THANK YOU for choosing Tree Time Foundation Ltd (“Us”). In this Customer Agreement (“Agreement”), you will find Important Information about the Services We are providing to You, and which You are about to access, including:
a) Our ability to make changes to your Service or this Agreement’s terms.
b) Our liability if things do not work as planned and how any disputes between us must be resolved in arbitration or Court.
1 BASIC RULES
a) If you are an individual you are only eligible to use Our Services if you do not require the consent of another person to do so, meaning for example you are of legal age in your country. There may be other age restrictions for specific use of Our Services in various countries.
b) If you are a company or other legally recognised juris entity (a legal entity not being an individual) in your country you must hold the appropriate consents to be eligible to use this platform on behalf of that juris entity.
c) Whether You are an individual or other legally recognised juris entity You cannot enter into this Agreement unless it is lawful to do so in any country the laws of which You are compelled to comply with.
d) You must provide US with accurate information and You must ensure that this remans the case.
e) You must only act for Yourself if You are an individual or in the case of a juris entity with the appropriate consents to do so.
f) Keep Your username, password, and other login details secure and do not allow other persons to operate Your account.
g) Inform Us immediately of any unauthorised access to Your account. You are responsible for anything that happens through Your account, even if without Your permission. We suggest you change your login details if You have any reason to believe Anyone has attempted to access Your account. TO THE MAXIMUM EXTENT ALLOWED BY ANY APPLICABLE LAW, TREE TIME FOUNDATION LTD IS NOT RESPONSIBLE FOR ANY LOSS OR ACTIVITY THAT RESULTS FROM THE UNAUTHORISED USE OF YOUR ACCOUNT.
2 TERMS AND CONDITIONS
In these terms and conditions (Terms and Conditions) the following words and terms have the following meanings:
“Agreement” means this Agreement which in which is contained the Terms and Conditions which You and We are bound by.
“Electronic Medium” means and includes any electronic device or electronic platform used to access Our Services, including any hand-held device or a computer.
“NZ$9” means nine dollars in New Zealand currency and includes any foreign currency equivalent necessary for us to receive on the day of receipt the sum of NZ$9.
“Services" means the ability, through the use of and access from any Electronic Medium, to access, view or download any material belonging to or generated by Tree Time Foundation Ltd” and includes the word “App”; navigating through and around it, and accessing and /or downloading any of its content, including any of its related products and services, and also includes the word “Website”; navigating through and around it, and accessing and /or downloading any of its content, including any of its related products and services (collectively, "Services").
When this Agreement refers to "User", "You" or "Your" it means to You.
When this Agreement refers to “Tree Time”, “Tree Time Foundation Ltd", "We", "Us" or "Our" it refers to Us.
“Your Tree” means a tree that has been purchased using a donation You have made to Us and which has been assigned a unique Barkcode TM.
Accordingly, this Agreement sets forth the general terms and conditions of your use of Our Mobile Applications and Services.
This Agreement is legally becomes legally binding on You when You click “I agree to the Terms and Conditions governing access to and use of this App” or click “I agree to the Terms and Conditions governing access to and use of this Website” or You otherwise agree to bound by these Terms and Conditions when using the Website, as the case may be, and which You are required to do before accessing and using the rest of Our Services. By doing that you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You will be required to click on either click “I agree to the Terms and Conditions governing access to and use of this App” or click “I agree to the Terms and Conditions governing access to and use of this Website” or otherwise agree to these Terms and Conditions, as the case may be, before accessing Our Services at any time, but You are bound by this Agreement the first time to make that click, regardless of the Electronic Medium you first use to access Our Services and regardless of how often You later access Our Services and through whatever Electronic Medium You may later choose to do so. Any such subsequent access nonetheless is a further acceptance of this Agreement.
If you are entering into this Agreement on behalf of a business or other legal juris entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "User", "You" or "Your" shall refer to both You and such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use Our Services. You acknowledge that this Agreement is a contract between you and Tree Time Foundation Ltd, even though it is electronic and is not physically signed by you, and it governs your use of Our Services.
