REEWILD TERMS AND CONDITIONS
1.1 We are Reeset.Earth Limited (t/a Reewild), a company incorporated and registered in England with company number 12902577 whose registered office is at 19 Hormead Road, London, England, W9 3NG. In this Agreement, "Reewild" and "We" and "Us" and "Our" means Reeset.Earth Limited and "You" means you. Each of Reewild and You being defined as a Party and collectively the Parties.
1.2 Any capitalised words used in these Terms & Conditions (the "Agreement") are defined in Appendix 1, or within the body of the Agreement.
(together the "Service"),
as permitted by the terms of this Agreement.
2.2 Your use of the Service is subject to the terms of this Agreement. By using the App, You accept and agree to abide by the provisions contained herein. If You do not agree to these Terms & Conditions, please refrain from using the App immediately.
2.3 Except as set out in Clause 13.3 or as otherwise expressly stated in this Agreement You acknowledge and agree that while We aim for the Service to deliver best-in-class Output Data, the Output Data may not always be fully accurate.
2.4 In relation to the Output Data, You acknowledge and agree that:
2.4.1 in many cases Output Data is incomplete and We have done our best to compile a score based on the available data sets. We will provide details of the methodology that We have used and provide our best estimate as to the reliability of the Output Data, but in most cases the Output Data is at best indicative and will not be accurate. The accuracy of the Output data is based on a range of factors, details of which can be found here https://reewild.com/blog/data-accuracy-approach/;
2.4.2 the Output Data is for informational purposes only and should not be relied on by You and/or any other third parties; and
2.4.3 any decisions that You take in relation to the Output Data are Your respective decisions alone and Reewild accepts no responsibility for those decisions or their consequences.
2.5 These terms may be updated. We may revise these User Terms & Conditions by posting an update on https://reewild.com/terms-of-service/. Your continued use of the App after such change constitutes Your acceptance of the new Agreement. We will give you 30 days’ notice via email of any changes to the User Terms & Conditions.
2.6 From time to time, We may automatically update the App to improve performance, enhance functionality, reflect changes to the operating system or address additional security issues. Alternatively, We may ask you to update the App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Service.
3.1 The App may occasionally be unavailable. We do not guarantee that the App, or any content on it, will always be available or uninterrupted and We will not be liable if all or part of the App is unavailable at any time or for any period.
3.2 Do not share Your login credentials. You will be allocated login credentials which must be used solely by You. Sharing Your login credentials with any other person or making them available to multiple users is prohibited. You agree to: (a) maintain the security of Your login credentials and be responsible for all use of the App made using such login credentials; (b) notify Us immediately if You suspect or become aware of any unauthorised use of Your login credentials using the details shown at Clause 16.1; and (c) ensure that You log out of Your account after each session when using a public or shared device.
3.3 No liability for unauthorised use of Your login credentials. To the maximum extent permitted by applicable law, We accept no liability for any losses, damages or costs arising from or relating to Your failure to comply with Clause 3.2.
4.1 We may terminate this Agreement at any time. Where We elect to terminate the Agreement in accordance with this Clause 4.1 We shall refund You for any Fees paid in advance for Service not yet delivered or provided.
4.2 Either Party may terminate this Agreement by written notice to the other Party, if the other Party commits any material breach of this Agreement which is not capable of remedy, or is capable of remedy but is not remedied within thirty (30) calendar days of the non-breaching Party giving written notice specifying the breach and requiring its remedy within such third (30) calendar day period, provided that without limitation:
4.2.2 any breaches of Clause 6 of this Agreement; and
4.2.3 any breach of Reewild's, or its licensors' Intellectual Property Rights,
shall in each case constitute a material breach of the Agreement.
4.3 Termination of this Agreement howsoever arising or caused shall: (i) be without prejudice to any rights of either Party which have accrued up to the date of termination; and (ii) not operate to affect any provisions that expressly or impliedly survive such termination.
