MoveNeutral End-User License Agreement (EULA)

This is a binding legal agreement ("the Agreement") between you, the end user, and MoveNeutral. By using the products provided by MoveNeutral, you are agreeing to the terms outlined herein. The Agreement applies to those products provided by MoveNeutral that you have selected, are using, and/or intend to use. Additionally, by agreeing to the Agreement, you are representing that you have the authority to bind the party being provided with the products and services of MoveNeutral. You also agree to provide the displayed payments to MoveNeutral in exchange for the provision of products and services of MoveNeutral.

The products, services, and graphics provided by MoveNeutral are the intellectual property and proprietary information of MoveNeutral and its affiliates. The Agreement does not grant you any rights to use or display the logos or other Intellectual Property of MoveNeutral without the express written consent from MoveNeutral.

MoveNeutral also reserves the right to change the Agreement at any time and/or revoke the provision or use of any products or services of MoveNeutral. You acknowledge and agree that such changes may occur, that the Agreement does not create any estopple in your continued agreement with MoveNeutral, and that you hereby waive, and agree not to assert, any assertions under contract or other law.

Any violation of the terms and conditions outlined in the Agreement may result in the termination of provision of products or services by MoveNeutral to you. Additionally, you may terminate the Agreement at any time and MoveNeutral will correspondingly terminate provision of products or services of MoveNeutral to you.

Sections are presented below with respect to the various products and services provided by MoveNeutral to you.

I. Definitions

MoveNeutral - refers to the company MoveNeutral, LLC, the website MoveNeutral.com, and/or any affiliate thereof. Accordingly, the Agreement binds you with MoveNeutral and its affiliates according to the terms and conditions of the Agreement.

End User (You) - refers to the user(s), company, or other entity and/or any affiliates thereof agreeing to the Agreement or using products provided by MoveNeutral.

Affiliate - refers to any entity which is controlled by, controls, is under common control of, or is under hire of the party. As used herein, control means the direct or indirect ownership by the controlling entity of more than 50% of the voting stock of the controlled entity or the right of the controlled entity to appoint more than 50% of the board of directors of the controlled entity.

Third Party - refers to any entity (e.g., a person or company) other than you or MoveNeutral. "Third Party" may also refer to any products or services provided by an entity other than you or MoveNeutral.

Use - refers to any activity by you which involves the products or services provided by MoveNeutral. For example, use of the Internet Service (see section II) includes inclusion of code of the Internet Service in your webpage or communication to or from servers associated with MoveNeutral and/or servers associated with you corresponding to the Internet Product.

Carbon Offsets - refers to activities or certifications which are used to offset carbon usage. Carbon Offsets may include renewable energy credits (RECs), verified emissions reductions (VERs), certified emissions reductions (CERs), and/or investments in various renewable energy companies, among others.

Notification - refers to any method of communication (e.g., telephone communication, emails, letters, publications on MoveNeutral's webpages, etc.) between MoveNeutral and you regarding changes or clarifications regarding the terms of services and/or operation of MoveNeutral. Note that where notifications are described herein, MoveNeutral may use up to 30 days to make such notifications.

II. The Internet Service

The MoveNeutral Carbon Neutral Internet Service is referred to herein as the "Internet Service". The Internet Service includes code provided by MoveNeutral. The code may result in the display of a graphic on your webpages or website, e.g., for indicating the carbon neutrality of your webpages or website. The code of the Internet Service may also provide monitoring data of traffic of your webpages or website to MoveNeutral.

Permission to Use - You may only use the Internet Service according to the terms of use described in the Agreement. Any violation of the terms of use described herein may result in the termination of service by MoveNeutral (according to the sole discretion of MoveNeutral). Additionally, in the event of a violation of the terms of this agreement (e.g., modification or tampering or suspicion thereof), MoveNeutral will not be held responsible for any carbon dioxide offsets associated with the Internet Service provided to you.

Modifications - Any modification or tampering with the Internet Service (including any code associated with the Internet Service, communications to or from MoveNeutral's servers, and/or the graphics associated with the Internet Service) is strictly prohibited and constitutes a violation of the terms of the Agreement.

Placement of the Internet Service - The Internet Service (e.g., the graphic of the Internet Service) must be clearly visible on your webpages or website. The Internet Service must be displayed above the fold of every primary webpage of your webpages or website. As used herein, "above the fold" refers to the viewable area of the top portion of your webpages or website when loaded and displayed on a 1024x768 display. Any failure to display the Internet Service according to these conditions (including any attempts to obscure or hide the Internet Service from MoveNeutral or any Third Party) constitutes a violation of the terms of the Agreement.

