance

    6. Before completing the sign-up process for your account, you will be required to indicate your acceptance of these User Terms. By creating an account, you represent, warrant, and covenant that you (a) can form a binding contract with Arbor; (b) will comply with these User Terms and all applicable laws, rules, and regulations; (c) will provide accurate, current, and complete information about yourself as prompted by our registration form or otherwise; and (d) will maintain and update your information, including your contact information, so that it remains accurate, current, and complete at all times.

    You will be responsible for the confidentiality and use of your username and password and agree not to transfer to any third-party your right to use or access the Services via your account. Arbor hereby disclaims any and all responsibility or liability for any unauthorized use of your account. You agree to notify us immediately of any unauthorized use, theft, or appropriation of your account, username, or password. We will not be liable for any loss that you incur as a result of someone else’s use of your account, username, or password, either with or without your knowledge. For clarity, you are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities that are conducted through your account.

  6. Intellectual Property

    7. Access and Use of the Services. Subject to the terms and conditions of these User Terms, Arbor will provide you with access to and use of the Services and Content. Your right to access and use the Services and Content is non-exclusive, may not be transferred or sublicensed to any other person or entity, any may be revoked by Arbor at any time, in its sole discretion, in accordance with these User Terms.

    Ownership of Content, Documentation, and Services. You acknowledge and agree that the Arbor Property, including all intellectual property and intellectual property rights in or related to the Arbor Property, are, will be, and will remain the sole and exclusive property of Arbor, its affiliates, its licensors, or their respective successors and assigns. Neither these User Terms nor your use of the Arbor Property convey or will convey to you any right, title, or interest in or in relation to the Arbor Property, except for the limited right to access and use the Website, Services, Content, and Documentation that is granted to you expressly in these User Terms. All rights in and to the Arbor Property, and the intellectual property in and related to them are expressly reserved by their owner(s), except to the extent of the licence expressly granted to you in these User Terms.

    Ownership of Arbor Data. You acknowledge and agree that any and all data, performance metrics, analytics, reports, know-how, or other information related to the functionality or performance of the Services, including the De-Identified Data (collectively, “Arbor Data”), regardless of how, when, or by whom they are created, are, will be, and will remain the sole and exclusive property of Arbor, its affiliates, its licensors, or their respective successors and assigns. You further acknowledge and agree that the Arbor Data is an original compilation protected by copyright law, Arbor has dedicated substantial resources to collect, manage and compile the Arbor Data, and the Arbor Data constitutes trade secrets of Arbor. All rights in and to the Arbor Data, and the intellectual property in and related to the Arbor Data, are expressly reserved by their owner(s), except to the extent of the limited licence expressly granted to you in these User Terms.

    License to Feedback. You grant to Arbor, its affiliates, and their respective licensees, successors, and assigns, an exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid up, transferable, and sublicensable right and license to use and incorporate into the Arbor Property any suggestion, enhancement, request, recommendation, correction, or other feedback provided by you relating to the Arbor Property or the business, products, or services of Arbor or its affiliates.

  7. Restrictions; Code of Conduct

    8. You agree that you will not:

    • provide, disclose, divulge or make available to, or permit use of the Arbor Property by, any third party;

    • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Arbor Property to any third party, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

    • copy, modify, or create derivative works or improvements of or based on the Arbor Property;

    • interfere, or attempt to interfere, with the Arbor Property in any way, including to reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Arbor Property, in whole or in part;

    • engage in spamming, mailbombing, spoofing or any other fraudulent, illegal or unauthorized use of the Arbor Property;

    • remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Arbor Property;

    • engage in or allow any action involving the Arbor Property that is inconsistent with the terms and conditions of this Agreement;

    • bypass or breach any security device, or protection used by or in connection with the Arbor Property, including in connection with the access or use of the Services or Arbor Property;

    • input, upload, transmit, or otherwise provide to or through the Arbor Property any information or materials that are unlawful or injurious, or contain, transmit, or activate any software or other technology, including any virus, trojan horse, worm, backdoor, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system or network; or (ii) application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data; or (b) prevent you or any other authorized user from accessing or using the Services as intended (“Harmful Code”);

    • damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Arbor Property, including the Arbor’s provision of Services to any third party, in whole or in part;

    • remove, delete, alter, or obscure any warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Arbor Property;

    • access or use the Arbor Property in any manner or for any purpose that (i) infringes, misappropriates, or otherwise violates the intellectual property or other rights of the Arbor or any third party, or (ii) violates any applicable law;

    • access or use the Arbor Property for purposes of competitive analysis of the Arbor Property, the development, provision or use of a competing software service or product, or any other purpose that is to the Arbor’s detriment or commercial disadvantage; or

    • otherwise access or use the Arbor Property beyond the scope of the authorizations granted under this Agreement.

