FOREST WIDE LIMITED t/a TREEAPP – Master Software as a Service (SaaS) Terms

These current consolidated Master SaaS Terms were published on 15 September 2021.

Agreement Description and Purpose

(i) Forest Wide Limited t/a Treeapp (Treeapp, we, us, our) has developed the Treeapp Website Business offering, a platform that enables businesses to offset their carbon footprint and become climate positive by funding climate projects and planting trees where they are most needed.

(ii) The Treeapp Website Business Offering enables businesses to subscribe via its website to plant a set amount of trees on a monthly basis and offset the monthly footprint of their workforce.. The Treeapp Website Business Offering is made available to subscribing businesses and their Authorised Users through a range of Subscribed Services.

(iii) You, as the Customer, by entering into this Agreement confirm your intention to use the relevant Subscribed Service in your business operations.

(iv) We have agreed to provide, and you have agreed to take and pay for the Subscribed Service(s) in accordance with this Agreement..

1. Definitions and interpretation

   1. The definitions and rules of interpretation set out in Schedule 1 shall apply to the Agreement.
   2. In the Agreement:
      1. each Sign-up Form entered into by the Customer shall form a separate agreement, incorporating these Master SaaS Terms together with the Addendums, the Subscribed Service Specific Terms for the respective Subscribed Services and the Policies (the Agreement);
      2. in the event of any conflict in respect of the provisions of the Agreement and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority):
         • (a) the Sign-up Form;
         • (b) the Subscribed Service Specific Terms;
         • (c) the Addendums;
         • (d) the Policies;
         • (e) the Master SaaS Terms; and
         • (f) the Documentation; and
      3. subject to the order of priority between documents in clause 1.2.2, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
   3. Any obligation of Treeapp under the Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Subscribed Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on Treeapp (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or noncommercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

2. Rights of use

   1. Upon Order Acceptance and subject to the terms of the Agreement, Treeapp grants the Customer a non-exclusive, non-transferable, personal right to:

      1. use each Subscribed Service during Service Hours; and

      2. copy and use the Documentation as strictly necessary for its use by Authorised Users of the Subscribed Services,

         within the relevant Subscribed Territory during the Subscribed Service Period for the Permitted Purpose.

   2. Access to the Subscribed Services shall be instantaneous. Use of the Subscribed Services is at all times subject to the Customer’s compliance with the Agreement and the requirements identified in the Agreement (including all minimum system requirements).

   3. The Customer acknowledges that the Services do not include:

      1. any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services); or
      2. dedicated data backup or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data).

3. Authorised Users

   1. The Customer shall ensure that only Authorised Users use the Subscribed Services and that such use is at all times in accordance with the Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Subscribed Services, the employees or contractors of the Customer or the Authorised Affiliates.
   2. The Customer shall:
      1. be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;
      2. only provide Authorised Users with access to the Services via the access method provided by Treeapp and shall not provide access to (or permit access by) anyone other than an Authorised User; and
      3. procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including all obligations and restrictions relating to Treeapp’s Confidential Information.
   3. The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer and its Authorised Affiliate’s organisation as necessary for use of the Service) their password or access details for any Subscribed Service.
   4. The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of the Agreement.
   5. If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify Treeapp immediately.
   6. The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of England and Wales, without first obtaining such licence or other approval. Without prejudice to Treeapp’s obligations under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation and use of the Services, the Customer Data and Documentation in or into any part of the Subscribed Territory or elsewhere complies with all export and other laws.
   7. Clauses 3.5 to 3.9 (inclusive) shall survive termination or expiry of the Agreement.

4. Indemnity

   1. The Customer shall indemnify, keep indemnified and hold harmless Treeapp (on Treeapp’s own behalf on behalf of each of Treeapp’s Affiliates) from and against any losses, claims, damages, liability, Data Protection Losses, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of the Customer’s breach of the Agreement.
   2. This clause 4 shall survive termination or expiry of the Agreement.

5. Support

   1. Support Services shall be available for each Subscribed Service to the Customer for the duration of the respective Subscribed Service Period, to the extent and in the manner specified in the relevant Subscription Service Specific Terms and Sign-up Form.
   2. Treeapp will use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
   3. Treeapp will not be responsible for any downtime caused by any maintenance undertaken by third party suppliers.

6. Changes to services and terms

   1. Treeapp may at its absolute discretion make, and notify the Customer of, updated versions of the documents referred to in clause 1.2.2 or other documents referred to in any part of the Agreement (excluding in each case the Sign-up Form) from time to time by notifying the Customer of such update by email (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which Treeapp elects (Update Notification). Treeapp will comply with its related obligations in the Data Protection Addendum.
   2. The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Agreement from the date 30 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as Treeapp may specify).
   3. In the event that the Customer reasonably believes that any Update materially impacts it negatively in any manner it may by notice elect to terminate the Agreement in respect of all impacted Subscribed Services provided it exercises such right prior to such Update taking effect pursuant to clause 6.2 on not less than 10 Business Days prior written notice and notifies Treeapp at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Customer shall receive a refund of any pre-paid Subscription Fee in respect of such terminated Services.
   4. The Customer acknowledges that Treeapp shall be entitled to modify the features and functionality of the Services. Treeapp may, without limitation to the generality of this clause 6.4, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Service, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents. Treeapp will comply with its related obligations in the Data Protection Addendum.

7. Subscription Fee

   1. The Subscription Fee and any other charges (including expenses) expressly agreed between the parties in writing shall be paid by the Customer at the rates and in the manner described in the Pricing Terms.
   2. Treeapp shall charge the Customer monthly for the Subscription Fees. Payment will be made via a third party payment provider. Invoices will be automatically generated once the payments have been made.
   3. The Subscription Fee are inclusive of VAT at the rate and in the manner prescribed by law.
   4. Treeapp shall have the right to charge interest on overdue invoices at the rate of 8% per year above the base rate of the Bank of England, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
   5. Treeapp shall be entitled to increase the Subscription Fee for any and all Services at any time by notice to the Customer provided that Treeapp shall not be entitled to increase the Subscription Fee on less than 30 days prior notice.
   6. To the extent the Agreement terminates or expires (other than due to termination by the Customer under clauses 6.3 or 20.3) the Customer shall not be entitled to any refund or discount of Subscription Fee paid for any parts of any month during which the Services cease to be provided.

8. Warranties

   1. Subject to the remainder of this clause 8, Treeapp warrants that:
      1. each Subscribed Service shall operate materially in accordance with its Description when used in accordance with the Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and
      2. it will provide each of the Services with reasonable care and skill.
   2. The Customer acknowledges that clause 8.1 does not apply to Free or Trial Services or to Support Services provided in connection with the same. Without prejudice to Treeapp’s obligations under the Agreement in respect of Protected Data, Free or Trial Services and Support Services provided in connection with the same are provided ‘as is’ and without warranty to the maximum extent permitted by law.
   3. The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that Treeapp shall have no liability for any such delays, interruptions, errors or other problems.
   4. If there is a breach of any warranty in clause 8.1 Treeapp shall at its option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service) refund the Subscription Fee for the impacted Services which were otherwise payable for the period during which Treeapp was in breach of any such warranty (provided such period is at least 30 consecutive days). To the maximum extent permitted by law, this clause 8.4 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 8.1.
   5. The warranties in clause 8.1 are subject to the limitations set out in clause 17 and shall not apply to the extent that any error in the Services arises as a result of:
      1. incorrect operation or use of the Services by the Customer, any Authorised Affiliate or any Authorised User (including any failure to follow the Documentation or failure to meet minimum specifications);
      2. use of any of the Services other than for the purposes for which it is intended;
      3. use of any Services with other software or services or on equipment with which it is incompatible;
      4. any act by any third party (including hacking or the introduction of any virus or malicious code);
      5. any modification of Services (other than that undertaken by Treeapp or at its direction); or
      6. any breach of the Agreement by the Customer (or by any Authorised Affiliate or Authorised User).
   6. Treeapp may make Non-Treeapp Materials available for the Customer’s use in connection with the Services. The Customer agrees that:
      1. Treeapp has no responsibility for the use or consequences of use of any Non-Treeapp Materials;
      2. the Customer’s use of any Non-Treeapp Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-Treeapp Materials;
      3. the Customer is solely responsible for any Non-Treeapp Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-Treeapp Materials; and
      4. the continued availability, compatibility with the Services and performance of the Non-Treeapp Materials is outside the control of Treeapp and Treeapp has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Treeapp Materials;
   7. The Customer acknowledges that no liability or obligation is accepted by Treeapp (howsoever arising whether under contract, tort, in negligence or otherwise):
      1. that the Subscribed Services shall meet the Customer’s individual needs, whether or not such needs have been communicated to Treeapp;
      2. that the operation of the Subscribed Services shall not be subject to minor errors or defects; or
      3. that the Subscribed Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in Description.
   8. Other than as set out in this clause 8, and subject to clause 17.7, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