3 OUR RELATIONSHIP
We are offering You the ability and opportunity to donate towards the planting of one or more trees on the terms and conditions below:
a) All payments You or someone else on Your behalf make to Us are donations to be applied by Us in accordance with Our Constitution and in particular towards the planting of ONE tree for each NZ$9 (or Other Advised Sum) You or any other relevant person donate (hereafter Your donation).
b) Each tree that is planted with Your donation will have a unique Barkcode TM that is applicable only to that tree and available only to You.
c) We will not cut down the tree Your donation has planted and will take all reasonable steps to ensure no other person can either, unless that tree is diseased, or we are required to do so by law, or a registered forestry consultant certifies it is necessary to do so for the health of the surrounding forest. If this occurs, paragraph (g) below applies.
d) You do own any tree or acquire any rights to ownership or possession of it that can be asserted against the owner of the land on which it is planted.
e) We will either own the land on which any tree is planted or will have a lease over that land for a term exceeding the expected life of the trees planted on the land.
f) You will not have any rights to any produce from the land on which any tree is planted, nor to any statutory rights which only arise because there is a tree growing on the land.
g) If Your tree dies or has to be removed before maturity, We will replant it and assign it the same Barkcode TM as that assigned to the deed tree at no extra cost to You.
h) You will not be charged any further sum for costs associated with Your Tree.
i) If for any reason we cannot plant Your Tree Our Constitution requires that surplus funds be donated to charitable purposes dedicated to fight climate change and You agree this will occur rather than any donation made by You being returned to You. We accept that different rules may apply to crowdfunding or “Kickstarter” donations that cannot be released to us.
j) While you have donated NZ$9 towards a tree being planted, You acknowledge and agree that in the future a different donation may be required to achieve this, which We refer to as Other Advised Sum, and this may be more or less than , depending on Our prevailing cost structure at any time;
k) When You make Your donation, We will make Our on-line Services available to You via Your Electronic Medium, but this is the sharing of Information and You and We agree that it is not provided as part of the NZ$9 donation You have made. If, however, the revenue laws of New Zealand require a consideration to be ascribed to this sharing of Information You and We agree that the consideration is NZ$0.50 from every NZ$9 (or Other Advised Sum) donated.
l) We will not require You to donate any further sums, other than NZ$9, towards finding the planting and maintenance of “Your Tree”. If costs in excess of that sum are incurred, We will meet them. Should part of the NZ$9 you donate not be immediately necessary for the maintenance of “Your Tree” or any associated costs, you will be able to verify in Our published accounts that any excess sums are carried forward.
m) The photos you see on Electronic Medium You are using to view “Your Tree” are Your tree once it is planted. However, photos provided of seedlings and nursery plants may not be of “Your Tree” because no Barkcode TM is assigned to “Your Tree” until it is planted.
4 THESE TERMS AND CONDITIONS NOT MODIFIED
Nothing contained in Our Services site or any Electronic Medium giving access to the same over-rides or amends these Terms and Conditions. Representations and statements appearing on Our Services or any Electronic Medium displaying the same, and not inconsistent with this Agreement, are to be interpreted only as promises by Us to use reasonable endeavours to ensure they are complied with, excepting that any statements that We will not change our Constitution, or Will apply Your donation to ensure that a tree is planted in New Zealand, or Will not allow Your tree to be cut down (unless required to do so), and or Will comply with the terms of Our Constitution, are promises made without qualification except to the extent qualified by clauses 1-3 hereof.
