Last Revised: August 28, 2025
THANKS FOR SUBSCRIBING TO ACCESS AND USE CLIMATE FINANCE SOLUTIONS INC.'S (CFS) GRANT MONITORING SERVICE (SERVICE). BY CLICKING ON AN "ACCEPT" BUTTON, SIGNING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU (CLIENT) AGREE TO THE TERMS OF THIS AGREEMENT WITH CFS AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE CFS PRIVACY POLICY, WHICH IS PART OF THIS AGREEMENT. THIS AGREEMENT WILL ALSO APPLY WHEN YOU USE OR ACCESS THE SERVICE AT NO COST OR ON A TRIAL BASIS. IF YOU'RE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE FULL AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DON'T AGREE WITH THE TERMS OF THIS AGREEMENT, DON'T CLICK ON AN "ACCEPT" BUTTON, SIGN AN ORDER FORM, OR OTHERWISE ACCESS OR USE THE SERVICE.
This Agreement is made between CFS and Client and governs Client's use of the Service.
For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
"Client Data" means all data or information submitted by Client to the Service.
"Order Form" means the document(s) for placing subscription orders entered into between Client and CFS. All Order Forms are incorporated into this Agreement by reference.
"Users" means Client, and individuals authorized by Client, to use the Service.
2.1 Subject to the terms of this Agreement and each Order Form, CFS grants Client a non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription Term specified in the Order Form, to access and use the Service for Client's internal business purposes. Client may permit Users to use the Service and will be responsible for their compliance with this Agreement. Usage is limited to any metrics and volumes specified in an Order Form. Client is responsible for maintaining the security and confidentiality of its CFS account and password and for keeping its account information current. Client agrees that its subscription to the Service is neither contingent on the delivery of any future functionality or features nor dependent on any public comments made by CFS regarding the same.
2.2 Client will (i) be responsible for the accuracy and legality of, and the means by which Client acquires, Client Data, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and (iii) use the Service only in accordance with this Agreement and applicable laws and regulations and otherwise comply with applicable laws and regulations in connection with this Agreement.
2.3 Client will not (i) make the Service available to anyone other than Users, (ii) distribute, sell, resell, rent, or lease the Service, (iii) store or transmit infringing or otherwise unlawful material or store or transmit malicious code or material on the Service, (iv) interfere with or disrupt the integrity, security, or performance of, or data contained on, the Service, or (v) disassemble, decompile, reverse-engineer, copy, frame, scrape, translate, or make derivative works of or remove any proprietary notices or labels from, the Service or any of the content therein.
2.4 The Service may contain links to, integrate with, or provide the ability for Client or Users to access third party products, services, or websites. CFS will not be responsible in any way for any such third party products, services, or websites. Client is solely responsible for identifying and complying with the applicable third party terms and conditions for such third party products, services, or websites. CFS may update, upgrade, revise, or change the Service and its features and functionality (collectively, Updates) at any time, provided that CFS will not materially decrease the functionality of the Service during a Subscription Term. Updates are considered part of the Service.
3.1 As between the parties, Client owns and retains all rights in and related to Client Data. Client will collect and maintain any personal data in Client Data in compliance with all applicable data privacy and protection laws and regulations. Client grants CFS a nonexclusive right to process Client Data to provide the Service. Client may access, export, and retrieve Client Data at any time during a Subscription Term. Client will not store or transmit (i) protected health data, as defined in HIPAA, (ii) financial information protected under GLB, (iii) information protected by ITAR, (iv) information subject to PCI Security Standards, or (v) export-controlled matter, in the Service. Client Data is deemed Client Confidential Information, defined below.
3.2 CFS will maintain industry-standard administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Client Data. CFS may disclose Client Data (i) when compelled by law or as otherwise required or mandated by law, (ii) to third party service providers that CFS retains to provide the Service, provided that CFS agrees to remain responsible for the acts and omissions of such third party service providers, and (iii) as expressly permitted in writing by Client. Client reserves the right to utilize Client Data for statistical, marketing, and network analysis as well as to analyze, improve, and further develop CFS offerings, provided it uses commercially available methods to anonymize Client Data prior to any such usage.
4.1 CFS and its affiliates and/or licensors own all intellectual property and other rights in and related to the Service, as well any content therein, and improvements, related knowledge or processes, and derivative works thereto. All rights not expressly granted to Client herein are reserved by CFS and/or its licensors.