Monitoring Data - You take full responsibility for the data provided from your website or webpages to MoveNeural. Any modification or tampering of that data constitutes a violation of the terms of the Agreement. MoveNeutral will provide the monitoring data associated with your Internet Service to you.

Privacy Policy - MoveNeutral will use your specific monitoring data (e.g., the monitoring data received from the Internet Service installed on your webpages or website) for the purpose of purchasing carbon dioxide offsets. During MoveNeutral's auditing process, MoveNeutral may provide the monitoring data to allow an auditing company to verify that the carbon offsets purchased by MoveNeutral match the monitoring data. However, the auditing company will not be legally able to publish your specific monitoring data. MoveNeutral will not publish or provide your specific monitoring data to any other Third Party. MoveNeutral reserves the right to provide or publish aggregate data that includes your specific monitoring data. However, MoveNeutral will take measures to ensure that your specific monitoring data is not identifiable.

Advertising - MoveNeutral reserves the right to place advertisements in the Internet Service at any time. MoveNeutral also reserves the right to change the type or graphic of the advertisement at any time. However, MoveNeutral will send notification(s) to you regarding any substantive changes made to the advertisement. However, MoveNeutral will not allow advertisers to change the advertisement without the permission of MoveNeutral and is committed to providing the Internet Service in a manner which does not distract visitors from your content.

Carbon Offsetting - MoveNeutral will purchase carbon offsets corresponding to the monitoring data associated with the Internet Service installed on your webpages or website (except in conditions where you have violated the terms of the Agreement or where the provided Internet Service does not include MoveNeutral's purchase of carbon offsets corresponding to your carbon dioxide emissions). Based on current calculations, MoveNeutral will provide offsets corresponding to 500 milligrams of carbon dioxide per page view, as reported in the monitoring data. However, MoveNeutral reserves the right to adjust the specific amounts based on the specific activity of individual webpages or websites and/or based on new and more accurate calculations. MoveNeutral will provide carbon offsetting information regarding your Internet Service to you. Note that while MoveNeutral attempts to make the best calculations possible regarding carbon offsetting, the carbon offsetting provided by MoveNeutral may not necessarily correspond to the specific carbon usage associated with your website. MoveNeutral will purchase these carbon offsets within 60 days of the receipt of monitoring data from your webpages or website corresponding to those carbon offsets. After purchase, MoveNeutral will retire these offsets with an appropriate organization or provide the offsets directly to you. MoveNeutral reserves the right to change its method of carbon offsetting at any time, but will make such information available to you in the form of notification(s). MoveNeutral only guarantees the quality of the carbon offsets purchased by MoveNeutral according to the assurances and certifications provided by our carbon offset source(s). MoveNeutral makes and will continue to make extensive efforts to ensure the highest quality of purchased offsets.

III. The Facebook Product

The MoveNeutral Carbon Neutral Facebook Product is referred to herein as the "Facebook Product ". The Facebook Product includes code provided by MoveNeutral. The code may result in the display of a graphic on your Facebook Profile, e.g., for indicating the carbon neutrality of your Facebook Profile. The code of the Facebook Product may also provide monitoring data of traffic of your Facebook Profile to MoveNeutral.

Permission to Use - You may only use the Facebook Profile according to the terms of use described in the Agreement. Any violation of the terms of use described herein may result in the termination of service by MoveNeutral (according to the sole discretion of MoveNeutral). Additionally, in the event of a violation of the terms of this agreement (e.g., modification or tampering or suspicion thereof), MoveNeutral will not be held responsible for any carbon dioxide offsets associated with the Facebook Product provided to you.

Modifications - Any modification or tampering with the Facebook Product (including any code associated with the Facebook Product, communications to or from MoveNeutral's servers, and/or the graphics associated with the Facebook Product) is strictly prohibited and constitutes a violation of the terms of the Agreement.

Placement of the Facebook Product - The Facebook Product (e.g., the graphic of the Facebook Product) must be clearly visible on your Facebook Profile. Any failure to display the Facebook Product according to these conditions (including any attempts to obscure or hide the Facebook Product from MoveNeutral or any Third Party) constitutes a violation of the terms of the Agreement.