9. Customer’s responsibilities

   1. The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
   2. The Customer shall ensure that it promptly notifies Treeapp of any information that could change the scope of the Subscribed Services, as otherwise set out in the Subscribed Services Specific Terms.

10. Intellectual property

    1. All Intellectual Property Rights in and to the Services (including in the Treeapp Website Business Offering, Documentation and all Treeapp Provided Materials) belong to and shall remain vested in Treeapp or the relevant third party owner. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Treeapp Website Business Offering, Documentation, Treeapp Provided Materials or any other part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Treeapp or such third party as Treeapp may elect. The Customer shall execute all such documents and do such things as Treeapp may consider necessary to give effect to this clause 10.1.
    2. Treeapp has no obligation to deliver any copies of any software to the Customer in connection with the Agreement or the Services.
    3. The Customer and Authorised Users may be able to store or transmit Customer Data using one or more Subscribed Service and the Subscribed Services may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for Treeapp (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide the Services or to exercise or perform Treeapp’s rights, remedies and obligations under the Agreement.
    4. To the extent Non-Treeapp Materials are made available to, or used by or on behalf of the Customer, any Authorised Affiliate or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Non-Treeapp Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by Treeapp or the third party and not by the Agreement. Treeapp grants no Intellectual Property Rights or other rights in connection with any Non-Treeapp Materials.
    5. Treeapp may use any feedback and suggestions for improvement relating to the Services provided by the Customer, the Authorised Affiliates or any Authorised User without charge or limitation (Feedback). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Treeapp at the time such Feedback is first provided to Treeapp.
    6. The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Treeapp under the Agreement.
    7. Except for the rights expressly granted in the Agreement, the Customer, any Authorised User, any Customer Affiliate and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Treeapp Website Business Offering or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement.
    8. This clause 10 shall survive the termination or expiry of the Agreement.

11. Defence against infringement claims

    1. Subject to clauses 11.2 and 11.5, Treeapp shall:
       1. defend at its own expense any claim brought against the Customer by any third party alleging that the Customer’s use of the Services infringes any copyright, database right or registered trademark, registered design right or registered patent in the United Kingdom (an IP Claim); and
       2. pay, subject to clause 11.3, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
    2. The provisions of clause 11.1 shall not apply unless the Customer:
       1. promptly notifies Treeapp upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
       2. makes no comment or admission and takes no action that may adversely affect Treeapp’s ability to defend or settle the IP Claim;
       3. provides all assistance reasonably required by Treeapp subject to Treeapp paying the Customer’s reasonable costs; and
       4. gives Treeapp sole authority to defend or settle the IP Claim as Treeapp considers appropriate.
    3. The provisions of clause 17 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 11.1.
    4. In the event of any IP Claim, Treeapp may elect to terminate the Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any unused proportion of Subscription Fee paid in advance. This clause 11.4 is without prejudice to the Customer’s rights and remedies under clauses 11.1.
    5. Treeapp shall have no liability or obligation under this clause 11 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
       1. any modification of the Services (or any part) without Treeapp’s express written approval;
       2. any Non-Treeapp Materials;
       3. any Customer Data;
       4. any Free or Trial Services (or any Support Services provided in connection with them);
       5. any Open Source Software;
       6. any breach of the Agreement by the Customer;
       7. installation or use of the Services (or any part) otherwise than in accordance with the Agreement; or
       8. installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by Treeapp.
    6. Subject to clause 17.7, the provisions of this clause 11 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.

12. Customer Systems and Customer Data

    1. Customer Data shall at all times remain the property of the Customer or its licensors.
    2. Except to the extent Treeapp has direct obligations under data protection laws, the Customer acknowledges that Treeapp has no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
    3. If Treeapp becomes aware of any allegation that any Customer Data may not comply with the Acceptable Use Policy or any other part of the Agreement Treeapp shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful Treeapp shall notify the Customer before taking such action.
    4. Except as otherwise expressly agreed in the Agreement, Treeapp shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Service Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s and Authorised Affiliates’ businesses. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of the Agreement or the cessation or suspension of any of the Services.
    5. Treeapp routinely undertakes regular backups of the Subscribed Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make Treeapp responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Treeapp shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
    6. Unless otherwise set out in the Sign-up Form, the Subscribed Service Specific Terms or subsequently agreed by the parties in writing, the Customer hereby instructs that Treeapp shall within 120 days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Customer Data securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Laws (as defined in the Data Protection Addendum) requires Treeapp to store such Customer Data. Treeapp shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with the Agreement.

13. Confidentiality and security of Customer Data

    1. Treeapp shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with the Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under the Agreement.

    2. Treeapp shall implement technical and organisational security measures in accordance with the Information Security Addendum.

    3. Treeapp:

       1. undertakes to disclose the Customer Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement or as otherwise reasonably necessary for the provision or receipt of the Services, and
       2. shall be responsible to the Customer for any acts or omissions of any of the persons referred to in clause 13.3.1 in respect of the confidentiality and security of the Customer Data as if they were Treeapp’s own.

    4. The provisions of this clause 13 shall not apply to information which:

       1. is or comes into the public domain through no fault of Treeapp, its officers, employees, agents or contractors;

       2. is lawfully received by Treeapp from a third party free of any obligation of confidence at the time of its disclosure;

       3. is independently developed by Treeapp (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or

       4. is required by law, by court or governmental or regulatory order to be disclosed,

          provided that clauses 13.4.1 to 13.4.3 (inclusive) shall not apply to Protected Data.

    5. This clause 13 shall survive the termination or expiry of the Agreement for a period of ten years.

    6. To the extent any Customer Data is Protected Data, Treeapp shall ensure that such Customer Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of Treeapp’s obligations under the Data Protection Addendum. Clauses 13.1 to 13.5 (inclusive) are subject to this clause 13.6.

14. Treeapp’s Confidential Information

    1. The Customer shall maintain the confidentiality of Treeapp’s Confidential Information and shall not without the prior written consent of Treeapp, disclose, copy or modify Treeapp’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under the Agreement.
    2. The Customer undertakes to:
       1. disclose Treeapp’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement;
       2. procure that such persons are made aware of and agree in writing to observe the obligations in this clause 14; and
       3. be responsible for the acts and omissions of those third parties referred to in this clause 14.2 as if they were the Customer’s own acts or omissions.
    3. The Customer shall give notice to Treeapp of any unauthorised use, disclosure, theft or loss of Treeapp’s Confidential Information immediately upon becoming aware of the same.
    4. The provisions of this clause 14 shall not apply to information which:
       1. is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;
       2. is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;
       3. is independently developed by the Customer, without access to or use of Treeapp’s Confidential Information; or
       4. is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies Treeapp at the earliest opportunity before making any disclosure.
    5. This clause 14 shall survive the termination or expiry of the Agreement for a period of ten years.