4.2 CFS will own and have the unrestricted right to use and incorporate into the Service or other CFS offerings, any suggestions, enhancement requests, recommendations, or other feedback provided by Client, including Users, relating to the Service.
5.1 The parties may exchange Confidential Information in connection with this Agreement. "Confidential Information" or "CI" means all information disclosed by a party (Discloser) that should reasonably be understood by the other party (Recipient), because of markings, the circumstances of disclosure, or the nature of the information itself, to be confidential to Discloser. CI may be disclosed in writing, electronically, or by any other means. Recipient will (i) take reasonable steps to protect Discloser's CI from unauthorized access, use, or disclosure similar to those steps it would take to protect its own, similar information, (ii) not disclose CI to any third party, and (iii) not use Discloser's CI other than in connection with this Agreement. Recipient may disclose CI to its employees, representatives, and other agents (Representatives) who have a need to know the CI for purposes of this Agreement, and who are required to protect the CI under the terms of a written agreement with restrictions at least as protective as those herein. Recipient may also disclose Discloser's CI if required by law, regulation, or court order, provided that Recipient notifies Discloser, if legally permitted. CI specifically includes the terms and existence of this Agreement. The parties' obligations with respect to Confidential Information will survive termination of this Agreement for three (3) years. Neither party will use the other's name or logo in any press release or any other public statements or marketing materials without the prior written consent of the other party in each instance.
5.2 CI shall not include information that (i) Recipient knows, free of any confidentiality obligations, at the time of disclosure, as evidenced by written records, (ii) is or becomes publicly available without Recipient's breach of its confidentiality obligations hereunder, (iii) is rightfully acquired by Recipient, free of any confidentiality obligations, from a third party who has the right to disclose it, or (iv) is independently developed by Recipient without the use of or reference to Discloser's CI.
5.3 Each party acknowledges that its breach of its confidentiality obligations hereunder may result in immediate and irreparable harm to Discloser, for which there may be no adequate remedy at law. Discloser shall be entitled to seek equitable relief to compel Recipient to cease and desist all unauthorized use and disclosure of Discloser's CI.
6.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS". CFS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICE (INCLUDING INFORMATION PROVIDED THROUGH THE SERVICE), OR REGARDING RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. CFS EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. CFS DOES NOT REPRESENT OR WARRANT THAT USE OF THE SERVICE WILL BE SECURE, ERROR-FREE, OR UNINTERRUPTED OR THAT THE SERVICE WILL MEET CLIENT'S REQUIREMENTS. NONE OF THE INFORMATION PROVIDED THROUGH THE SERVICE IS, OR WILL BE DEEMED TO BE, AN ENDORSEMENT OF OR ADVICE TO PURSUE (OR NOT PURSUE) ANY PARTICULAR BUSINESS OPPORTUNITY OR A GUARANTEE OF ANY BUSINESS RESULT, INCLUDING, BUT NOT LIMITED TO, A GRANT AWARD.
6.2 Indemnity. Client will defend, at its sole expense, CFS and its affiliates and its and their respective directors, officers, employees, and agents, from any third party claims, actions, suits, or proceedings and pay any agreed to settlement or finally awarded losses, liabilities, damages, costs, and expenses, arising out of an allegation that Client Data infringes the proprietary rights of such third party.
6.3 Limitation of Liability. SUBJECT TO ANY REQUIREMENTS AND LIMITATIONS OF APPLICABLE LAW, AND EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 AND CLIENT'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY, REGARDLESS OF THE THEORY OF LIABILITY, FOR (I) INDIRECT, SPECIAL, CONSEQUENTIAL, COLLATERAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE OR INJURY TO BUSINESS EARNINGS OR LOST PROFITS, DATA, OR GOODWILL SUFFERED BY THE OTHER PARTY ARISING FROM AND/OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) CUMULATIVE DIRECT DAMAGES ARISING FROM AND/OR RELATED TO THIS AGREEMENT THAT EXCEED THE SUBSCRIPTION FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY OR IF NO SUBSCRIPTION FEES HAVE BEEN PAID, ONE HUNDRED DOLLARS (US$100).