    Engaging in prohibited conduct constitutes a breach of these User Terms and may subject you to civil liability or criminal prosecution under applicable laws. Arbor reserves the right to investigate and/or terminate your account, without a refund of any purchases or settlement of any outstanding accounts, if you have violated these User Terms, misused any Arbor Property or acted in a manner that Arbor considers as inappropriate or unlawful.

  8. Availability and Currency of the Services

    9. While Arbor endeavours to keep downtime to a minimum, we cannot promise that the platform or availability of the Services will be uninterrupted, secure or error-free. We reserve the right to interrupt or suspend access to the Services and Content, or any part thereof, with or without prior notice for any reason and you will not be entitled to any refund of fees or other compensation for any such interruption or suspension.

    You are solely responsible, at your own expense, for obtaining and maintaining all Internet access, computer hardware, and other equipment and services needed to access and use the Services.

    Arbor updates the Content on the Services and Website periodically. However, Arbor cannot guarantee or accept any responsibility or liability for the accuracy, currency, or completeness of that Content. Arbor may revise, supplement or delete information, Content, and services or resources contained on the Services or Website and reserves the right to make such changes without prior notification to past, current, or prospective users.

  9. Internet, Software, and Computer Viruses

    10. Arbor is not responsible or liable for any software, computer viruses, or other destructive, harmful, or disruptive files or programs that may infect or otherwise affect the use of your computer equipment or other property on account of your access to or use of the Website or Services or your downloading or otherwise acquiring any Content or other information from or through the Website or Services.

  10. Disclaimers

    11. ARBOR DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ARBOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ALL SERVICES, CONTENT, AND ANY OTHER ARBOR PROPERTY ARE PROVIDED “AS-IS” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. FOR CLARITY, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ARBOR MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, CONTENT, OR ANY OTHER ARBOR PROPERTY, OR ANY PRODUCTS, SERVICES, OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

  11. Limitation of Liability

    12. IN NO EVENT WILL ARBOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR RELATED TO THESE USER TERMS, USE OR INABILITY TO USE OR RELIANCE ON THE WEBSITE, OR THE PROVISION OF THE SERVICES OR CONTENT (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWSOEVER ARISING, EITHER OUT OF A BREACH OF THESE USER TERMS (INCLUDING BREACH OF WARRANTY), NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ARBOR HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

    ARBOR’S TOTAL MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING UNDER THESE USER TERMS OR IN CONNECTION TO THE USE OR EXPLOITATION OF ANY PART OF THE SERVICES OR THE WEBSITE, OR ANY CONTENT, IN ANY MANNER, WILL BE LIMITED TO CAD$10.

    ARBOR DOES NOT ASSUME ANY RISKS BEYOND THOSE EXPRESSLY STATED IN THESE USER TERMS.

  12. Indemnification

    13. You will indemnify, defend, and hold harmless Arbor, its affiliates, and their respective directors, officers, shareholders, employees, staff, representatives, agents, licensors, licensees, successors, and assigns (the “Arbor Parties”) from and against any and all claims, demands, damages, judgments, penalties, fines, costs, and expenses, including legal fees, and disbursements, incurred by the Arbor Parties, relating to, arising from, or in connection with a third party claim, demand, action, or proceeding arising out of (a) an allegation that your unauthorized use of the Services infringes, misappropriates, or otherwise violates any third party’s rights or is otherwise unlawful; (b) your breach of this Agreement, including, any representation, warranty, covenant, or obligation therein; (c) your negligence, fraud, or willful misconduct; (d) your use of the Arbor Property in a manner that is not authorized by these User Terms; (e) your use of the Arbor Property in combination with data, software, hardware, equipment or technology not provided by Arbor or authorized by Arbor in writing; or (f) any modifications made by you to the Services or to any other Arbor Property that have not been authorized by Arbor in writing.

  13. Suspensions and Termination

    14. Arbor may, at any time and from time to time, without notice, suspend or terminate your access or right to use to the Services if Arbor determines, in its sole discretion, that:

    • you have violated or otherwise breached these User Terms;

    • any information provided by you is untrue, inaccurate, not current, or incomplete; or

    • you, or any other parties, are obtaining unauthorized access to the Services, Content, or any other systems or information of Arbor.

