Terms of Service
Last updated: September 1, 2020
If you have any questions, comments or concerns about these Terms or the Services, please contact us at email@example.com.
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time. If the changes materially impact the Terms, we will use reasonable efforts to bring it to your attention by placing a notice on the Patch website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to be bound by all of the changes.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at firstname.lastname@example.org.
About the Service
Patch’s Services allow you and your customers to find, compare, select and purchase negative emissions and carbon offset credits (“Credits”) to help make your business carbon neutral. You may use the Services to purchase Credits from third-party negative emissions and carbon offset developers or registries (“Supply Partner”) and Patch will provide you with the appropriate evidence of your purchase of Credits. Patch serves as an intermediary between you and the applicable Supply Partner.
In some cases, a particular Supply Partner identified at the time of purchase may not be available, either due to reduced demand or such Supply Partner is no longer operating or available on the Patch platform. In such cases, Patch reserves the right, in its sole discretion, to select for you a comparable Supply Partner.
When you purchase Credits through Patch, your payment amount will be placed in an escrow account until the Credit is redeemed with the applicable Supply Partner. Most Credits will be redeemed within the thirty days from the date of payment. However, some Credits may be redeemed after the standard thirty-day escrow period, either because the applicable Supply Partner is not yet ready to receive them or because the Credit you purchased, by its terms, is not capable of being redeemed until a future date. While, we will strive to provide at the time of purchase our best estimate of how long a your payment amount may remain in escrow until your Credit is redeemed, you acknowledge and agree that your payment amount may remain in escrow for such time as may be reasonably necessary to redeem the Credit with the applicable Supply Partner and on the terms and conditions agreed between Patch and such Supply Partner.
Pricing and Invoicing
You agree to pay all fees associated with the Service. Patch’s current standard pricing is set forth on our Pricing Page, which may be updated from time to time. You may be subject to alternate pricing as set forth on a separate order form (“Order Form”) or in some other written form accepted by Patch. Patch reserves the right to revise your pricing at any time by providing written notice to you.
Unless otherwise agreed in writing by you and Patch, Patch will send you an invoice detailing your purchase orders and the applicable charges at the end of each month. For users with a high volume of orders, Patch may send invoices more frequently. Once the invoice has been sent to you, you agree to pay Patch and you authorize Patch to charge the full invoice amount to the payment method you provide in your account information. If we are unable to charge the payment method you provide, you agree to pay all amounts due on your outstanding invoice(s) upon demand.
You must provide current, complete and accurate payment and billing information for your account. You must properly update all information to keep your account current, complete, and accurate (for example you must notify us of a change in billing address, credit card number, or credit card expiration date). Failure to keep such payment method details current and accurate may result in Patch’s failure to collect applicable fees, and may result in the suspension or termination of your access to the Services.
You may request a refund of your payment amount before it is released from the escrow account and redeemed for Credits with the Supply Partner by contacting Patch directly. Any such refunds will be less the applicable fees charged by Patch. Refunds for Credits that have already been redeemed with the applicable Supply Partner are subject to the policies of such Supply Partner. If a Supply Partner refuses to issue a refund, Patch will not be responsible for refunding the amount of any Credit paid to such Supply Partner. If a refund is issued, it will be provided no earlier than 7 days after the order date. Any refund claims must be filed within 30 days after the Credit has been purchased.
As part of the registration or account creation process, you will create login credentials (“Patch User ID”) by selecting a password and providing an e-mail address or by linking another account. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Patch User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
Access to Our APIs
Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable (subject to the section titled "INTELLECTUAL PROPERTY"), limited license to access our APIs and documentation only as necessary to develop, test and support an integration of your application (an "Application" or "App") with the Services. You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.
Here Are the Rules
Your license to access our APIs and documentation is limited and subject to the following restrictions: you will not: (A) access our APIs or documentation in violation of any law or regulation; (B) access our APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our APIs or documentation in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services; or (E) attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
Transparency & Reporting
Our Right to Suspend Access and Audit
If we believe that there is a violation of these Terms that can simply be remedied by your modification or update of your Application, we will, in most cases, ask you to take direct action rather than intervene. In such instances, we may use your name, address and other contact details to contact you or provide this contact information to any third party that reasonably, in Patch's sole determination, claims that you do not possess all of the necessary intellectual property rights. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers or users or any third parties. Patch also reserves a right to audit your Application to ensure it does not violate our terms and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your application complies with our terms and policies.
Reservation of Rights
You retain your ownership rights in your Application and we own and will continue to own our APIs, documentation and Services, including all related intellectual property rights therein. All of our rights not expressly granted by these Terms are hereby retained.
Feedback is Welcome
The more suggestions our developers make, the better our APIs become. Please submit feedback to us at email@example.com. If you send us any feedback or suggestions regarding the APIs or documentation, there is a chance we will use it, so you grant us an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.
