offCents, Inc. - Terms of Service

Last Updated: November 2018

 

The following are the Terms of Service (“Terms”) that govern your use of www.offcents.com and our online services and mobile applications (collectively, the “Service”) of offCents, Inc. (“offCents,” “we,” “us” or “our”). 

 

Accepting these Terms

 

We provide access to the Service subject to these Terms. By using or accessing the Service, you agree to be bound by these Terms. Please read all of the Terms before you use the Service. If these Terms do not make sense to you, please let us know. If you don't agree to all of the Terms, you may not use the Service. These Terms create a binding legal agreement between you and offCents, with the same legal effect and force as a written and signed document.

 

Changes to these Terms

 

We may change these Terms from time to time. For example, we may change these Terms if we release a new feature. Any changes we make to these Terms will be effective when we post them on our website or otherwise distribute them to our users. Your access to or use of the Service after we have changed these Terms will constitute your acceptance and agreement to the changes made to these Terms.

 

Privacy Policy

 

For information about how we collect, use and share information about you via the Service, please see our Privacy Policy.  Our Privacy Policy is incorporated into and made a part of these Terms.  We encourage you to read our Privacy Policy before using the Service.

 

Description of the Service

 

offCents provides real time, automated tracking and calculation of your carbon emissions from transportation.  Our mobile application tracks users’ transportation and allows them to elect to offset their carbon footprint associated with car, train, bus or airplane trips. 

Through the Services, you may be able to access and post Content to our platform and related services. “Content” includes any materials that you or other users post to our Service, including articles, photos, videos, discussion posts, income and expense information, and other information about your or another user’s business, company or professional services. The Service may provide you with access to certain Content provided by offCents.  The Service may also enable you to comment upon certain Content that our other users have posted to the Service.

For more information about the Service, please contact us at support@offcents.com.

 

Right to Use the Service

 

Subject to your full compliance with these Terms, offCents grants you a limited, nonexclusive, non-transferable and revocable license to access and use the Service. Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Service; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Service; (c) disassemble, decompile or reverse engineer any of the software components of the Service; (d) copy, frame or mirror any part of the Service; (e) interfere with or disrupt the integrity or performance of the Service; (f) attempt to gain unauthorized access to the Service or its related systems or networks or attempt to introduce viruses or other computer code, files or programs that disrupt, interrupt, destroy or limit the functionality of any computer software, hardware or equipment; (g) remove, alter or obscure any copyright, trademark or other proprietary notice on or in the Service; or (h) use the Service for any unintended, improper or illegal purpose or to harass, abuse, stalk, threaten, defame or infringe the rights of any other person or party. Any violation of these Terms can result in termination by us of your license and right to use the Service and any accounts created in connection with the Service, as well as possible legal action. We reserve all rights to the Service not specifically granted in these Terms.

 

Age Limitation

 

Only adults may use our Service or have an account with offCents.  By using the Service or creating an account, you represent that you are over the age of 18 years.  If you are not 18 years of age, you are prohibited from using the Service or having an account with offCents.

 

Creating an Account with offCents

 

The Service permits you to create an account. You agree to maintain the security of your user ID and password and accept all risk that someone may access your account without your permission. As a user you are also aware that a compromised password can lead to your sensitive and personal information being viewed or obtained by a third party. If you discover or suspect any Service security breaches, please let us know as soon as possible. You represent, warrant and agree that all information that you provide in connection with your account is and will be accurate, truthful, current and complete. offCents reserves the right to terminate, disable or suspend any account at any time in its sole and absolute discretion.

 

Payment

 

You understand that use of the Service may result in charges to you for the services or goods you receive (“Charges”). offCents will receive and enable your payment of the applicable Charges for services or goods obtained through your use of the Service. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, tolls, and surcharges. Charges you incur will be owed and paid directly to offCents or its affiliates.

All Charges and payments will be enabled by offCents using the preferred payment method designated in your account, after which you will receive a receipt by email. If your primary account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that offCents may use a secondary payment method in your account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by offCents.  You agree that offCents or our designated third party service provider is authorized to disclose information submitted to us in connection with your use of the Service to our third party payment processors for purposes of processing transactions on your behalf via the Service.

 

Promotions

 

offCents may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Service or the Charges applied to you.

From time to time. offCents may make available certain rewards and other promotions through the Service. offCents may make such rewards and promotions available or remove any such items at any time in its sole discretion. To the extent such rewards and promotions relate to goods or services of a third party, the terms and conditions applicable to the purchase of such items will be subject to separate terms and conditions provided or made available by the third party provider of such goods and services. offCents will have no responsibility or liability relating to the provision, sale or use of any such goods and services.

 

offCent’s Rights

 

As between you and offCents, the Service and all information, materials and content included in, on or with the Service, including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms and other content is exclusively owned by offCents or is used with permission. You will retain any rights you have with respect to your Content. However, when you post, link or otherwise make available Content to the Service, you grant us a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content throughout the world in any manner or media, on or off the Service.

 

Links to Third Parties

 

Our Service may include certain third party content or services, including, for example, links to third party websites, services and locations (“Third Party Materials”). Our users may also include Third Party Materials in the Content that they post to the Service. We do not control or endorse any Third Party Materials, and we are not responsible for reviewing the accuracy of any Third Party Materials. When you click on such a link, you will leave our site and go to another site. During this process, a third party may collect your personal information from you. Your connection to and use of such third party website or services are subject to such third party’s terms and conditions and privacy policy.