15. Monitoring compliance

    1. Treeapp may monitor, collect, store and use information on the use and performance of the Services (including Customer Data) to detect threats or errors to the Services and/or Treeapp’s operations and for the purposes of the further development and improvement of Treeapp’s services, provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.

16. Relief

    To the maximum extent permitted by law, Treeapp shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

17. Limitation of liability

    1. The extent of Treeapp’s liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 17.
    2. Subject to clauses 17.3 and 17.6, Treeapp’s aggregate liability in respect of each individual Free or Trial Service (and all Support Services provided in connection with the same) (howsoever arising under or in connection with the Agreement) shall not exceed £50 (fifty pounds).
    3. Subject to clause 17.6, Treeapp’s total aggregate liability howsoever arising under or in connection with the Agreement shall not exceed the greater of:
       1. an amount equal to the Subscription Fee for all Services paid to Treeapp in the 12-month period immediately preceding the first incident giving rise to any claim under the Agreement; or
       2. an amount equal to 12 (twelve) times the Subscription Fee due or paid to Treeapp for the Services provided in the first month of the Service Period.
    4. Subject to clause 17.6, Treeapp shall not be liable for consequential, indirect or special losses.
    5. Subject to clause 17.6, Treeapp shall not be liable for any of the following (whether direct or indirect):
       1. loss of profit;
       2. destruction, loss of use or corruption of data;
       3. loss or corruption of software or systems;
       4. loss or damage to equipment;
       5. loss of use;
       6. loss of production;
       7. loss of contract;
       8. loss of opportunity;
       9. loss of savings, discount or rebate (whether actual or anticipated); and/or
       10. harm to reputation or loss of goodwill.
    6. Notwithstanding any other provision of the Agreement, Treeapp’s liability shall not be limited in any way in respect of the following:
       1. death or personal injury caused by negligence;
       2. fraud or fraudulent misrepresentation; or
       3. any other losses which cannot be excluded or limited by applicable law.
    7. This clause 17 shall survive the termination or expiry of the Agreement.

18. Suspension

    1. Treeapp may suspend access to the Services to all or some of the Authorised Users if:
       1. Treeapp suspects that there has been any misuse of the Services or breach of the Agreement; or
       2. the Customer fails to pay any sums due to Treeapp by the due date for payment.
    2. Where the reason for the suspension is suspected misuse of the Services or breach of the Agreement, without prejudice to its rights under clause 20, Treeapp will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
    3. In relation to suspensions under clause 18.1.2, access to the Services will be restored promptly after Treeapp receives payment in full and cleared funds.
    4. Subscription Fee shall remain payable during any period of suspension notwithstanding that the Customer, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services.

19. Renewals

    1. Unless the Sign-up Form specifies there shall be no automatic renewals and subject to clause 19.2, on expiry of the Subscribed Service Period indicated in the Sign-up Form for each Subscribed Service the Subscribed Service Period shall continue and automatically renew for further periods of one month (Renewal Date). This clause 19.1 shall not apply in respect of Free or Trial Services (which shall not renew unless otherwise expressly stated in the Sign-up Form).
    2. If either party wishes for the Subscribed Service Period to expire on the next Renewal Date, it may cause the Subscribed Service to expire on that Renewal Date by notice provided such notice is served at least 30 days prior to that Renewal Date. If notice is not served within the timeframes set out in this clause 19.2, the Subscribed Service shall renew at the next Renewal Date in accordance with clause 19.1.

20. Term and termination

    1. The Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Service Period after which it shall automatically expire.
    2. Either party may terminate the Agreement or the provision of any of the Subscribed Services for convenience on not less than 30 days’ prior written notice to the other.
    3. Either party may terminate the Agreement immediately at any time by giving notice in writing to the other party if:
       1. the other party commits a material breach of the Agreement and such breach is not remediable;
       2. the other party commits a material breach of the Agreement which is not remedied within 20 Business Days of receiving written notice of such breach; or
       3. the other party has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within 20 Business Days after the other party has received notification that the payment is overdue.
    4. Treeapp may terminate or suspend the provision of Free or Trial Services (and all related Support Services) at any time with or without notice.
    5. Any breach by the Customer of the Acceptable Use Policy or of clauses 3 or 10] shall be deemed a material breach of the Agreement which is not remediable.

21. Consequences of termination

    1. Immediately on termination or expiry of the Agreement (for any reason), the rights granted by Treeapp under the Agreement shall terminate and the Customer shall (and shall procure that each Authorised User and Authorised Affiliate shall):
       1. stop using the Services; and
       2. destroy and delete or, if requested by Treeapp, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
    2. Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.

22. Entire agreement

    1. The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
    2. Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement.
    3. Nothing in the Agreement shall limit or exclude any liability for fraud.

23. Notices

    1. Any notice given by a party under the Agreement shall be:
       1. in writing and in English;
       2. signed by, or on behalf of, the party giving it (except for notices sent by email); and
       3. sent to the relevant party at the address set out in clause 23.3.
    2. Notices may be given, and are deemed received:
       1. by hand: on receipt of a signature at the time of delivery;
       2. by post: at 9.00 am on the third Business Day after posting; and
       3. by email: on receipt of a read receipt email from the correct address.
    3. Notices shall be sent to:

       1. in the case of those to Treeapp:

          WeWork, 3 Waterhouse Square, 138 - 142 Holborn, London EC1N 2SW; and

          sales@thetreeapp.org

       2. in the case of those to the Customer, to any email or physical address or contact details notified on the Sign-up Form (as updated from time to time pursuant to clause 23.4).

    4. Any change to the contact details of a party as set out in clause 23.3 shall be notified to the other party in accordance with clause 23.1 and shall be effective:
       1. on the date specified in the notice as being the date of such change; or
       2. if no date is so specified, five Business Days after the notice is deemed to be received.
    5. This clause does not apply to notices given in legal proceedings or arbitration.

24. Variation

    1. No variation of the Agreement shall be valid or effective unless it is:
       1. an Update made in accordance with the Agreement; or
       2. made in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.

25. Assignment and subcontracting

    1. Except as expressly provided in the Agreement, Treeapp may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement.
    2. Except as expressly permitted by the Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement (including the licence rights granted), in whole or in part, without Treeapp’s prior written consent.

26. Set off

    Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

27. No partnership or agency

    The parties are independent and are not partners or principal and agent and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

28. Severance

    1. If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
    2. If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

29. Waiver

    1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    2. No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
    3. A waiver of any term, provision, condition or breach of the Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

30. Costs and expenses

    Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Agreement (and any documents referred to in it).

31. Third party rights

    A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

32. Authority

    Each party represents and warrants to the other that it has the right, power and authority to enter into the Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under the Agreement.

33. Governing law

    The Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

34. Jurisdiction

    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).

DEFINITIONS AND INTERPRETATION

1. In the Agreement:

4. In the Agreement, unless otherwise stated:
   1. the table of contents, background section and the clause, paragraph, schedule or other headings in the Agreement are included for convenience only and shall have no effect on interpretation;
   2. Treeapp and the Customer are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
   3. words in the singular include the plural and vice versa;
   4. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
   5. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
   6. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
   7. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

SCHEDULE 2

SUBSCRIBED SERVICES SPECIFIC TERMS

1. API USAGE AGREEMENT - TERMS AND CONDITIONS

1.1 Agreement Description and Purpose

1.1.1 Forest Wide Limited t/a Treeapp (Treeapp, we, us, our) has developed the Treeapp APIs to enable businesses to integrate the functionality of the Website Business offering into their own systems, primarily to plant trees where they are most needed, and also to obtain access to the impact data of these activities (e.g. to showcase impact data on their website). 