    A suspension may be for such period of time as Arbor considers necessary to permit the thorough investigation of the conduct at issue.

    You agree that, upon the suspension or termination of your access or right to use the Services, you will immediately cease and desist from all use of the Services unless and until access is restored by Arbor.

  14. Linked Websites

    15. The Services may provide links to third-party websites for your convenience only. Arbor is not responsible for those websites and the inclusion of these links does not imply that Arbor either monitors or endorses them. Please be aware that these third-party websites are governed by separate terms and conditions and privacy policies. We encourage you to be aware when you click these links and leave our Website or Services. Your use of these third-party websites is at your own risk. Arbor is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or reliance upon any information, content, goods, or services available on or through any third-party websites or linked resources.

  15. Copyright Dispute Policy

    16. If you believe that material or content that resides or is accessible on or through the Services or the Website infringes a copyright, please send a notice of claimed infringement to Arbor by email at support@arbor.eco.

    The notice should contain the following information:

    • contact information about the claimant, including name, mailing address, and other particulars required to communicate with the claimant;

    • identification of the work or other subject matter to which the claimed infringement relates;

    • a description of the claimant’s interest or rights in or to the work or other subject matter;

    • identification of electronic location of the infringing material to which the claimed infringement relates, with sufficient detail so that Arbor is capable of finding and verifying its existence;

    • the date and time of the commission of the claimed infringement; and

    • any other information that may be prescribed under applicable laws.

    The notice may not contain any of the following:

    • an offer to settle the claimed infringement;

    • a request or demand, made in relation to the claimed infringement, for payment or for personal information;

    • any reference, including by way of hyperlink, to such an offer, request, or demand; or

    • any other information that may be prescribed under applicable laws or regulations.

    If the notice is not compliant with these requirements, Arbor will have no legal or other obligation to take any action in relation to the claimed infringement.

    If a proper bona fide infringement notice is received in accordance with these User Terms, it is Arbor’s policy to remove or disable access to the infringing material; notify the user that posted, submitted or uploaded the subject content that Arbor has removed or disabled access to the material; and where Arbor deems appropriate, discipline repeat offenders, in accordance with applicable laws, by suspending or terminating the offender’s access to or use of the Services or the Content, in whole or in part.

  16. Changes to these User Terms

    17. You acknowledge and agree that we may make changes to these User Terms from time to time, for any reason, in our sole and absolute discretion. The most recent version of these User Terms will be posted at https://www.arbor.eco/terms. If the changes that we make include material changes that affect your rights and obligations, we will take reasonable steps to notify you of the changes in advance. Your continued use of the Arbor Property after we post and/or notify you of any changes to the User Terms means that you accept and agree to be bound by the User Terms as amended.

  17. General Terms

    18. You may not assign, transfer, sublicense, or convey these User Terms, including any rights granted by Arbor and obligations assumed by you, except with Arbor’s prior written consent. We may assign, transfer, sublicense, or convey these User Terms, and our rights and obligations under them, to any third party without notice to you.

    No waiver of satisfaction of a condition or non-performance of an obligation under these User Terms is effective unless it is in writing and signed by the party granting the waiver or that party’s authorized representative. Unless expressly granted in writing and signed by the party granting the waiver or that party’s authorized representative, no waiver will extend to any subsequent non-satisfaction of a condition or non-performance of an obligation under these User Terms, whether or not of the same or similar nature to that which was waived. No waiver will affect the exercise of any other rights or remedies under these User Terms. Any failure or delay in exercising any right or remedy will not constitute, or be deemed to constitute, a waiver of that right or remedy. No single or partial exercise of any right or remedy will affect further exercise of any right or remedy.

    The headings used in these User Terms and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

    These User Terms and all related documents, and all matters arising out of or relating to these User Terms, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Alberta or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Alberta.

    The provincial and federal courts located in Calgary, Alberta, Canada will have exclusive jurisdiction over any dispute relating to these User Terms, and each party consents to the exclusive jurisdiction of those courts.

    If any provision of these User Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these User Terms and will not affect the validity and enforceability of any remaining provisions.

    These User Terms, together with any additional terms and conditions presented to you at the time of your use of the Services, Website, or Content, and to any separate written agreement between you and Arbor, constitute the entire agreement; there are no representations, covenants, or other terms other than those set out thereunder, and supersedes any previous discussions, understandings, or agreements, between the parties relating to its subject matter.

  18. Questions, Concerns, and Suggestions

    19. If you have any questions, concerns or suggestions regarding the Website, Services, Content, or these User Terms, please contact us at: support@arbor.eco.