5 GOVERNING LAW
These Terms and Conditions are subject to, and are to be interpreted exclusively in accordance with, the laws of New Zealand. Any Representations and statements referred to in clause 4 above are also to be interpreted in accordance with these Terms and Conditions, meaning that they are subject to, and are to be interpreted exclusively in accordance with, the laws of New Zealand as applied to this Agreement. For the further avoidance of doubt, the formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of New Zealand without regard to its rules on conflicts or choice of law, to the extent they must be applied. Any dispute between Us and You shall be subject to the following procedure:
a) To expedite resolution and minimise costs, any dispute related to this agreement shall be the subject of informal negotiations before any referral to arbitration or to the Courts (where the latter is allowed). Negotiations will commence with a notice sent by You to Us or vice versa setting out fully the nature of the dispute. You will send any notice to the address below under para 20 and we will send any notice to the address associated with Your account. You and We will upon receipt of such notice have 30 days to attempt to resolve any dispute.
b) If no resolution is achieved by negotiation under (a) above, either You or We may elect to have the dispute referred to arbitration in New Zealand in accordance with the Arbitration Act 1996 NZ. Any such referral shall be final and not subject to appeal except as allowed by law in New Zealand. Should either You or We elect not to refer any dispute to arbitration in accordance with this clause You or We waive the right to exercise any other remedies in relation to the dispute, except to the extent otherwise allowed by law. IN SOME JURISDICTIONS THIS MAY RESULT IN WAIVER OF A RIGHT TO JURY TRIAL AND YOU UNDERSTAND THAT YOU MIGHT OTHERWISE HAVE THIS RIGHT. Except as otherwise provided in this Agreement You may litigate in Court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
c) You and We agree that any arbitration shall be limited to the dispute between You and Us. To the fullest extent allowed by law (1) no arbitration shall be jointed with any other; (2) there is no right or authority for any dispute to be arbitrated on a class action basis or using class action procedures; (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
d) You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.
e) The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
f) You and We agree that the following disputes are not subject to the above provisions concerning negotiation and arbitration, namely (1) a dispute seeking to enforce or protect or concerning the validity of, any of Our intellectual property rights; (2) any dispute arising from allegations of theft, privacy, invasion of privacy or unauthorised use; (3) any claim for injunctive relief.
6 ACCOUNTS AND MEMBERSHIP
You must be at least 18 years of age to use Our Services. By using Our Services and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age. If you create an account using Our Services, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred because of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
7 BILLING AND PAYMENTS
You acknowledge that the purpose of accessing Our Services is to donate. If You attempt to donate but Your Donation is declined by Your bank or financial institution You agree to exit our Services of any Electronic Medium displaying the same. If, in our judgment, your donation constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change pricing at any time. We also reserve the right to refuse any donation You make to Us.
8 ACCURACY OF INFORMATION
Occasionally there may be information in or displayed in Our Services that contains typographical errors, inaccuracies or omissions that may relate to its contents and a donation that You are making. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel donations if any information in Our Services is inaccurate and to do so at any time without prior notice (including after you have made a donation). We undertake no obligation to update, amend or clarify information in Our Services, including, without limitation, pricing information, except as required by law. No specified update or refresh date in Our Services or in any Electronic Medium displaying the same should be taken to indicate that all information in the Mobile Applications and Services has been modified or updated.
During your use of Our Services, You may not enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through the Services or any Electronic Medium displaying the same without Our written consent. If We do so consent, any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between You and the applicable third party. We shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between You and any such third party.
10 LINKS TO OTHER RESOURCES
Although Our Services may link to other resources (such as websites, mobile applications, etc.) other than Our own, We are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and We do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link in Our Services or on Your Electronic Medium displaying Our Services. Your linking to any other off-site resources is at Your own risk.
11 PROHIBITED USES
In addition to other terms as set forth in the Agreement, You are prohibited from using Our Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Our Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; (j) to interfere with or circumvent the security features of Our Services, third party products and services, or the Internet, or (k) to attempt to reverse engineer Our Services, including Our App and Our Website. We reserve the right to terminate your use of Our Services for violating any of the prohibited uses.