1.1.2 Thank you for using Treeapp’s APIs, other developer services, and associated software (collectively, “APIs”). By accessing or using our APIs, you are agreeing to the terms below. If there is a conflict between these terms and additional terms applicable to a given API, the additional terms will control for that conflict.

1.1.3 Collectively, we refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the “Terms.” You agree to comply with the Terms and that the Terms control your relationship with us. So please read all the Terms carefully. If you use the APIs as an interface to, or in conjunction with other Treeapp products or services, then the terms for those other products or services also apply.

1.2 Accepting the Terms

1.2.1 You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with Treeapp, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United Kingdom or other countries including the country in which you are resident or from which you use the APIs. We have agreed to provide, and you have agreed to take and pay for the Service(s) in accordance with this Agreement.

1.3 Monitoring API activity

1.3.1 The APIs are designed to help you enhance your websites and applications (“API Client(s)"). You agree that Treeapp may monitor use of the APIs to ensure quality, improve Treeapp products & services, and verify your compliance with the terms. This monitoring may include Treeapp accessing and using your API Client, for example to identify security issues that could affect Treeapp or its users. You will not interfere with this monitoring. Treeapp may use any technical means to overcome such interference. Treeapp may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.

1.3.2 Treeapp does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs

1.3.3 You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information (including for advertising) with Treeapp and third parties.

1.4 Using the API

1.4.1 You will comply with all applicable law, regulation, and third party rights (including, without limitation, laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Treeapp.

1.4.2 You will only access (or attempt to access) an API by the means described in the documentation of that API. If Treeapp assigns you developer credentials (e.g. API Keys), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.

1.4.3 Treeapp may set and enforce limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations.

1.4.4 If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you

1.5 Prohibitions.

1.5.1 When using the APIs, you may not (or allow those acting on your behalf to):

1. Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
2. Perform an action with the intent of introducing to Treeapp products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
3. Defame, abuse, harass, stalk, or threaten others.
4. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
5. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
6. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
7. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
8. Remove, obscure, or alter any Treeapp terms of service or any links to or notices of those terms.

1.6 API Content

1.6.1 Our APIs may contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

1.6.2 Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.

1.7 API Privacy

1.7.1 By using our APIs, Treeapp may use submitted information in accordance with our privacy policies.

1.8 Termination

1.8.1 You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide Treeapp with prior written notice and upon termination, cease your use of the applicable APIs. Treeapp reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

1.9 Your Obligations Post-Termination

1.9.1 Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API.

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SITE

What’s in these terms?

This acceptable use policy sets out the content standards that apply when you upload content to our site (https://www.thetreeapp.org/business/ ) (hereinafter referred to as “Site”) link to our Site, or interact with our Site in any other way.

Who we are and how to contact us

We are a limited company.

Treeapp for Business is a website operated by Forest Wide Limited t/a Treeapp (“We”, “Us” and “Our”). We are registered in England and Wales under company number 12093497and have our registered office at Wework, 3 Waterhouse Square, London, England, EC1N 2SW.

To contact us, please email us at hello@thetreeapp.org .

By using our Site you accept these terms

By using our Site, you confirm that you accept the terms of this policy and that you agree to comply with them.

If you do not agree to these terms, you must not use our Site.

We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

Our Terms of website use also apply to your use of our Site.

In addition to these terms, the following terms may also apply:

• Privacy Policy - https://www.thetreeapp.org/privacy
• Cookie Policy - https://www.thetreeapp.org/cookies

We may make changes to the terms of this policy

We amend these terms from time to time. Every time you wish to use our Site, please check these terms to ensure you understand the terms that apply at that time.

Prohibited uses

You may use our Site only for lawful purposes. You may not use our Site:

• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To bully, insult, intimidate or humiliate any person.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out below.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our Site in contravention of the provisions of our terms of website use.

• Not to access without authority, interfere with, damage or disrupt:

  • any part of our Site;
  • any equipment or network on which our Site is stored;
  • any software used in the provision of our Site; or
  • any equipment or network or software owned or used by any third party.

Content standards

These content standards apply to any and all material which you contribute to our Site (Contribution), and to any interactive services associated with it.

The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

Forest Wide Limited t/a TreeApp will determine, in its discretion, whether a Contribution breaches the Content Standards.

A Contribution must:

• Be accurate (where it states facts).
• Be genuinely held (where it states opinions).
• Comply with the law applicable in England and Wales and in any country from which it is posted.

A Contribution must not:

• Be defamatory of any person.
• Be obscene, offensive, hateful or inflammatory.
• Bully, insult, intimidate or humiliate.
• Promote sexually explicit material.
• Include child sexual abuse material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right or trademark of any other person.
• Be likely to deceive any person.
• Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal content or activity.
• Be in contempt of court.
• Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person.
• Give the impression that the Contribution emanates from Forest Wide Limited t/s TreeApp, if this is not the case.
• Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
• Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
• Contain any advertising or promote any services or web links to other Sites.

Breach of this policy

When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use https://www.thetreeapp.org/terms-and-conditions upon which you are permitted to use our Site, and may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use our Site.
• Immediate, temporary or permanent removal of any Contribution uploaded by you to our Site.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

How this contract can be transferred

We can transfer our rights and obligations under these terms to any third party, provided this does not adversely affect your rights under these terms.

Which country’s laws apply to any disputes?

If you are a consumer, please note that the terms of this policy, its subject matter and its formation are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

If you are a business, the terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Welcome to Treeapp 

These Terms of Use govern your use of Treeapp and provide information about the Treeapp Service, outlined below. When you create a Treeapp account or use Treeapp, you agree to these terms. 

The Treeapp Service is one of the Forest Wide Limited’s products provided to you by Forest Wide Limited. These Terms of Use therefore constitute an agreement between you and Forest Wide Limited.

Terminology:

This page explains the terms by which you may access and use Treeapp services. These Services include the Treeapp website, iOS application, Android application, services, and/or other software (“Services”) provided by Forest Wide Limited (“Treeapp,” “we,” or “us”). These Terms apply to all services that may be in existence now or may exist in the future. This TERMS OF USE Agreement (“Agreement”) applies to any “user” of Treeapp, which means all visitors, registered users, and others who access the Service, (“Users”).

Privacy Policy and Copyrights:

You acknowledge and agree that, as provided in greater detail in this Agreement:

• BY ACCESSING OR USING THE SERVICE, YOU AGREE TO THE COLLECTION, USE AND SHARING OF YOUR INFORMATION AS SET FORTH IN THE TREEAPP PRIVACY POLICY (“PRIVACY POLICY”), WHICH IS INCORPORATED TO THESE TERMS BY REFERENCE HEREIN.

Updating These Terms:

We may change our Service and policies, and we may need to make changes to these Terms so that they accurately reflect our Service and policies. Unless otherwise required by law, we will notify you (for example, through our Service) at least 30 days before we make changes to these Terms and give you an opportunity to review them before they go into effect. Then, if you continue to use the Service, you will be bound by the updated Terms. If you do not want to agree to these or any updated Terms, you can delete your account.

A) Treeapp Mobile Application Terms and Conditions

1. ELIGIBILITY

This is a CONTRACT between you and Treeapp. YOU MUST READ AND AGREE TO THESE TERMS BEFORE USING THE Treeapp SERVICES.