4.5 On termination of this Agreement You will have the option to delete all Customer Data and Individual Data linked to your account by logging into the Your account area on the App and selecting to delete the data. If you do not select to delete the data, all Individual Data and Customer Data will be deleted within 12 months from the last day of Your last Subscription Period unless agreed otherwise in writing. You will not have the right to delete any part of the Aggregated Data as all title and rights to the Aggregate Data are owned by Us in accordance with Clause 10.4.
5.2 We ensure that We have the right to enter into this Agreement with You and that We have all of the licences, consents and any permissions that We need to be able to carry out our obligations under this Agreement.
5.4 If You have any problems with Your use of the Service you can contact Us by email at info@Reewild.com and We will be happy to help. We will try and correct any issues with the Service within a reasonable time.
6.5 We shall use reasonable endeavours to notify You in advance of scheduled maintenance of the App which may result in downtime but You acknowledge that You may receive no advance notification for downtime caused by emergency or non-scheduled maintenance.
6.1.5 With the exception of the Aggregated Data, You may only make the Output Data available to a third party or commercially exploit it as permitted by either the relevant Third Party Licence or OSS Licences as detailed in Schedule 1 (whichever is applicable);
6.4 On the termination of our contract with You under this Agreement, You will stop using the App immediately. Without prejudice to Clause 6.2 You agree to compensate Us in respect of any claims, losses, expenses and liabilities (including legal fees) which arise from or in relation to Your use of the Service (or any use of the same by any third party using Your login credentials) or any breach of this Agreement.
7.1 You must not misuse the App by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the App, the server(s) on which the App is stored, or any server, computer or database connected to the App.
7.2 We do not guarantee that the App will be free from bugs, viruses or malicious code and, to the maximum extent permitted by applicable law, We will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of the Service. We therefore recommend that You use Your own virus protection and scan regularly for the presence of viruses and other malicious code.
8.1 In signing up to the Service you will need to sign up to one of the Membership Options with various benefits and features. Agreeing to the terms of this Agreement means that You agree to the relevant benefits, features and fees.
9.1 Each Membership Option has a fee that is paid monthly in advance by payment gateway on the same day each month. If your payment is due on or after the 29th of the month but the current month doesn't include that date, We will take payment from you on the last date of that month.
9.4 We may change the prices of membership fees from time to time and will notify you of such price changes in advance with reasonable notice. The price change will take effect on the first day of the next Billing Period after the price change date. Subject to applicable law, by continuing to use the App after the price change takes effect, you agree to the new fee. If you do not agree to a price change, you have the right to object to the change by leaving the Service before the fee change takes effect.
9.5 Without Prejudice to Clause 13.1, if you change your mind, you can change your Membership Option at any point. If you choose to change your Membership Option, the membership change, and price change will take effect automatically from the first day of the next Billing Period.
9.6 If you change your mind, you can cancel your membership at any point. If you choose to cancel your Membership Option You will continue to have access to the Service until the last date of the current Billing Period to which then your access to the Service will be automatically terminated.
9.7 On cancellation of your membership you have the option to delete all Individual Data and Customer Data in accordance with Clause 4.5.
10.1 In order to provide our Service, We take data from both third-party data providers under data licences (“Third Party Licences”) and online datasets that are made available to use under open source software licences (as listed in Schedule 1 – OSS Licences) (Input Data), and through the App We are able to use that Input Data to form new data, Output Data. You may only use the Output Data in accordance with the terms of the relevant Third Party Licence or OSS Licence and the terms of this Agreement. In the case that the terms of OSS Licences conflict with either the terms of the Third Party Licences or the terms of this Agreement, in both cases the terms of the OSS Licences shall prevail.
10.2 Subject to clause 10.3, (i) all Intellectual Property Rights in the App (including trade marks, copyrights, database rights and other intellectual property rights) and Output Data shall belong and remain the property of Us, and (ii) all Intellectual Property Rights in modifications to the App and Output Data, whether made by or on by or on behalf of Us independently of the Agreement, shall belong to Us. Your use of such intellectual property rights in the App is subject to this Agreement and You do not acquire any Intellectual Property Rights in the App.
