ZOOTERRA TERMS OF SERVICE

Last updated on February 25, 2019.



Welcome to Zooterra a platform to engage in wildlife and habitat conservation in a direct and transparent manner using geolocation, digital token and satellite imaging technologies.

This Terms of Use ("Agreement") is a contract between you ("you") and Zooterra Inc., a Delaware public benefit corporation (together with its affiliates, officers, directors, agents, employees, representatives, partners and their respective affiliates, collectively, "Zooterra" or “we”) and governs your access and use of the Zooterra.com website, and all other websites and services owned and operated by Zooterra that have this Agreement posted (collectively, the "Website"), including, but not limited to, all transactions conducted on the Website and all Zooterra services provided in connection with the Website.

By accessing or using the Website, you signify that you have read all of the terms and conditions in, and linked to, this Agreement (including the Privacy Policy), and you agree to be bound by this Agreement, whether or not you participate in Zooterra's services or activities (collectively, the "Services") or otherwise access or use the Website (in each such capacity, a "Guardian"). If you do not agree with all of the terms and conditions in this Agreement, please do not participate in the Services or access or use the Website.

This Agreement may be modified by Zooterra in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted by Zooterra on the Website (as indicated by the posted update date). Your participation in the Services and use of the Website will be subject to any such modifications. You should review the Website and this Agreement from time to time for any modifications. If you do not agree with any such modifications, please immediately terminate your registered Zooterra account and please immediately stop participating in the Services and accessing and using the Website.

This Agreement is divided into the following sections:

  1. THE TERRA
  2. THE SERVICES
  3. OWNERSHIP
  4. TRANSACTION
  5. TERMINATION
  6. RISK
  7. DISCALIMERS
  8. LIMITATION OF LIABILITY
  9. INDEMNIFICATION
  10. CHANGES
  11. CHILDREN
  12. GOVERNING LAW
  13. ENTIRE AGREEMENT, SEVERABILITY & ASSIGNMENT


1. THE TERRA

A. Terra. Zooterra matches you and other persons with the opportunity to help preserve land and wildlife. Through the Services, you can buy a collectible token called a Terra associated with 1-hectare of natural areas around the world. Purchasing a Terra means that you are helping to preserve the broader natural area which the terra is part of. Each Terra is digitally generated and uniquely identified. When you purchase a Terra, a portion of that sale funds projects linked to the areas and wildlife you select. You can get updates on the progress of the preservation of specific habitats and species. We will release a certain number of Terras (and make them available for purchase) on the day we first launch the Services. As Zooterra expands the territory to be preserved, the number of Terras will increase, so the amount of Terras will be dictated by the amount of area we are seeking to protect.

B. Transparency & Accountability. At the moment of purchase, you have full transparency in the conservation project to take place. We will describe the project, its conservation goals, the amount that will be contributed to the project and the organization or agency that will execute the project on the ground (“Field Partner”). After the purchase, we will provide project updates and progress and assess health of the forest covered by the Terra using satellite imagery when possible.

2. THE SERVICES

A. Installation. To most easily use the Services, you may first install a web browser (such as the Google Chrome web browser) and engage in transactions using a valid credit card. You understand that your user Display name on the Services will be made publicly visible whenever you engage in a transaction on the Services.

C. Third Party Services. We neither own nor control Google Chrome, Stripe, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Services. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

D. Accuracy of Information. You must provide accurate and complete registration information when you create an account for the Services. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and update as necessary your account information. You are responsible for the security of your account. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at [email protected]

E. Alpha Disclaimer. The Services are still in early phase testing phase and is provided on an “as is” and “as available” basis and may contain defects and software bugs. You are advised to safeguard important data, property and content, to use caution, and to not rely in any way on the correct or secure functionality or performance of the Services.

3. OWNERSHIP

A. Terra Ownership. You own the Terra. Each Terra is a collectible digital token on the web.

B. Services Ownership. You acknowledge and agree that we own all legal right, title and interest in and to all other elements of the Services, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Services (collectively, the “Zooterra Materials”)). You acknowledge that the Zooterra Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Zooterra Materials are the copyrighted property of Zooterra or its licensors, and all trademarks, service marks, and trade names associated with the Services or otherwise contained in the Zooterra Materials are proprietary to Zooterra or its licensors. Except as expressly set forth herein, your use of the Services does not grant you ownership of or any other rights with respect to any content, code, data, or other Zooterra Materials that you may access on or through the Services. We reserve all rights in and to the Zooterra Materials that are not expressly granted to you in these Terms. For the sake of clarity, you understand and agree: (a) that your purchase of a Terra, whether via the Services or otherwise, does not give you any rights or licenses in or to the Zooterra Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Zooterra Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any Zooterra trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

C. Land Ownership. Purchasing a Terra gives you no rights to the underlying real estate that the Terra is associated with.