1.1. Binding contract:

Through ACCESSING Treeapp (visiting, using, whether or not you create a registered account), you are UNDERSTANDING AND AGREEING TO BE BOUND by this AGREEMENT. This therefore means that if you do not agree to these Terms, you should not use or visit Treeapp.

1.2. Age restriction:

You must be minimum sixteen years old (16) to access or use the Services. Any use or access to the Services by anyone under sixteen (16) is prohibited and in violation of this Agreement. In addition, the Service is not available to any Users previously removed from the Service by Treeapp. You must also be old enough to consent to the processing of your personal data in your own country. 

2. AGREEMENT

2.1. Treeapp license:

Treeapp reserves and owns all rights to its name, logo and website, App, including any Intellectual Property rights related to them. You may not reuse, distribute, copy, or duplicate any part of Treeapp.

Intellectual Property:

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

2.2. Content:

We agree to provide you with the Treeapp Service. The Service includes all of the Treeapp products, features, applications, services, technologies, and software that we provide to advance Treeapp’s mission: To enable people and organisations to work together to stop global deforestation:

• Offering personalised opportunities to interact with brands and products whilst having a social and environmental impact. Offering our users the ability to have hands on effect in stopping global deforestation and offsetting their carbon footprint. We allow our user base to have positive social and environmental externalities globally, all the while, bringing them into contact with great brands. Answering questions, interacting with photos and statements allow users to discover great products and service.
• Fostering a positive, inclusive, and safe environment.
  We develop and use tools and offer resources to our community members that help to make their experiences positive and inclusive, including when we think they might need help. We also have teams and systems that work to combat abuse and violations of our Terms and policies, as well as harmful and deceptive behaviour. We use all the information we have-including your information-to try to keep our platform secure. We also may share information about misuse or harmful content with law enforcement. Learn more in the Data Policy .
• Developing and using technologies that help us consistently serve our growing community.
  Organizing and analyzing information for our growing community is central to our Service. A big part of our Service is using cutting-edge technologies that help us personalize, protect, and improve our Service for a broad global community. Technologies like artificial intelligence and machine learning may be used to give us the power to apply complex processes across our Service. Automated technologies also help us ensure the functionality and integrity of our Service.
• Providing consistent and seamless experiences across all future or existing Forest Wide Limited Products.
  Treeapp is part of Forest Wide Limited, which may share technology, systems, insights, and information-including the information we have about you (learn more in the Data Policy ) in order to provide services that are better, safer, and more secure.
• Ensuring a stable global infrastructure for our Service.
  To provide our global Service, we must store and transfer data across our systems around the world, including outside of your country of residence. This infrastructure may be owned or operated by Forest Wide Limited, or their affiliates.
• Connecting you with brands, products, and services in ways you care about.
  We use data from Treeapp as well as from third-party partners, to show you ads, offers, and other sponsored content that we believe will be meaningful to you. And we try to make that content as relevant as all your other experiences on Treeapp.
• Research and innovation.
  We use the information we have to study our Service and collaborate with others on research to make our Service better and contribute to the well-being of our community.
• Tree planting
  A lot of activities we perform will lead to us funding some of our partners so they can plant a tree on our behalf. Treeapp will do its best effort to send all the funding to its partners within 3 calendar years, and only if the partner has proven the funds have been used to enhance biodiversity or local environments.

Treeapp will allow Users to post, provide or submit content such as profile information, videos, images, text, comments, questions, data and other content or information and any such materials a User submits, posts, displays, shares or otherwise makes available on the Service is referred to as “User Content”, “Content” or “content”.

Treeapp can use its license as necessary to provide the Services, and for such other limited uses identified in our Privacy Policy. We may POST YOUR CONTENT ON Treeapp AND MAY ALSO INCLUDE IT ON OTHER MEDIA SERVICES, including any social media, newsletters, television programming, print publications (such as magazines for instance), or advertising. It will therefore become accessible and be linked to or copied from across the public Internet as well as in other media.

Please do NOT SUBMIT OR DISPLAY ANYTHING ON Treeapp THAT YOU WOULD NOT LIKE TO BE USED IN THIS WAY and note that we MAY NOT BE ABLE TO PREVENT FURTHER USE BY THIRD PARTIES WITHOUT YOUR PERMISSION.

This license is not being used by Treeapp to sell your User Content to third parties or otherwise profit off of your User Content in any way unrelated to Treeapp providing and promoting the Services. It also does not give Treeapp any rights to own your User Content or limit your ability to use your User Content however you wish outside of the Services.

You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of your Content.

2.3. Representations and Warranties:

• You are responsible for the rights attached to your Content

As a User, you agree that you are responsible for all Content that you submit on Treeapp. You must assume all risks associated with it, including accuracy, intellectual property claims, or any other legal rights claims. You represent and warrant that:

1. you either OWN the Content you post, or that you HAVE ALL THE NECESSARY RIGHTS TO POST that Content on Treeapp,
2. your Content does NOT INFRINGE any third party’s rights, and
3. you CAN GRANT THE LICENSES you grant in these Terms.

• In connection with your Content, you affirm, represent and warrant that:

You have the relevant third parties’ consent

You have obtained and are solely responsible for obtaining all consents, as may be required by law, to post any User Content relating to third parties, including (without limitation) the written consent and release of liability of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement. You must have explained and received express specific consent of everyone who worked on or features in your Content, and if they are under eighteen (18) to their parents or guardians, how it may be used, especially for photographs, videos or music.

You respect the laws and third parties’ rights

Your User Content and Treeapp’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

• Truth and Accuracy:

To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

• No payment liability to Treeapp:

Treeapp may exercise the rights to your User Content granted under this Agreement without liability for payment of any union fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

• You may still need to register your copyrights with the appropriate authorities:

You understand that publishing your User Content on the Service is not a substitute for registering it with the appropriate authority or union in charge of copyrights registration or any other rights organisation.

• You understand and agree not to post, display or make available any of the following Content on Treeapp that:
• • may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
  • may create a risk of any other loss or damage to any person or property;
  • seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • may constitute or contribute to a crime or tort;
  • contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable;
  • contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
  • contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
  • contains any information or content that you know is not correct and current or;
  • violates any school or other applicable policy, including those related to cheating or ethics.

Treeapp reserves the right, but is not obligated, to reject and/or remove any User Content that Treeapp believes, in its sole discretion, in violation any of these provisions. You agree to immediately remove any Content from your Service on receiving notice requesting you to do so from us or from any third party (including any court or law enforcement agency) and you must notify us immediately of any such third party request.

2.4. Treeapp disclaims any responsibility regarding user content

You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.

Although we take reasonable care with the Content displayed on Treeapp. Treeapp MAY NOT MONITOR OR CONTROL THE CONTENT POSTED VIA THE SERVICES AND CANNOT TAKE RESPONSIBILITY FOR SUCH CONTENT. Unlike traditional physical media, the Content is provided in a dynamic environment with regular changes and therefore inaccuracies may occur from time to time. Please double-check the competences, accuracy and reliability of the Content if you are in doubt. Also please use common sense and caution when using third party material. ANY USE OR RELIANCE ON ANY CONTENT OR MATERIALS POSTED VIA THE SERVICE OR OBTAINED BY YOU THROUGH THE SERVICE IS AT YOUR OWN RISK. WE DO NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE COMPLETENESS, TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY CONTENT OR COMMUNICATIONS POSTED VIA THE SERVICES OR ENDORSE ANY OPINIONS EXPRESSED VIA THE SERVICE.

