Last revised on: January 3, 2023

The website located at www.greenthebid.earth (the “Site”) is owned by Green The Bid, a California non profit corporation (“GTB”, “us”, “our”, and “we”).  Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features from time to time.  All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms of service and privacy policy (altogether, these “Terms”) set forth the legally binding terms and conditions that govern your use of OUR Site and our other services (the site and other services, EACH, A “SERVICE”).  By accessing or using OUR SERVICES, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).  you may not access or use the SERVICES or accept the Terms if you are not at least 18 years old.  If you do not agree with all of the provisions of these Terms, do not access and/or use OUR SERVICES.

These terms require the use of arbitration (Section 8.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

1. Access to the Site

1.1. License. Subject to these Terms, GTB grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for noncommercial use.

1.2. Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms.  All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

1.3. Modification.  GTB reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you.  You agree that GTB will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

1.4. No Support or Maintenance.  You acknowledge and agree that GTB will have no obligation to provide you with any support or maintenance in connection with the Services.

1.5. Ownership.  You acknowledge that all content or derivative works therefrom you see using GTB Services, unless submitted by you, are owned or licensed by GTB or third parties. Your use of the Services does not give you ownership to those content. You agree that the Services contain GTB Content specifically provided by GTB, its business partners and other GTB users and that such GTB Content is protected, (individually or as a collective work or compilation) by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, US and international. The elements of the GTB Content (collectively, “GTB Content”) include without limitation, the user interface, button icons, content, software, code, data, art, graphics, animation, videos, images, text, music, videos, sound effects, all audio and audiovisual elements, look-and-feel, design, layout, organization, presentation, navigation, compilation, trade dress and stylistic convention of the Services and other materials you may view or listen to on or access through the Services. Your use of the Services does not give you ownership of any GTB Content.  Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.1. GTB and its business partners reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

2. Indemnification.   You agree to indemnify and hold GTB (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of our Services, (b) your violation of these Terms or (c) your violation of applicable laws or regulations.  GTB reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of GTB.  GTB will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

3. Third-Party Links; Other Users

3.1. Third-Party Links.  The Site may contain links to third-party websites and services, (collectively, “Third-Party Links”).  Such Third-Party Links are not under the control of GTB, and GTB is not responsible for any Third-Party Links.  GTB provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links.  You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

3.2. Release. You hereby release and forever discharge the GTB (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any act or omission of any Third-Party Links).  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

4. Disclaimers

“AS-IS” AND “AS AVAILABLE” BASIS. THE CONTENT AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND GTB EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.  WE MAKE NO WARRANTY THAT THE CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE BASIS, FREE OF VIRUSES OR OTHER HARMFUL CODE.

NO LIABILITY FOR THIRD PARTY CONTENT.  GTB MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY CONTENT OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE GTB SERVICE OR ANY HYPERLINKED WEBSITE.  GTB IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM THE GTB SERVICES SHALL CREATE ANY WARRANTY ON BEHALF OF GTB.

NO PROFESSIONAL ADVICE.   WE ASSUME NO RESPONSIBILITY AND MAKE NO WARRANTY AS THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF THE INFORMATION OR CONTENT PROVIDED BY OUR SERVICES, INCLUDING WITHOUT LIMITATION, THE ESTIMATED ENVIRONMENTAL IMPACT, THE COST SAVINGS AND THE EASE AND LEGALITY OF IMPLEMENTATION. INFORMATION IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND SHOULD NOT BE  RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS WITHOUT CONSULTING PRIMARY, MORE ACCURATE, MORE COMPLETE OR MORE TIMELY SOURCES OF INFORMATION AND/OR CONSULTING WITH APPROPRIATE PROFESSIONALS. ANY RELIANCE ON THE INFORMATION PROVIDED ON OUR SERVICES IS AT YOUR OWN RISK.  THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

5. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GTB (OR OUR BUSINESS PARTNERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, OUR SERVICES, OR YOUR FAILURE TO COMPLY WITH THESE TERMS, EVEN IF GTB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DO NOT ASSUME RESPONSIBILITY OR LIABILITY FOR LOSS, INJURY OR DAMAGE CAUSED BY THE ACTIONS, PRODUCTS, CONTENT OR SERVICES OF ANY OF OUR BUSINESS PARTNERS, AND WILL NOT BE LIABLE OR RESPONSIBLE FOR THOSE PERFORMANCES, GUARANTEES AND REPRESENTATIONS OFFERED BY OUR BUSINESS PARTNERS, FROM ANY CAUSE WHATSOEVER.  ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN US DOLLARS (U.S. $10). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT OUR BUSINESS PARTNERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.   