10.3 Different terms apply to different parts of the Input Data, and the Output Data. We will identify to You in the App the terms that apply to specific pieces of data, which in some cases oblige You and Us to make the data available to third parties on the same terms as it was made available to You and Us.
10.4 As part of the Service We collect data that you provide to Us through the App (Customer Data). You own all Intellectual Property Rights in the Customer Data (excluding any Aggregated Data). You hereby grant (and shall procure the grant of) a royalty-free, non-exclusive licence to Us (together with a right for Us to sub-license the same to our subcontractors (for use on Reewild’s behalf)) to: (i) use and modify the Customer Data to the extent necessary to perform its obligations under this Agreement; and (ii) to use, modify, adapt the Customer Data and Your use of the App to create Aggregated Data. Aggregated Data and all Intellectual Property Rights therein shall be owned by Us, and We shall be permitted to provide and/or distribute the Aggregated Data to third parties independently of this Agreement.
11.1 You will promptly notify Us in writing if You become aware of any infringement of any Intellectual Property Rights in the Service and will fully co-operate with Us in any legal action taken by Us to enforce our Intellectual Property Rights.
11.2 Subject to Clause 11.1 We will indemnify You from and against any Losses you incur which arise out of any claim made or threatened against you alleging that your use of the App in accordance with this Agreement infringes the Intellectual Property Rights of any third party.
12.1 The Service is provided with reasonable care and skill but in no event do We warrant that the App or the Output Data is error-free or uninterrupted. To the maximum extent permitted by applicable law We disclaim any and all implied warranties or conditions, including any warranties of satisfactory quality, fitness for a particular purpose (regardless of whether We knew or had reason to know of any particular needs), merchantability, non-infringement, accuracy or availability.
13.1 If You don’t like the Service, You should stop using it and tell Us Your concern(s). If You are dissatisfied with, or dispute this Agreement, the Service or Us, to the maximum extent permitted by law, Your sole right and exclusive remedy is to cease to use the App. You confirm that We have no other obligation, liability or responsibility to You or any other party if You decide to cease using the App.
13.2 Without prejudice to Clause 13.1 but subject to Clause 13.3, Reewild’s total liability arising out of or in connection with this Agreement, Your use of the Service will be limited to the greater of (a) the amount of fees payable by You for use of the Services in the 12 months prior to the date of the claim and (b) £150.
13.3 We do not exclude or limit (and nothing in this Agreement operates to exclude or limit) its liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not be limited or excluded by law.
13.4 Except as set out in Clause 13.3 or as otherwise expressly stated in this Agreement We will not be responsible to You in any way for any loss of profits, loss of business, loss of revenue, loss of opportunity, depletion of goodwill and/or similar losses or pure economic loss (in each case whether direct or indirect), nor for any indirect or consequential loss.
13.5 You acknowledge that We use third party providers to provide Carbon Offsetting Services. Where we aim for the Carbon Offsetting Services to be delivered as detailed in the App you agree and acknowledge that that from time to time the Carbon Offsetting Services provided may not be delivered fully as described. Subject to Clause 13.3, we will not be responsible to You in any way for any loss of profits, loss of business, loss of revenue, loss of opportunity, depletion of goodwill and/or similar losses or pure economic loss (in each case whether direct or indirect), nor for any indirect or consequential loss in relation to the delivery of the Carbon Offsetting Services.
13.6 The limitations and exclusions in Clauses 13.2 to 13.5 apply to all Losses, however they arise in connection with this Agreement (including under contract, tort (including negligence) or otherwise).
14. DATA PROTECTION
14.2 By using the App, You agree to Us collecting Customer Data and to: (i) use and modify the Customer Data to the extent necessary to perform its obligations under this Agreement; and (ii) to use, modify, adapt the Customer Data and Your use of the App create Aggregated Data.