You understand that by using the Services, you may be exposed to CONTENT THAT IS OFFENSIVE, HARMFUL, INACCURATE OR OTHERWISE INAPPROPRIATE FOR CHILDREN AND/OR ANYONE UNDER 18, OR IN SOME CASES, POSTS THAT HAVE BEEN MISLABELED OR ARE OTHERWISE DECEPTIVE OR UNSUITED FOR YOUR PURPOSE. Every Content is the sole responsibility of the person who originated such Content and you agree that Treeapp SHALL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY USER CONTENT.

Treeapp IS NOT RESPONSIBLE AND CANNOT BE HELD LIABLE FOR ANY USER CONTENT THAT YOU OR ANY OTHER USERS OR THIRD-PARTY POST, SEND, OR OTHERWISE MAKE AVAILABLE OVER THE SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF POSTING IT, PUBLISHING IT, SHARING IT, OR OTHERWISE MAKING IT AVAILABLE ON THE SERVICE, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR THE ONLINE DISTRIBUTION AND PUBLICATION OF YOUR USER CONTENT.

3. Treeapp ACCOUNTS

3.1. Creation of your account:

Your Treeapp account gives you access to the services and functionalities that we may establish and maintain from time to time and in our sole discretion.

i. Responsibility of the control and activity of your account:

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date.

You are solely responsible for the activity that occurs on your account, and you must keep your account secure. We strongly recommend the phone number to be the one of the devices you sign up for an account with. You must notify Treeapp immediately of any breach of security or unauthorized use of your account. Please note that Treeapp will not be liable for any losses caused by any unauthorized use of your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

ii. Use of your information

You may control your User profile and how you interact with us on the platform by changing the Settings on your mobile applications. We may provide you with different types of communication. Visit our Privacy Policy for more info.

• Service communications:

We may need to provide you with certain communications, such as service announcements and administrative messages. These are made to inform you on the activity of your account and the service (for instance data breach, changes of features to the service etc). These communications are considered PART OF THE SERVICES AND YOUR ACCOUNT, AND YOU MAY NOT BE ABLE TO OPT-OUT FROM RECEIVING THEM. Thus, by providing Treeapp your email address, YOU CONSENT TO Treeapp USING YOUR EMAIL ADDRESS TO SEND YOU SERVICE-RELATED NOTICES and including any notices required by law, in lieu of communication by postal mail. However, if you don’t agree to such communications sent to you, you can disable your account.

• Notification communications:

We will send notification emails based on the activity of your account or depending on your preferences, for example when a user ‘nudges’ you to remind you to fund the planting of a tree. YOU MAY OPT OUT of these communications from the Notifications section in the Settings section.

• Marketing communications:

We may also send you communications to offer you the best possible service and keep you updated. Therefore we may use your email address to send you other messages, such as newsletters, promotions or special offers. If you do not want to receive such email messages, YOU MAY OPT OUT by following the “Unsubscribe” link in these email messages or through your account settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Please note that we are not selling or sharing your email address with a third party for marketing purposes.

iv. User interactions

You are solely responsible for your interactions with other Treeapp Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Treeapp shall have no liability for your interactions with other Users, or for any User’s action or inaction.

3.2. Deletion of content and account

Usernames: Treeapp reserves the right to force forfeiture of any username for any reason.

Content: We reserve the right to remove Content that violates our Terms of Use or Privacy Policy.

Termination or Suspension of your account: Treeapp also reserves the right to terminate or suspend your account at any time, with or without notice and at our sole discretion. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if you violate any provision of this Agreement or for no reason. When a User’s account is terminated, you lose all rights to access or use Treeapp. When you delete posted Content or your account is terminated, we will use reasonable efforts to remove all of your Content from Treeapp.

Backed up Data: Please note that the Content you delete may persist for a limited period of time in backup copies and may still be visible where others have shared it. If you delete your account or Content, it may be permanently unrecoverable. Also we may retain backups of your Content on our servers (though not publicly visible) even after you ask to have it deleted. 

Change of the Services: We may, with or without prior notice, change the Services, stop providing the Services or any feature of it, or even create usage limits for the Services, to you or to every Users generally.

Agreement still binding:

Upon termination for any reason or no reason, you continue to be bound by this Agreement.

4. SERVICE RULES

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Treeapp may terminate this license at any time for any reason or no reason.

Treeapp reserves all rights not expressly granted herein in the Service and the Treeapp Content.

When you visit or use Treeapp Services, you agree not to engage in any of the following prohibited activities:

1. copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
2. not to interfere with analytic codes and tools that the Content may include that allow us to gather information on use of the platform
3. using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Treeapp servers than a human can reasonably produce in the same period of time by using a conventional web browser (except that Treeapp grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from Treeapp for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
4. transmitting spam, chain letters, or other unsolicited email;
5. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
6. taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
7. uploading invalid data, viruses, worms, or other software agents through the Service;
8. collecting or harvesting any personally identifiable information, including account names, from the Service;
9. using the Service for any commercial solicitation purposes;
10. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
11. interfering with the proper working of the Service;
12. accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
13. bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or
14. the Content may include advertising and sponsorship material but that you shall not be entitled to any revenue from this and you are responsible for ensuring its display.

5. Treeapp APP

We’ve made available an application (“the App”) to access the Treeapp Services via a mobile device (mobile or tablet). Our App is available on the Google Play Store and on the Apple App Store for download. To download it, you must agree and comply respectively with Google Terms of Services and with Apple Terms of Service.

5.1. Account registration:

To use the Treeapp App you must have a device that is compatible with the mobile Services. Treeapp does not warrant that the App will be compatible with your mobile device. You may use mobile data in connection with the App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges.

To use the Treeapp App you will need to register and create an account. You agree to provide accurate information when you register and to keep information up to date.

5.2. Grant of rights:

Treeapp hereby grants you a non-exclusive, non-transferable, revocable license at our own discretion to access and use a compiled code copy of the software for one Treeapp account on one device owned or leased solely by you, for your personal use and strictly in accordance with the Terms, for the period selected by you in the case of a subscription, and in other cases for as long as Treeapp or the applicable application provider have rights to provide you the Treeapp App. All rights not expressly granted to you in the Agreement are reserved.

You therefore agree:

• to use the App only for your own internal use;
• to use the App in accordance with the applicable laws and regulations;
• not to modify, disassemble, decompile or reverse engineer the software, except to the extent that such restriction is expressly prohibited by law;
• not to give, rent, lease, loan, sell or resell, sub-license, distribute, publicly perform or otherwise transfer the software to any third party or use the software to provide time sharing or similar services for any third party;
• not to make any copies of the Mobile Software;
• not to decrypt, remove, circumvent, disable, damage or otherwise interfere with security-related features of the software, features that prevent or restrict use or copying of any content accessible through the software, or features that enforce limitations on use of the software; or
• not to delete the copyright and other proprietary rights notices on the software.

5.3. Availability and Technical requirements:

The availability of the App may vary and is provided at our sole discretion. We may change or cease providing the app at any time. The store where you purchase the App may not be available during the routine maintenance periods and other times. To access and use the store where you purchase the App, you will need to comply with our technical requirements, including device compatibility.

We make no warranty of any kind in respect of the App, either express or implied, such as but not limited to warranty regarding the quality or fitness of the App for a particular purpose.

5.4. Devices:

To access and use the App, you will need to comply with our technical requirements, including device compatibility. To use the App, you will need to download and install the App on your device. It is your responsibility to ensure that you have the most up-to-date Mobile Software installed on your devices. Please note that it is your responsibility to ensure you are equipped to access and use the App and that you are responsible for any so associated costs or charges such as mobile network data charges. We reserve the right to remove and/or disable copies of any App on your device.