Client shall pay CFS the Subscription Fees set forth in the applicable Order Form. All Subscription Fees for the Service will be paid in advance of the applicable Subscription Term. All Order Forms are non-cancelable and all Subscription Fees are non-refundable, unless otherwise expressly agreed to by the parties. All invoices will be paid within thirty (30) days of receipt. Subscription Fees under this Agreement do not include any taxes, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (Taxes). Client is responsible for paying all Taxes associated with its purchases hereunder. Past due invoices are subject to interest on any outstanding balance of one and one half percent (1.5%) per month or the maximum amount permitted by applicable law. Client agrees to pay all costs incurred by CFS in collecting overdue amounts, including reasonable attorneys' fees.
8.1 The term of this Agreement begins on the effective date of the first Order Form agreed to between the parties and continues until all subscriptions granted in accordance hereunder have expired or been terminated.
8.2 Subscriptions to the Service commence on the Subscription Start Date and continue for the Subscription Term, both as specified in the applicable Order Form. If Client is using or accessing the Service on a no cost or trial basis, Client may cancel its subscription to the Service at any time. If Client is a paid subscriber, following the initial Subscription Term, and unless otherwise agreed to by the parties, the subscription will automatically renew for an additional Subscription Term of the same length as the immediately preceding term, unless either party gives the other party written notice (email acceptable) of non-renewal at least thirty (30) days prior to the end of the then-current term. CFS may change the Subscription Fees for the Service from time to time, provided that any pricing changes will not be effective until the start of Client's next renewal term.
8.3 Either party may terminate this Agreement or an Order Form if the other party has not cured a material breach hereof (or thereof) within twenty (20) days of receiving a written breach notice from the other party. Upon any such termination by Client, CFS will promptly provide Client a refund of any unused, prepaid Subscription Fees covering the remainder of the Subscription Term after the effective date of termination.
8.4 Upon any expiration or termination, Client will immediately cease any further use of the Service, and CFS will make all Client Data available to Client for electronic retrieval for a period of thirty (30) days, but thereafter CFS will, unless legally prohibited or directed by Client, delete Client Data in CFS' systems or in CFS' possession or control.
8.5 In addition to any of its other rights or remedies in this Agreement, CFS may, in its reasonable discretion, deactivate Client's user name(s) and password and/or suspend provision of the Service, upon prior written notice to Client, as the circumstances permit (i) if Client is thirty (30) days or more overdue on a payment, (ii) if Client deems such suspension necessary as a result of Client's breach of Section 2, (iii) if CFS reasonably determines suspension is necessary to avoid material harm to CFS (including the security of the systems used to provide the Service) or its other customers, or (iv) as required by law or at the request of governmental entities.
8.6 Any terms that by their nature extend beyond expiration or termination of this Agreement will survive.
9.1 CFS may modify or update this Agreement from time to time. CFS will post the modified or updated Agreement to this website and update the Last Revised date above. Modifications and updates will become effective upon posting. It is Client's responsibility to periodically review this Agreement for any changes. Client's continued use of the Service after any modifications or updates constitutes Client's acceptance of this Agreement, as updated. If Client does not agree to this Agreement or any updated Agreement, Client may not use or access (and/or shall immediately discontinue further use of and/or access to) the Service.
9.2 This Agreement and all claims arising hereunder will be governed by the laws of the State of California, without regard to conflicts of law principles. The exclusive jurisdiction and venue for all actions arising out of or brought under this Agreement will be in a state or federal court of competent jurisdiction in Humboldt County, CA.
9.3 This Agreement and all Order Forms hereunder are the complete understanding between the parties with respect to their subject matter and supersede all other written or oral agreements and representations related thereto. In the event of a conflict between this Agreement and any Order Form, this Agreement will govern unless the Order Form expressly provides otherwise. No terms in a Client purchase order or other order documentation will be incorporated into this Agreement, and all such terms are null and void.
9.4 If any provision in this Agreement is unenforceable, the remaining provisions will continue in full force provided the original intent of the parties can still be fulfilled, and the unenforceable provision shall be modified to the minimum extent necessary to be effective.
9.5 This Agreement may not be assigned without the prior written consent of the non-assigning party, not to be unreasonably withheld, conditioned, or delayed. Any assignment in violation of this provision is void and without effect.
9.6 Neither party will be responsible for delays or failures to perform (except with respect to payment obligations) resulting from acts beyond the reasonable control of such party.
9.7 Any notices required to be given hereunder by either party must be in writing (email acceptable) and sent to the addresses specified in the Order Form or any other addresses the parties may designate in writing.
9.8 The parties are independent contractors. Nothing in this Agreement creates an agency relationship, partnership, employment, joint venture, or similar relationship between the parties. There are no third party beneficiaries to this Agreement.