12 INTELLECTUAL PROPERTY RIGHTS
"Intellectual Property Rights" means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all mobile App applications and/or Website and all or any rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to You any intellectual property owned by Us or third parties with whom We contract, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Us or Our contractors. All trademarks, service marks, graphics and logos used in connection with Our Services, are trademarks or registered trademarks of Us or Our licensors. Other trademarks, service marks, graphics and logos used in connection with Our Services may be the trademarks of other third parties. Your use of Our Services grants You no right or license to reproduce or otherwise use any of Tree Time Foundation Ltd or third-party trademarks. You further acknowledge and agree that You shall have no ownership or other property interest in Your account, and acknowledge and agree that all rights in and to the Account are and shall be owned by and inure to Our benefit. We will takedown/remove any material that turns out to be copyrighted if the violation it brought to Our attention. You can report any suspected copyright infringement by posting a notice on Our Services under “Contact Us’. You are informed that We take copyright violations seriously and will investigate them and take the actions captioned above if proved. You acknowledge that in order to ensure compliance with legal obligations We may be required to review all content posted to Our Services to determine whether it is illegal even if We otherwise have no obligation to do so.
13 DISCLAIMERS OF WARRANTY
You agree that Our Services are provided on an "as is" and "as available" basis with all faults, and that Your use of Our Services is solely at Your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that Our Services will meet your requirements, or that Our Service will be uninterrupted, timely, secure, or error-free; nor do We make any warranty as to the results that may be obtained from the use of Our Services or as to the accuracy or reliability of any information obtained through Our Services or that defects in Our Services will be corrected. We may change, add, or remove functionalities of features in our Services, and We may suspend or stop Our Services altogether. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Our Services is done at Your own discretion and risk and that You will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through Our Services or any transactions entered through Our Services. No advice or information, whether oral or written, obtained by You from Us or through Our Services shall create any warranty not expressly made herein, even if any remedy fails its essential purpose. Further You acknowledge that any figures provided to You are estimates only and not intended to be promises or warranties as to the accuracy of their content. You further acknowledge and agree that Our reference to a nursery or the use of technology, as well as to any services that may be provided is to either Us or to Our lawful contractors who may perform services for Us under contract, including nursery services. Finally, You acknowledge and agree that Our ability to deal with Our Property, other is unlimited save as is provided for in Our Constitution and in paragraph 4 above.
14 LIMITATION OF LIABILITY
To the fullest extent permitted by any applicable law, in no event will Tree Time Foundation Ltd, its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Tree Time Foundation Ltd and its affiliates, officers, employees, agents, suppliers and licensors relating to Our Services, or to any act or omission said to exist because of reliance on Our Services or this Agreement will be limited to an amount greater than one dollar or any amounts actually paid in cash by You to Tree Time Foundation Ltd for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate You for any losses or fails of its essential purpose. Unless this is wholly unenforceable in Your jurisdiction, the foregoing limitations, exclusions, and disclaimers apply to the maximum extent permitted by any applicable law.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect. It is agreed that any provision severed in accordance with this clause by reason of illegality, invalidity and/or enforceability shall only be so severed in the jurisdictions in which the parties are bound to accept the such severance, or We otherwise choose to.
16 CHANGES AND AMENDMENTS
We reserve the right to modify this Agreement or its terms relating to Our Services at any time, effective upon posting of an updated version of this Agreement on our App and Website. You are deemed to have notice of such posting. Continued use of Our Services after any such changes shall constitute Your consent to such changes. We also can remove or restrict access to Your content or information if we determine that doing so is reasonably necessary to avoid or mitigate adverse legal or regulatory impacts to Us.