Monitoring Data - You take full responsibility for the data provided from your website or webpages to MoveNeural. Any modification or tampering of that data constitutes a violation of the terms of the Agreement.

Privacy Policy - MoveNeutral will use your specific monitoring data (e.g., the monitoring data received from the Facebook Product installed on your Facebook Profile) for the purpose of purchasing carbon dioxide offsets. During MoveNeutral's auditing process, MoveNeutral may provide the monitoring data to allow an auditing company to verify that the carbon offsets purchased by MoveNeutral match the monitoring data. However, the auditing company will not be legally able to publish your specific monitoring data. MoveNeutral will not publish or provide your specific monitoring data to any other Third Party. MoveNeutral reserves the right to provide or publish aggregate data that includes your specific monitoring data. However, MoveNeutral will take measures to ensure that your specific monitoring data is not identifiable.

Advertising - MoveNeutral reserves the right to place advertisements in the Facebook Product at any time. MoveNeutral also reserves the right to change the type or graphic of the advertisement at any time. However, MoveNeutral will send notification(s) to you regarding any substantive changes made to the advertisement. However, MoveNeutral will not allow advertisers to change the advertisement without the permission of MoveNeutral and is committed to providing the Internet Service in a manner which does not distract visitors from your content.

Carbon Offsetting - MoveNeutral will purchase carbon offsets corresponding to the monitoring data associated with the Facebook Product installed on your Facebook Profile (except in conditions where you have violated the terms of the Agreement or where the provided Facebook Product does not include MoveNeutral's purchase of carbon offsets corresponding to your carbon dioxide emissions). Based on current calculations, MoveNeutral will provide offsets corresponding to 17.5 grams of carbon dioxide per Facebook Product activation, as reported in the monitoring data. However, MoveNeutral reserves the right to adjust the specific amounts based on the specific activity of individual Facebook Profiles and/or based on new and more accurate calculations. Note that while MoveNeutral attempts to make the best calculations possible regarding carbon offsetting, the carbon offsetting provided by MoveNeutral may not necessarily correspond to the specific carbon usage associated with your Facebook Profile. MoveNeutral will purchase these carbon offsets within 60 days of the receipt of monitoring data from your Facebook Profile corresponding to those carbon offsets. After purchase, MoveNeutral will retire these offsets with an appropriate organization or provide the offsets directly to you. MoveNeutral reserves the right to change its method of carbon offsetting at any time, but will make such information available to you in the form of notification(s). MoveNeutral only guarantees the quality of the carbon offsets purchased by MoveNeutral according to the assurances and certifications provided by our carbon offset source(s). MoveNeutral makes and will continue to make extensive efforts to ensure the highest quality of purchased offsets.

IV. The Auditing Service

The MoveNeutral Auditing Service ("Auditing Service") is provided to you in exchange for payment. MoveNeutral will perform an audit in person and/or using other communications methods. MoveNeutral will purchase carbon offsets for you according to the audit. MoveNeutral will further provide you with reports of your carbon emissions and/or conservation methods appropriate for your business. MoveNeutral is not responsible for any carbon offsetting without receipt of the agreed upon payment.

Privacy Policy - MoveNeutral will use your specific auditing data for the purpose of purchasing carbon dioxide offsets. During MoveNeutral's auditing process, MoveNeutral may provide the auditing data to allow an auditing company to verify that the carbon offsets purchased by MoveNeutral match the auditing data. However, the auditing company will not be legally able to publish your specific auditing data. MoveNeutral will not publish or provide your specific auditing data to any other Third Party. MoveNeutral reserves the right to provide or publish aggregate data that includes your specific auditing data. However, MoveNeutral will take measures to ensure that your specific auditing data is not identifiable.

Carbon Offsetting - MoveNeutral will purchase carbon offsets for you corresponding to the audit performed for your company. You will provide payment for these carbon offsets. MoveNeutral will purchase these carbon offsets within 60 days of the completion of the audit. After purchase, MoveNeutral will retire these offsets with an appropriate organization or provide the offsets directly to you. MoveNeutral reserves the right to change its method of carbon offsetting at any time, but will make such information available to you in the form of notification(s). MoveNeutral only guarantees the quality of the carbon offsets purchased by MoveNeutral according to the assurances and certifications provided by our carbon offset source(s). MoveNeutral makes and will continue to make extensive efforts to ensure the highest quality of purchased offsets.