 

Location Information

 

offCents collects location information and such information will be used and disclosed as set forth in the Privacy Policy. You acknowledge and agree that by accepting the Terms you are consenting to offCents’ collection, use, disclosure and storage of your location information. You may revoke your consent with respect to offCents’ collection, use, disclosure and storage of your location information at any time by contacting support@offcents.com and deleting our mobile app from your mobile device. Please know that if you revoke your consent or you delete or deactivate your account, we may retain certain information as required by law or for legitimate business purposes. We may also retain cached or archived copies of information about you for a certain period. Because such location information is critical to use and operate the Service, you will not be able to use the material features of the Service if you do not agree to our collection of such location information. 

 

Feedback

 

Any suggestions, comments or other feedback you give us about the Service will be our confidential information. We are free to use, disclose, reproduce, license, distribute and exploit this feedback as we see fit, without compensation to you or any obligation or restriction because of any intellectual property rights or otherwise.

 

Relationship with offCents

 

Your use of the Services does not create any other type of relationship between you and offCents, including but not limited to any agency, partnership, joint venture, or employment relationship, or any obligations by offCents to you or any other user except as otherwise expressly stated in these Terms or other written agreement signed by an authorized agent of offCents.

 

Disclaimers

 

THE SERVICE AND ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) ARE PROVIDED TO YOU ON AN “AS-IS” OR “AS-AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE.

 

Limitation of Liability

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL OFFCENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR TO THE SERVICES OR ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES (INCLUDING THIRD PARTY MATERIALS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, BY STATUTE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES OR ARE AWARE OF THE POSSIBILITY OF THESE DAMAGES; AND (B) THE AGGREGATE LIABILITY OF OFFCENTS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING AS A RESULT OF OFFCENT’S ALLEGED NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY AMOUNTS PAID BY YOU TO OFFCENTS FOR THE SERVICES.

 

Indemnification

 

You will defend, indemnify, and hold us harmless from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to any conduct with respect to the Service or violation (or alleged violation) of these Terms or the rights of any third party by you or any person using your offCents’ account.

 

Changes to the Service

 

offCents reserves the right in our discretion to review, improve, change or discontinue, temporarily or permanently, the Service or any features, information, materials or content on the Service with or without providing notice to you. offCents will not be liable to you or any third party for any changes or discontinuance of the Service or any part of the Service.

 

Service Availability over the Internet

 

Use of the Services requires a device with an active internet connection. The connection can be Wi-Fi, or provided by your mobile network provider, but offCents cannot take responsibility for the Service not being available if you don’t have access to Wi-Fi or data. If you are using the Service outside of an area with Wi-Fi, your terms of agreement with your mobile network provider will still apply. As a result, you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing the Service, or other third party charges. In using the Service, you accept responsibility for any such charges, including roaming data charges if you use the Service outside of your home territory (i.e. region or country) without turning off data roaming. If you are not the bill payer for the device on which you are using the Service, please be aware that we assume that you have received permission from the bill payer to use the Service.

 

Protecting Your Account and Devices

 

offCents makes no warranty whatsoever to you, express or implied, regarding the security of the Service, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Service. You acknowledge and agree that you are solely responsible for maintaining the security of your devices. offCents is not responsible for any losses resulting from the loss or theft of your device or the loss or theft of your information transmitted from or stored on your devices.

 

Consent to Electronic Communications

 

By using the Service, you agree that we may communicate with you electronically regarding your use of the Service and that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@offcents.com.

 

Suspension and Termination

 

offCents may suspend or terminate your rights to access or use the Service for any reason or for no reason at all and with or without notice at offCent’s discretion. All of the provisions of these Terms (excluding our license grants to you) will survive any termination or suspension. You may cancel your account at any time by contacting us at support@offcents.com.

 

Governing Law; Arbitration

 

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH OFFCENTS AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM OFFCENTS.

 

In the event of any controversy or claim arising out of or relating in any way to these Terms or the Service, you and offCents agree to consult and negotiate with each other and, recognizing your mutual interests, try to reach a solution satisfactory to both parties. If we do not reach settlement within a period of sixty (60) days, then either of us may, by notice to the other demand mediation under the mediation rules of the American Arbitration Association in New York, New York. We both give up our right to litigate our disputes and may not proceed to arbitration without first trying mediation, but you and offCents are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Except as otherwise required under applicable law, you and offCents intend and agree: (1) not to assert class action or representative action procedures and agree that they will not apply in any arbitration involving the other; (2) not to assert class action or representative action claims against the other in arbitration or otherwise; and (3) will only submit individual claims in arbitration and will not seek to represent the interests of any other person or entity.

 

If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in New York, New York. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing party may be awarded its attorneys' fees and expenses by the arbitrator. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.

 

General

 

Enforcement of these Terms is solely at offCent’s discretion. Failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or other part of these Terms in other instances. If any provision of these Terms is or becomes unlawful, void or otherwise unenforceable (including the warranty disclaimers and liability limitations above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect. As used in these Terms, "including" means "including (without limitation)." The section headings these Terms and are for reference purposes only and will not affect the meaning or interpretation of these Terms.

 

Developer Name and Address

 

Any end-user questions, complaints or claims with respect to offCents should be directed to: offCents, Inc. at 303 East 85th Street, New York, NY 10028, email: support@offcents.com.