17 ACKNOWLEDGMENT OF NZU POLICY; ESTIMATED SEQUESTRATION AND NATIVE TREE ALTERNATIVE SELECTION
You acknowledge You have read, understood, and accept Our NZU policy which We set out as follows. First, no New Zealand Units or similar credits or grants (hereafter NZUs) received and owned by Us and which are measured by reference to land and/or forests owned in Our name, belong to You. Nor can such NZUs be the subject of any claim by You, whether to own or to receive compensation that is calculated by reference to such NZUs. Second, We are not required to make emission returns to any Government or Government agency or instrumentality at any shorter period than is required by law. Third, we do not and cannot guarantee how long and in what form future NZUs will be available. Fourth, We and not You have the sole right to keep or dispose of NZUs we own or can claim in Our name. You note and accept, however, Our preference is to keep such NZUs rather than encourage emissions by selling them as off-sets, and that it is prudent to retain such NZUs in case they are needed at some point to meet future costs of maintaining Our forests. Fifth, we reserve the right, to be exercised at our entire discretion, to dispose of NZUs if it becomes necessary to do so to meet costs and liabilities that Your donation is at any time not budgeted to meet, including, but not limited to, maintenance costs; licencing/software costs; other contracted outgoings; and unknown costs which cannot be currently anticipated and are not provisioned for; save that no payments or disbursements will be paid other than as allowed under Our Constitution. Our Constitution provides that Our shareholders can take no benefits, and any contracts We will enter into after we provide Services to You must be on an arm’s length commercial basis; in all cases ensuring We remain not-for-profit.
You acknowledge and agree that estimates of sequestration are based on CO2 sequestration, not carbon stored, according to the formulae weight x 72.5 = dry weight, where 0.12bhD2 x (H x 1.2) = weight; bhD2 means diameter at breast height in inches squared and H means height in feet; and 50% dry weight x 3.67 = CO2 sequestered; and that estimates of D and H need to be empirically determined at maturity and cannot be other than estimates before then for which We cannot be in any way responsible should empirical determination prove them wrong or in using this formula. You further acknowledge and agree that We have estimated all CO2 usages by estimating the CO2 sequestered at 30 years of age for all tree species, and dividing that figure on a straight line basis, and that this is not intended to imply or promise that the resulting estimated usage, using this approach, equates to the actual sequestration that may have occurred, and which can only be determined by empirical measurement. You further acknowledge and agree that We have not promised to undertake such empirical measurement.
If We have offered to plant native trees with Your donation and You have accepted You acknowledge that the sum of $9 referred to elsewhere in these Terms and Conditions is to be read as the sum You are to pay for exotic trees.
You acknowledge and Agree that we reserve the right to plant the species of native tree with the donation you have made depending on the site conditions and suitability of the species to any environment.
18 ACCEPTANCE OF THESE TERMS
You acknowledge that You have read this Agreement and agree to all its terms and conditions. By accessing and using Our Services You agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, You are not authorized to access or use of Our Services.
If We determine that You have violated any term of this Agreement or any other terms connected with Our Services or have injured or damaged Us by Your actions we may take actions to protect Our interests, including termination or suspension of Your account, automatic blockage of content, implementation of upgrades or devises intended to discontinue unauthorised use, permanent or temporary disablement of any system or Electronic Medium through which You receive Our Services to prevent access to those Services or reliance on any other remedial effects as necessary to remedy the violation. If the violation is in connection with content that was accessed, use of that content must immediately cease and all copies must be deleted from all your devices and Electronic Mediums. After Your account is terminated You will not be able to access Our Services. Any ranking, or scores or information in connection with Our Services will not be retained or accessible. We may indefinitely suspend or discontinue online access to content or data associated with Your account at any time for service depreciation, maintenance services, or upgrades without prior notice or liability. For every device or Electronic Medium that uses Our Services We make no commitment to continue to make those Services available. In addition, We reserves the right to delete account data that we determine to have become dormant.
20 CONTACTING US
If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may send an email to firstname.lastname@example.org.
If these terms and conditions are translated into any language other than English, the English version shall prevail.
If use of Your device or Electronic Medium is covered by an end user licence agreement (EULA) between You and a service provider other than Us, we require You to comply with that EULA in addition to complying with this Agreement, breach of which will be a breach of this Agreement unless this Agreement provides otherwise.
This Agreement last updated on 22 November 2020.