Effective Date: December 22, 2017
Each time you access and/or use the Online Services, you agree to be bound by, and comply with, these Terms and any applicable Additional Terms then posted (subject to Section 10). Therefore, do not use the Online Services if you do not agree. The business realities associated with operating the Online Services are such that, without the conditions that are set forth in these Terms - such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes - we would not make the Online Services available to you. Below is a table of contents, which you can click on to link to each section of these Terms. At the end of each section, you can click on a link to return to this table of contents.
Table of Contents
1. Intellectual Property
The Online Services and its content, features and functionality ("Content") are and will remain the exclusive property of Cypress Creek Renewables and its licensors. The Online Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Subject to your strict compliance with these Terms and the Additional Terms, Cypress Creek Renewables grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download and copy (temporary storage only of web site content and a single device download and storage of the mobile app), display, view, use, and play our Content on a personal computer, browser, laptop, tablet, mobile phone or other wireless device, or other Internet-enabled device (each, a "Device"), and/or print one copy of the Content (excluding source and object code in raw form or otherwise) as it is displayed to you, in each case for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Cypress Creek Renewables' sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms. Your breach of any of these Terms or Additional Terms automatically terminates this license.
2. Content You Submit and Your Use of the Online Services
A. Content You Submit
B. Service Use Restrictions.
You agree that you will not: (i) use the Online Services for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other "hidden text" utilizing any Intellectual Property; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party, or are otherwise objectionable to Cypress Creek Renewables; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Online Services by any means whatsoever or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Online Services; (v) engage in any activity that interferes with a user's access to the Online Services or the proper operation of the Online Services, or otherwise causes harm to the Online Services, Cypress Creek Renewables, or other users of the Online Services; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the Online Services or any feature that restricts or enforces limitations on use of or access to the Online Services or the Content; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Online Services, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Online Services, other computer systems or networks connected to the Online Services, through password mining or any other means; or (ix) otherwise violate these Terms or any applicable Additional Terms.
C. Content Use Restrictions.
You also agree that, in using the Online Services, you: (i) will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Online Services by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout); (iii) will keep intact all trademark, copyright, and other intellectual property and other notices contained in such content; (iv) will not use such content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands; (v) will not make any modifications to such content; (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of Cypress Creek Renewables or, in the case of content from a licensor, the owner of the content; and (vii) will not insert any code or product to manipulate such content in any way that adversely affects any user experience or the Online Services.
D. Availability of Service and Content.
Cypress Creek Renewables, in our sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Online Services and/or Content (and any elements and features of them), in whole or in part, for any reason, in our sole discretion, and without advance notice or liability.
3. Third-Party Services; Advertisements; Dealings with Third Parties
The Online Services may contain or may link to, interact with or otherwise be associated with third party platforms, services, plug-ins, applications, ads, tools and/or other content, and/or links to third-party websites or other services that are not owned, controlled or operated by Cypress Creek Renewables (collectively, "Third-Party Services"), including services operated by advertisers, licensors, licensees, e-commerce partners and certain other third parties who may have business relationships with Cypress Creek Renewables. This may include the ability to register or sign in to our Services using Facebook Connect or other third party tools, and to post content on third party sites and services using their plug-ins made available via our Online Services. We may also host our content, apps and tools on Third-Party Services. Cypress Creek Renewables may have no control over the content, operations, policies, terms, or other elements of Third-Party Services, and Cypress Creek Renewables does not assume any obligation to review any Third-Party Services. Cypress Creek Renewables does not necessarily endorse, approve, or sponsor any Third-Party Services, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Cypress Creek Renewables is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Services. Some Third-Party Services may impose fees for access to their resources through our Online Services and/or your account and you are responsible for all such fees. Finally, as permitted by applicable law, we will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Services. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Services. Cypress Creek Renewables disclaims all liability in connection therewith, as permitted by applicable law.
4. Termination and Survival
We may terminate or suspend your access to the Online Services, in whole or in part, immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability and arbitration and class action waivers.
As permitted by applicable law, you agree to defend, indemnify and hold harmless Cypress Creek Renewables, and its suppliers, licensees and licensors, and their employees, contractors, agents, officers and directors, and each of the successors and assigns ("Cypress Creek Parties"), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Online Services, or b) a breach of these Terms.
6. Limitation of Liability
As permitted by applicable law, in no event shall any of the Cypress Creek Parties be liable to you for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Online Services; (ii) any conduct or content of any third party on or in connection with the Online Services; (iii) any Content obtained from the Online Services; and/or (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose, as permitted under applicable law.
As permitted by applicable law, your use of the Online Services is at your sole risk, the Online Services are provided on an "AS IS" and "AS AVAILABLE" basis, and the Online Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, as permitted under applicable law.
The Cypress Creek Parties do not warrant that a) the Online Services will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Online Services are free of viruses or other harmful components; or d) the results of using the Online Services will meet your requirements.
8. Dispute Resolution
Certain portions of this Section are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and Cypress Creek Renewables agree that we intend that this Section satisfies the "writing" requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. You can opt-out of this Section by providing us written notice thereof within five (5) business days of your first use of the Online Services addressed to Cypress Creek Renewables, Cypress Creek Renewables, 3250 Ocean Park Boulevard, Suite 355, Santa Monica, CA 90405, Attention: Legal Department.
A. First - Try to Resolve Disputes and Excluded Disputes.
B. Binding Arbitration.
Disputes will be resolved solely by binding arbitration in accordance with the then-current commercial Arbitration Rules of the American Arbitration Association ("AAA"). If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to arbitrate the Dispute then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS' streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Cypress Creek Renewables consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules. However, if applicable arbitration rules or laws require Cypress Creek Renewables to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Cypress Creek Renewables will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator will apply applicable law and the provisions of these Terms and any Additional Terms, will be bound by these Terms and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party's individual claim. All issues are for the arbitrator to decide. This arbitration provision shall survive termination of these Terms or the Online Services.
C. No Class Action Matters and Jury Waiver.
Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. YOU AND CYPRESS CREEK RENEWABLES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. There shall be no right or authority for any Dispute, or Excluded Dispute, to be determined on a class action basis or on any basis involving Disputes, or Excluded Disputes, brought to a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in this Section to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to this Section. As permitted by applicable law, the parties each waive any right to trial by jury.
These Terms shall be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms, or applicable Additional Terms, will not be considered a waiver of those rights. If any provision of these Terms, or applicable Additional Terms, is held to be invalid or unenforceable by a court, the remaining provisions will remain in effect. These Terms, together with any applicable Additional Terms, constitute the entire agreement between us regarding our Online Services, and supersede and replace any prior agreements we might have had between us regarding the Online Services.
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR ONLINE SERVICES EVOLVE, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE ONLINE SERVICES MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE ONLINE SERVICES UNDER THE TERMS OR APPLICABLE ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE ONLINE SERVICES YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF NEW TERMS BY POSTING THEM ON THE ONLINE SERVICES (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE ONLINE SERVICES AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE NEW TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms, and any applicable Additional Terms, each time you use the Online Services (at least prior to each transaction or submission). Any new Terms or Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Online Services will continue to apply to such prior use and any specific term to which we previously committed to apply those terms (if applicable) (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional terms by discontinuing use of the Online Services.
11. Contact Us
If you have any questions about these Terms, please contact us at:
Cypress Creek Renewables
3250 Ocean Park Boulevard,
Santa Monica, CA 90405
Attention: Legal Department