6. Term and Termination.   Subject to this Section, these Terms will remain in full force and effect while you use the Services.  We may suspend or terminate your rights to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms.  Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately.   GTB will not have any liability whatsoever to you for any termination of your rights under these Terms.  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect:  Sections ‎1.2 through ‎1.5 and Sections 2 through 8.

7. Force Majeure.  GTB shall not be held liable for any delay, interruption, or failure to perform any of its obligations under these Terms, and shall be excused from any further performance, due to circumstances beyond its reasonable control, which circumstances shall include, but not be limited to, any act of God, any act of any governmental authority, insurrection, riots, national emergencies, war, acts of public enemies, terrorism, inability to secure adequate labor or material, strikes, lock-outs or other labor difficulties, failure or delay of transportation, fires, floods, storms, explosions, severe weather conditions, earthquakes, or other catastrophes or serious accidents, epidemics or embargoes.

8. General

8.1. Changes.  These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective upon the earlier of fifteen (15) calendar days following our dispatch of an e-mail notice to you (if applicable) or fifteen (15) calendar days following our posting of notice of the changes on our Site.  These changes will be effective immediately for new users of our Site.  Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

8.2. Dispute Resolution. Please read this Arbitration Agreement carefully.  It is part of your contract with GTB and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the GTB that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.  Unless otherwise agreed to, all arbitration proceedings shall be held in English.  This Arbitration Agreement applies to you and the GTB, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b) Notice Requirement and Informal Dispute Resolution.  Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to the GTB should be sent to the address indicated at the end of these Terms.  After the Notice is received, you and the GTB may attempt to resolve the claim or dispute informally.  If you and the GTB do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.  The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules.  Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section.  If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms.  The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879.  The arbitration shall be conducted by a single, neutral arbitrator.  Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules.  Any hearing will be held in a location within Los Angeles County, Calfornia, U.S.A. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration.  If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the GTB, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and the GTB.

(f) Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.  Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.  In the event any litigation should arise between you and the GTB in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE GTB WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(g) Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(h) Confidentiality.  All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.  The parties agree to maintain confidentiality unless otherwise required by law.  This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(i) Severability.  If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(j) Right to Waive.  Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted.  Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(k) Opt-out.  You may opt out of this Section 8.2. If you do so, neither you nor GTB can force the other to arbitrate. To opt out, you must notify GTB in writing no later than 30 days after first becoming subject to this Section 8.2. Your notice must include your name, address and email address and an unequivocal statement that you want to opt out of this Section 8.2. You must either mail your opt-out notice to this address: Green the Bid, ATTN: Arbitration Opt-out, 1416 N La Brea Avenue, Los Angeles, CA 90028, or email the opt-out notice to hello@greenthebid.earth.

(l) Survival of Agreement.  This Arbitration Agreement will survive the termination of your relationship with GTB.

(m) Small Claims Court.  Notwithstanding the foregoing, either you or the GTB may bring an individual action in small claims court.

(n) Emergency Equitable Relief.  Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s or third party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

8.3. Courts and Governing Law. The parties hereby agree to submit to the personal jurisdiction of the federal and state courts located within Los Angeles County, California, U.S.A. for such purpose.  The laws of California, U.S.A. shall apply, without regard to conflict of laws rules.

YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

8.4. Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from GTB, or any products utilizing such data, in violation of the United States export laws or regulations.

8.5. Electronic Communications.  The communications between you and GTB use electronic means, whether you use the Services or send us emails, or whether GTB posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from GTB in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that GTB provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

8.6. Entire Terms. These Terms sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements or understanding with respect thereto. There are no representations, warranties, or agreements by or between the parties, which are not fully set forth in these Terms, and no representative of GTB or GTB’s agents is authorized to make any representations, warranties or agreements other than as expressly set forth herein.  Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Your relationship to GTB is that of an independent contractor, and neither party is an agent or partner of the other.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without GTB’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  GTB may freely assign these Terms.  The terms and conditions set forth in these Terms shall be binding upon assignees.

8.7. Trademark Information.  All trademarks, logos and service marks, which include “Green the Bid” word mark and logo (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which owns the Marks.

8.8. Contact Information:

Green The Bid

1416 N La Brea Avenue,

Los Angeles, CA 90028

Email: hello@greenthebid.earth