Consent to Electronic Communications
When you use the Service or send an email, text message, or other communication from your devices to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you in a variety of ways, such as by email, text, or by posting notices and messages on the Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Supply Partners & Other Third Parties
The Services may contain links or connections to Supply Partners or other third-party websites or services that are not owned or controlled by Patch. Our display on or through the Services of delivery service options offered by third parties does not in any way imply, suggest, or constitute any sponsorship or approval of us by any such Supply Partner or any affiliation between any such Supply Partner and us. Our display of specific Credits does not suggest a recommendation by us of the Supply Partner or such Credits. You agree that we are in no way responsible for the accuracy, timeliness or completeness of information it may obtain from these Supply Partners. Your interaction with any Supply Partner or other third party found on or through our Services is solely at your own risk. You agree that Patch will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any Supply Partner or other third party or for any personal injuries, death, property damage, or other damages or expenses resulting in any manner from your interactions with any Supply Partner.
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
If there is a dispute between participants on this site, or between users and Supply Partners or any other third party, you agree that Patch is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Patch, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Disintermediation Policy & Fees
You acknowledge that Patch uses substantial labor and effort to provide the Services to you, specifically to make available to you Credits from Supply Partners. You represent and warrant that you will not circumvent or attempt to circumvent Patch, these Terms, any Order Form (if applicable), or in any way procure services similar to the Services from a Supply Partner outside of the Patch Services, without Patch’s prior written consent. Should you breach your representations and warranties in this section, you shall pay Patch a one-time fee equal to twenty-five percent (25%) of the annual estimated payment from you to such Supply Partner.
You represent, warrant, and agree that you will not use the Services, including without limitation contributing any Content or User Submission (each of those terms is defined below), or otherwise use the Services or interact with the Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Patch or any Supply Partner);
(b) Constitutes a breach of, or otherwise conflicts with, any Supply Partner terms, rules, or policies, or your agreements with any Supply Partner;
(c) Violates any law or regulation, including any applicable export control laws;
(d) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(e) Jeopardizes the security of your Patch account or anyone else’s (such as allowing someone else to log in to the Services as you);
(f) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(g) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(h) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
(i) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(j) Copies or stores any significant portion of the Content;
(k) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Patch’s) rights.
You understand that Patch owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
You hereby grant Patch a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to provide and operate the Services. You agree that the license you grant is royalty-free, perpetual, irrevocable, and worldwide.
You understand and agree that Patch, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
If you believe any Content infringes your copyright, you should send written notice of copyright infringement to our designated copyright agent at the address given below. Your notice must meet the requirements of the Digital Millennium Copyright Act (as required under 17 U.S.C. 512) by providing the following information:
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Service;
- Your address, telephone number and email address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the copyright at issue or are authorized to act on the copyright owner's behalf; and
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright at issue.
Our designated copyright agent for notice of claims of copyright infringement on the Service may be reached at the following address:
300 Ivy Street, Apt 100
San Francisco, CA 94102
Or by email: firstname.lastname@example.org
If you believe that your content that was removed (or to which access was disabled) pursuant to a Digital Millennium Copyright Act notice we received is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to law, to post and use the content in your content, you may send a counter-notice containing the following information to the Copyright Agent at the address listed above:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco County, California, USA, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Patch may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Patch’s sole discretion.
Modifications to the Service
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
Patch is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Upon deactivation of your account for any reason, you shall immediately pay to us all of your outstanding unpaid invoices. Patch has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to deactivate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Patch.
If you have deactivated your account by mistake, contact us immediately at email@example.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Neither Patch nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for (i) the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services, (ii) any failure or delay in purchasing Credits (including, without limitation, any failure or delay arising from the use of or inability to use any part of the Services), or (iii) the performance or non-performance by a Supply Partner or any other provider of Credits arranged through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Patch or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY PATCH (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PATCH (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO PATCH IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, (C) ANY ACTS, OMISSIONS, OR FAILURES OF A SUPPLY PARTNER, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
To the fullest extent allowed by applicable law, You agree to indemnify and hold Patch, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account or claims by your customers arising from their use of the Services through your products), (b) your violation of these Terms, and (c) your violation of a Supply Partner’s rules, policies, terms of service, or any agreement between you and a Supply Partner. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Patch’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Applicable Law; Arbitration
These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND PATCH ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Patch may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. While the Agreement is in force, Patch may include your company logo and profile on any web site it maintains for customers of Patch’s services. You consent to publication of your company’s name by Patch as a Patch customer. Without Patch’s prior written consent, you shall not advertise or market a particular Credit or Supply Partner to your customers. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Patch agree that these Terms (including any applicable Order Form(s)) are the complete and exclusive statement of the mutual understanding between you and Patch, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Patch, and you do not have any authority of any kind to bind Patch in any respect whatsoever. You and Patch agree there are no third party beneficiaries intended under these Terms.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
Contact & Violations
Please contact us with any questions regarding these Terms. Please report any violations of the Terms by or emailing firstname.lastname@example.org.