4. TRANSACTION

A. Purchase. If you elect to purchase, a Terra via the Services, any financial transactions that you engage in will be conducted through our payment processor. All purchases on the Services are final.

B. Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Services (including, without limitation, any Taxes that may become payable as the result of your ownership, or transfer of any Terra. Except for income taxes levied on Zooterra, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.

5. TERMINATION

You may terminate these Terms at any time by canceling your account on the Service and discontinuing your access to and use of the Services. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Services. You agree that any suspension or termination of your access to the Services may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Services or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 2 through 13 will survive the termination or expiration of these Terms for any reason.

6. RISKS

A. Price Fluctuation. The sale price of a Terra may fluctuate based on supply and demand of Terras, cost of the projects to fund or other factors. We have the right to set the price of a Terra at our discretion.

B. Funding. It is possible that for any reason, a project might not reach its funding goal through the Terra sales or through their overall efforts from different funding sources to be able to conduct the project. In such an event, Zooterra may change the project linked to a Terra or reserve the funding to allocate to a suitable project at a later date.

C. Field Partner Risk. We strive to work with high-quality Field Partners to preserve and restore the environment and wildlife. However, we cannot guarantee the quality of their work, nor the integrity of their reporting. A Field Partner that performs poorly could limit the effectiveness of the Services. You understand that any and all decisions made by you with respect to the Services are yours alone. We cannot and do not verify the accuracy of information from Field Partners or other Guardians. You acknowledge and agree that we are not acting as your fiduciary, and we assume no advisory or fiduciary responsibility with respect to you in connection with the Services.

D. Risk of Regulatory Actions in One or More Jurisdictions. We and the Services could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of the Services to continue to develop, or which could impede or limit your ability to access or use the Services.

E. Software Security. You acknowledge and agree that the Services and related applications are software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Services or Content and the trustworthiness of any third-party websites, products, or Content you access or use through the Services. You further expressly acknowledge and agree that web applications can be written maliciously or negligently, that we cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by Zooterra in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services.

F. Satellite Imagry. Zooterra analysis will be dependent on satellite imaging and related software. You acknowledge that this analysis may not be a fully complete, accurate, or up to date representation of the habitat health and that in some locations, it might not be available due to technical limitations, imagery availability or other reasons. Any analysis of the projects in any form, does not constitute an endorsement by us or any related organization.

7. DISCLAIMERS

A. AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, (III) THE SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

B. SECURITY RISKS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

C. LOSSES. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) GUARDIAN ERROR, SUCH AS FORGOTTEN PASSWORDS; (ii) SERVER FAILURE OR DATA LOSS OR (iii) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES.

D. DIGITAL COLLECTIBLES. TERRAS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE SERVICE.

8. LIMITATION OF LIABILITY

A. NO LIABILITY.YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. TOTAL LIABILITY. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.

C. RISK. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.

D. JURISDICTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

9. INDEMNIFICATION

You agree to hold harmless and indemnify Zooterra and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' fees arising out of or in any way related to (i) your use of the Services, (ii) your breach of these Terms, (iii) your misuse of the Services, or (iv) your violation of applicable laws, rules or regulations in connection with your access to or use of the Website or Services. You agree that Zooterra will have control of the defense or settlement of any such claims.

10. CHANGES

We may make changes to the Services or the Agreement from time to time. When we make changes, the updated Agreement will be made available through the Services and update the “Last Updated” date at the beginning of this Agreement accordingly. Please check this Agreement periodically for changes. Any changes to the Agreement will apply on the date that they are made, and your continued access to or use of the Services after the Agreement have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Agreement, you must not access or use the Services.

11. CHILDREN

You affirm that you have reached the age of majority in your jurisdiction.

12. GOVERNING LAW

This Agreement is governed by the laws of the State of New York, USA, without regard to its choice of law or conflict of law provisions.

13. ENTIRE AGREEMENT, SEVERABILITY & ASSIGNMENT

A. Entire Agreement & Severability. This Agreement along with our Privacy Policy, accepted upon your access and use of the Services affirmed by becoming a Guardian, contains the entire agreement between you and Zooterra regarding the use of the Services. This Agreement may not be orally amended. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

B. Assignment. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns. We have the right to delegate, assign and otherwise transfer any or all of its rights and duties under this Agreement. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

C. Contact. Please contact us at [email protected] with any questions regarding this Agreement.