5.5. Upgraded versions:

You acknowledge that Treeapp may from time to time issue upgraded versions of the App and may automatically electronically upgrade the App that you are using on your device. You consent to such automatic upgrading on your mobile device and agree that the Terms of Use of this Agreement will apply to all such upgrades.

5.6. Indemnification:

You agree to indemnify us and hold us harmless from any and all third party claims and all liabilities, losses, costs and damages that we suffer, which result from or arise out of your breach of the terms, of your infringement of any Intellectual Property or other rights of a third party.

5.7 Mobile Software:

The following applies to any Mobile Software you acquire.

Apple Store:
You acknowledge and agree that this Agreement is solely between you and Treeapp, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms and Conditions.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Treeapp as provider of the software.

You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to:

• product liability claims;
• any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and
• claims arising under consumer protection or similar legislation;

and all such claims are governed solely by this Agreement and any law applicable to Treeapp as provider of the software.

You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Treeapp, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Treeapp acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Software against you as a third-party beneficiary thereof.

Play Store: 

You acknowledge and agree that this Agreement is solely between you and Treeapp, not Google, and that Google has no responsibility for the Google-Sourced Software or content thereof. Your use of the Google-Sourced Software must comply with the Google Store Terms and Conditions.

We agree to provide you with the Treeapp Service. The Service includes all of the Treeapp products, features, applications, services, technologies, and software that we provide to advance Treeapp’s mission: To enable people and organisations to work together to stop global deforestation :

II: Use of Treeapp Services

We believe in a future where anyone on earth can act for the global good. We’re starting with planting trees, but we look forward to enlarge this offering as soon as possible. In the meantime, we’re maintaining the highest quality of services:

• Fostering a positive, inclusive, and safe environment.
  We develop and use tools and offer resources to our community members that help to make their experiences positive and inclusive, including when we think they might need help. We also have teams and systems that work to combat abuse and violations of our Terms and policies, as well as harmful and deceptive behaviour. We use all the information we have-including your information-to try to keep our platform secure. We also may share information about misuse or harmful content with law enforcement.
• Developing and using technologies that help us consistently serve our growing community.
  Organizing and analyzing information for our growing community is central to our Service. A big part of our Service is using cutting-edge technologies that help us personalize, protect, and improve our Service for a broad global community.
• Providing consistent and seamless experiences across all future or existing Forest Wide Limited Products.
  Treeapp is part of Forest Wide Limited, which may share technology, systems, insights, and information-including the information we have about you in order to provide services that are better, safer, and more secure.
• Connecting you with brands, products, and services in ways you care about.
  We use data from Treeapp as well as from third-party partners, to show you ads, offers, and other sponsored content that we believe will be meaningful to you. And we try to make that content as relevant as all your other experiences on Treeapp. Treeapp is not liable for any information shown to you as a Treeapp partner. Treeapp expects every user to conduct its due diligence on all advertising received, although Treeapp will do its maximum to ensure the truthfulness of information shown to each user.
• Research and innovation.
  We use the information we have to study our Service and collaborate with others on research to make our Service better and contribute to the well-being of our community.
• Keeping all your data confidential and secure
  We will never share any user information that could allow a partner of Treeapp to identify this user. ‘Aggregate’ information such as sex and age range can be shared to provide the business partner of Treeapp better insights on the advertising conducted at Treeapp.

6. Treeapp PROPRIETARY RIGHTS

6.1 Exclusive property of Treeapp:

Treeapp is a registered trademark.

Except for your User Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logo, patents, trademarks (including, without limitation, the Treeapp marks), service marks, copyrights, photographs, audio, videos, music, soundtracks and User Content belonging to other Users (the “Treeapp Content”), and all Intellectual Property Rights related thereto, are the respective exclusive property of Treeapp and its licensors (including other Users who post User Content to the Service).

The Service contains data, information, Intellectual Rights and other content not owned by you (“Treeapp Property”). You understand and agree that regardless of terminology used, Treeapp Property represents a limited license right governed solely by the Terms of this Agreement and available for distribution, at Treeapp’s sole discretion.

6.2. Use of Treeapp property:

Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Treeapp Content. Any use of the Treeapp Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

Treeapp reserve all rights to the Treeapp Content and no right or license in the Treeapp is granted to you, except as expressly set forth in this Agreement and the Privacy Policy.

6.3. Ideas on how to improve Treeapp:

You may choose to or we may invite you to submit feedback, comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Treeapp under any fiduciary or other obligation, and that we are free to use the Idea without any additional financial compensation or credit to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Treeapp does not waive any rights to use similar or related ideas previously known to Treeapp, or developed by its employees, or obtained from sources other than you.

6.4. Database:

You acknowledge that you do not own the account you use to access the Services. You agree that Treeapp has the absolute right to manage, regulate, control, modify and/or eliminate Treeapp Property as Treeapp deems adequate, in any general or specific case, and that Treeapp will have no liability to you based on its exercise of such right. All data on Treeapp’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON Treeapp’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. Treeapp DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON Treeapp’S SERVERS

7. Privacy

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your aggregate data as set forth in our Privacy Policy and to have your personally identifiable information collected, used, shared and stored as set forth in our Privacy Policy.

8. SECURITY

Treeapp cares about the integrity and security of your personal information. Treeapp uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

9. USER’S CONTENT COPYRIGHTS

Note that posting or displaying your Content on Treeapp is not a substitute for registering the Intellectual Rights attached to it to the appropriate authorities. Depending on the laws and Regulations of your country or territory, you may wish to register the Intellectual Rights in relation with your creation, such as but not limited to copyrights, trademarks, moral rights, goodwill and other intellectual property rights

10. THIRD-PARTY LINKS AND INFORMATION

Treeapp has no responsibility for any third party’s activity. The Service may contain links, content, data related to third-party materials that are not owned or controlled by Treeapp. Treeapp does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and the Treeapp Privacy Policy do not apply to your use of such sites. Therefore you EXPRESSLY RELIEVE Treeapp FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE, SERVICE, OR CONTENT, INCLUDING WITHOUT LIMITATION USER CONTENT SUBMITTED BY OTHER USERS.

You agree to DEFEND, INDEMNIFY AND HOLD HARMLESS Treeapp AND ITS SUBSIDIARIES, AGENTS, LICENSEES, MANAGERS, AND OTHER AFFILIATED COMPANIES, AND THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (including but not limited to attorney’s fees) arising from:

• your use of and access to the Service and any data or content transmitted or received by you;
• your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
• your violation of any third-party right, including without limitation any privacy right or Intellectual Property Right;
• your violation of any applicable law, rule or regulation;
• User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information;
• your willful misconduct; or
• any other party’s access and use of the Service with your unique username, password or other appropriate security code.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ARE USING OF THE SERVICE IS AT YOUR OWN RISK. To the maximum extent permitted by applicable law, the service is provided WITHOUT WARRANTIES OF ANY KIND, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose. No advice or information, whether oral or written, obtained by you from Treeapp or through the service will create any warranty not expressly stated herein.