V. The Vehicle Product

The MoveNeutral Vehicle Product ("Vehicle Product") is provided to you in exchange for payment. Calculations for the Vehicle Product are based on an average driving mileage of 12,000 miles per year. MoveNeutral reserves the right to change these calculations at any time. Similar to above, MoveNeutral will purchase carbon offsets corresponding to your selected Vehicle Product within 60 days of receipt of payment. These offsets will be retired with an appropriate organization or be provided to you. MoveNeutral reserves the right to change its method of carbon offsetting at any time. MoveNeutral only guarantees the quality of the carbon offsets purchased by MoveNeutral according to the assurances and certifications provided by our carbon offset source(s). MoveNeutral makes and will continue to make extensive efforts to ensure the highest quality of purchased offsets. MoveNeutral is not responsible in any way for damages to people or products (e.g., cars, windows, bumpers, etc.) by the Vehicle Product (or any use thereof).

VI. The Agreement

Compliance with Law and Policies - You are responsible for complying with all applicable government laws, rules and regulations, all Third Party rights and all MoveNeutral policies. You shall not use the services and products of MoveNeutral in a manner that violates such laws, rules and regulations, Third Parties' rights or any MoveNeutral policies or in a manner that is deceptive, unethical, false or misleading.

Duty not to Interfere - You shall not interfere or attempt to interfere in any manner with the proper operation of MoveNeutral or its products and services.

No Implied Rights - Other than expressly granted herein, the Agreement does not grant either party any intellectual property or other propriety rights. You hereby release and agree not to sue MoveNeutral for any and all damages, liabilities, causes of action, judgments, and claims that may arise in connection with your use of, reliance on, or reference to the products and services of MoveNeutral.

Non-exclusive - The Agreement is a non-exclusive agreement.

Indemnification - You shall indemnify, defend and hold MoveNeutral and its affiliates harmless from any claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claims, actions, or proceedings arising out of or related to any act or omission by you in using the products and services of MoveNeutral, including, but not limited to, any infringement of any third-party proprietary or intellectual rights.

Termination - MoveNeutral reserves the right to terminate the Agreement or discontinue provision of products or services for any or no reason and at any time without liability to you.

Modification - As indicated above, MoveNeutral may modify any of the terms and conditions contained in the Agreement, at any time and at its sole discretion. If any modification is unacceptable, you may terminate services at any time; however, the continued use of the products and services of MoveNeutral will constitute binding acceptance of any changes made to the Agreement.

Disclaimer and Limitation of Liability - MoveNeutral disclaims all warranties, express or implied, including without limitation for noninfringement, merchantability, and fitness for any purpose. MoveNeutral shall have no consequential, special, indirect, exemplary, punitive, or other liability whether in contract, tort, or any other legal theory under the Agreement, even if advised of the possibility of such liability. In the event that any of the above is non-enforceable, MoveNeutral's aggregate liability under the Agreement is limited to the amount of money exchanged or the amounts paid or payable to MoveNeutral in the month preceding the claim. The products and services of MoveNeutral are made available primarily for decreasing human impact on the environment and as such you agree that the disclaimers and limitations of liability of the Agreement are a fair allocation of risk and an essential element of the agreement, including, without limitation, the cost of products and services provided by MoveNeutral.

Injunctive Relief - You acknowledge that the limitations and restrictions in the Agreement are necessary and reasonable to protect MoveNeutral, and expressly agree that monetary damages may not be a sufficient remedy for breach of this Agreement. In recognition thereof, you agree not to assert, with respect to an action or motion of MoveNeutral for injunctive relief with respect to such breach, that monetary damages would be sufficient remedy for any such breach. You agree that MoveNeutral will be entitled to seek temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without the necessity of proving actual damages.

Interpretation of the Agreement - The Agreement must be construed as if both parties jointly wrote it. The Agreement constitutes the entire agreement between the parties. Any conflicting or additional terms contained in additional documents or oral discussions are void. You may grant approvals, permissions and consents to MoveNeutral by email, but any modifications by you to the Agreement must be made in writing and executed by both parties. Failure, neglect, or delay by MoveNeutral to enforce a provision of the Agreement or its rights or remedies will not be construed as a waiver of MoveNeutralÍs rights and will not in any way affect the validity of the whole or any part of the Agreement or prejudice MoveNeutral's right to take subsequent action. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You and MoveNeutral are not legal partners or agents, but are independent contractors.

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