14.3 By using the App, You agree to Us collecting and using technical information (including data usage and data analytics) about the devices You use the App on and related App, hardware and peripherals to improve, develop and expand Reewild’s products and services.
15.1 You shall maintain and procure the maintenance of confidentiality of Our Confidential Information at all times and ensure that Our Confidential Information is kept secure and protected against theft, damage, loss or unauthorised access.
15.2 You undertake that You shall not: (a) disclose to any person any Confidential Information belonging to Us except as permitted by Clause 15.3; and (b) use Our Confidential Information for any purpose other than to exercise Our rights and perform Our obligations under or in connection with this Agreement.
16.1 You can contact Us by email using firstname.lastname@example.org, by telephone on 07966 031583 or by post to 70 Wilson Street London EC2A 2DB.
16.2 This Agreement does not confer any rights on any person or party (other than You and Us and, where applicable, Our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.4 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
16.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 16.5 shall not affect the validity and enforceability of the rest of this Agreement.
16.6 Without prejudice to any other rights or remedies that We may have, You acknowledge and agree that in some circumstances damages alone would not be an adequate remedy for breach of this Agreement by You. Accordingly, We shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Appendix 1 – DEFINITIONS
Aggregated Data means data which has been created by Reewild which cannot reasonably be reversed engineered by a third party to identify You, Customer Data, or Personal Data. Aggregated Data may be based upon or otherwise derived from Customer Data.
Agreement means these Terms and Conditions between You and Us.
App means the Reewild 1.0 mobile application software and any updates or supplements to it.
Billing Period means each calendar month period.
Carbon Offsetting Services means the range of services provided to Reewild by third party providers to offset negative emissions and remove carbon dioxide from the atmosphere.
Confidential Information in relation to either party, means all information which is not in the public domain and which belongs or relates to that party or its business including information relating to any of: its customers, suppliers, financial information, advertising and promotional materials; its products, services, processes, strategies and developments intellectual property, trade secrets and know-how; market share, market research reports and surveys; personnel, agents and third party intermediaries; and future projects, business plans, budgets, commercial relationships and negotiations, in each case existing in any form, whether or not marked "confidential", and all other information clearly designated as "confidential". Confidential Information will not include Output Data and Reewild Methodology.
Customer Data means all data (including Personal Data) which is collected and/or uploaded to the App by or on behalf of You or as collected from You by Us as part of your use of the App and creation of the Output Data pursuant to this Agreement.
Data Protection Legislation means the Data Protection Act 2018 and, unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and thereafter any successor legislation to the GDPR or the Data Protection Act 2018.
Fees means the fees payable by you for your use of the App as set out in Clause 9 of this Agreement.
Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be reasonably expected from a company within the relevant industry or business sector.
Individual Data means the information representing Your and only Your emissions data as created by Your use of the App and as displayed on Your profile within the App.
Input Data means the data made available to Us through Third Party Licences and open source software datasets that We use as inputs to our calculation to produce the Output Data.
Intellectual Property Rights means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trademarks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.
Losses means claims, expenses, losses, liabilities, damages, proceedings and costs (including reasonable legal fees).
Membership Option means the membership options available to You for Your use of the App as set out Clause 9.2 of this Agreement.
Monthly Fees mean the fees payable for each Membership Option as listed in Clause 9.2.
OSS Licences means the OSS licences as listed in Schedule 1.
Output Data means the data produced and displayed in the App including the Input Data, Aggregated Data and the Reewild Methodology (excluding Customer Data).
Personal Data means as defined in the Data Protection Legislation.
Service means as defined in Clause 2.1.
Third Party Licences means as defined in Clause 10.1.
Virus means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity or availability, and the term Vulnerabilities shall be construed accordingly.
References to "including" and "include(s)" shall be deemed to mean respectively "including without limitation" and "include(s) without limitation".
Schedule 1 – OSS Licences
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