Reliability of the service:
WITHOUT LIMITING THE FOREGOING, Treeapp, ITS EMPLOYEES, ITS CONTRACTORS, ITS HOSTS, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT:

• THE CONTENT IS ACCURATE, RELIABLE OR CORRECT;
• THE SERVICE WILL MEET YOUR REQUIREMENTS;
• THE SERVICE WILL BE AVAILABLEAT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE;
• ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR
• THE SERVICE IS FREE OF VIRUSESOR OTHER HARMFUL COMPONENTS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
4.3. 3rd parties:
Treeapp DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE PROMOTED OR OFFERED BY A THIRD PARTY THROUGH THE Treeapp SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND Treeapp WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
To the permitted extent of the law:
THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. LIMITATION OF LIABILITY

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE WHOLE AGREEMENT INCLUDING ANY USER PARTICIPATION IN ANY QUESTION TIME:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Treeapp, ITS AFFILIATES, AGENTS, HOSTS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER INCURRED DIRECTLY OR INDIRECTLY AND INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO ANY:

• USE OF, OR INABILITY TO USE, Treeapp SERVICE AND ANY WEBSITES THAT ARE LINKED TO OR FROM IT;
• ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
• PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE;
• UNAUTHORIZED ACCESS (RESULTING FROM HACKING, TAMPERING OR OTHER) TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;
• INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE;
• BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY;
• ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR
• USER CONTENT OR THE DEFAMATORY, HARASSING, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
• THE LIMITATION OF LIABILITY IN THIS SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Treeapp HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  THIS INCLUDES, BUT IS NOT LIMITED TO, THE LOSS OR DAMAGE OF YOUR INCOME OR REVENUE; SALARY, BENEFITS OR OTHER PAYMENTS; BUSINESS; PROFITS OR CONTRACTS; OPPORTUNITY; BUSINESS INTERRUPTION; ANTICIPATED SAVINGS; DATA; GOODWILL OR REPUTATION; TANGIBLE PROPERTY; WASTED MANAGEMENT OR OFFICE TIME; INTANGIBLE PROPERTY, INCLUDING LOSS, CORRUPTION OR DAMAGE TO DATA OR ANY COMPUTER SYSTEM, HARDWARE, SOFTWARE OR ANY PERSONAL PROPERTY LOSS OR ANY OTHER LOSSES, RESULTING FROM YOUR ACCESS, USE OR NON-USE OF THE SERVICE. We strongly recommend that you (i) take care to verify the suitability and compatibility of your devices before use, (ii) take reasonable precautions to protect yourself against harmful programs or devices including through installation of anti-virus software.
  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
  We may still be liable for death or personal injury arising from our negligence; fraudulent misrepresentation; any other liability which cannot be excluded or limited under applicable law; and only if we have failed to carry out our obligations under these Terms to a reasonable standard, or breached any duties imposed on us by law, including if we have caused death or personal injury by our negligence, and that failure is not attributed to:
• • your own fault, for example your failure to implement recommendations previously advised by us,
  • a third party unconnected with our performance of this Agreement, for instance problems due to communication network performance of this agreement, congestion, and connectivity, or the performance of your computer equipment; or
  • any other events which neither we or our suppliers could have foreseen or forestalled even if they had taken reasonable care.
• The Service is controlled and operated from facilities in the United Kingdom. Treeapp makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United Kingdom and local laws and regulations. You may not use the Service if you are a foreign person or entity blocked or denied by the United Kingdom government.

12. GOVERNING LAW, ENGLISH EXCLUSIVE JURISDICTION AND CLASS ACTION/JURY TRIAL WAIVER

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO RESOLVE THEIR DISPUTES UNDER THE ENGLISH LAW AND ENGLISH EXCLUSIVE JURISDICTION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Treeapp.

Governing Law
You agree that:

• the Service shall be deemed SOLELY BASED IN THE UNITED KINGDOM;

• the Service shall be deemed a passive one that does not give rise to PERSONAL JURISDICTION OVER US, EITHER SPECIFIC OR GENERAL, IN JURISDICTIONS OTHER THAN UNITED KINGDOM;

• THIS AGREEMENT, ITS SUBJECT MATTER, INTERPRETATION AND ITS FORMATION SHALL BE GOVERNED BY THE ENGLISH LAW;

• Notwithstanding the preceding sentences with respect to the SUBSTANTIVE LAW, anyDISPUTE RESOLUTION OR LEGAL PROCEEDINGconducted pursuant to the terms of this Agreement, SHALL BE GOVERNED BY THE ENGLISH LAW.

  6.2. Conciliation
  In case of a disagreement between you and Treeapp, you agree to first contact us at support@Treeapp.com in order to inform us of a dispute you might have and try to resolve it with us. As a result, in case of a claim, dispute, or controversy between the Parties on the subject matter, formation, application, interpretation or performance of this Agreement and PRIOR TO ANY LITIGATION PROCEDURE, each Party undertakes to designate a person duly authorized to search for AN AMICABLE SOLUTION IN GOOD FAITH TO ENTER INTO A CONCILIATION PROCEDURE.
  These persons shall meet at the initiative of the most diligent Party, within thirty (30) days, from receipt of the letter requesting a conciliation meeting. The Party taking the initiative of conciliation should set the agenda. The decisions, if they are MADE BY COMMON AGREEMENT, will have contractual value and will constitute a SETTLEMENT BETWEEN THE PARTIES ON THE SUBJECT MATTER OF THE DISPUTE.
  In the absence of an amicable agreement between the Parties, within a period of sixty (60) days following the conciliation meeting, the dispute shall be referred to and finally resolved by EXCLUSIVE JURISDICTION OF THE COMPETENT ENGLISH COURTS ON AN INDIVIDUAL BASIS. The legal proceeding shall take place in London, ENGLAND and be conducted in ENGLISH language.

Exclusive Jurisdiction of English Courts
In the unlikely event that Treeapp and you have not been able to resolve a dispute it has with you after sixty (60) days, WE EACH HERETO IRREVOCABLY AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS IN RESPECT TO ANY DISPUTE OR LEGAL PROCEEDINGS IN RESPECT OF THIS AGREEMENT AND ANY MATTER ARISING THEREUNDER, INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS.
YOU ACKNOWLEDGE AND CONFIRM THAT ANY DISPUTE, LITIGATION, LEGAL PROCEEDING, QUESTION OF INTERPRETATION, DAMAGE OR LOSS, WHICH ARISE DIRECTLY OR INDIRECTLY AS A RESULT OF THIS AGREEMENT, AND INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS, SHALL BE SUBJECT TO THE LAWS OF ENGLAND AND NO OTHER JURISDICTION SHALL BE APPLICABLE BUT THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS.
YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE ENGLISH COURTS LOCATED IN LONDON, ENGLAND for any actions for which WE RETAIN THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF in a court of competent jurisdiction to PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A OUR COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, INCLUDING ANY PROVISIONAL RELIEF REQUIRED TO PREVENT IRREPARABLE HARM.
YOU AGREE THAT LONDON, ENGLAND IS THE PROPER FORUM FOR ANY APPEALS OF TRIAL COURT PROCEEDINGS OR ANY OTHER DISPUTE RESOLUTION PROCEEDING.

Class Action and Jury Trial Waiver
YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Treeapp ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
With respect to all persons and entities, regardless of whether they have obtained or used the service for personal, commercial or other purposes, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING.
THIS WAIVER APPLIES TO CLASS ACTION IN ANY JURISDICTION, AND, UNLESS WE AGREE OTHERWISE, THE JUDGE MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.

13. MISCELLANEOUS

Notification regarding Procedures and Changes to the Agreement

Treeapp may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Treeapp in our sole discretion. Treeapp reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Treeapp is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
Treeapp may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use.
IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR ANY FUTURE TERMS OF USE, DO NOT USE OR ACCESS (OR CONTINUE TO ACCESS) THE SERVICE.

This Agreement, together with any amendments and any additional Agreements you may enter into with Treeapp in connection with the Service, shall constitute the entire Agreement between you and Treeapp concerning the Service.
If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Treeapp’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any amendment or waiver to our Agreement must be in writing and signed by us. If we fail to enforce any aspect of this Agreement, it will not be a waiver. We reserve all rights not expressly granted to you.

The services of Treeapp are operated by Treeapp, the trading name of Forest Wide Limited, an organisation registered in England and Wales (No.12093497)