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Terms of Use

Last Updated: April 6, 2021
By agreeing to participate in the Ecosystem Marketplace Global Carbon Survey (“Survey”) carried out by Forest Trends (“Forest Trends”, “us”, “our”, or “we”), you (each a “Party” and collectively “Parties”) agree to comply with and be bound by these Terms and Conditions (“Terms”). These Terms govern the use of the information and data you provide us. If you do not agree to be legally bound by all the provisions in these Terms, please do not proceed to participate in the Survey.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
  1. 1.
    PURPOSE AND USE. By responding to the Survey, you acknowledge and agree that you may be disclosing certain Confidential Information (as defined below) and you hereby grant Forest Trends a non-exclusive, worldwide, royalty-free, and sublicensable right to use any information provided in your Survey responses and any information you have previously provided to Forest Trends in connection with any previous surveys or otherwise, including any Confidential Information, in aggregated, anonymous form for any commercial or non-commercial purpose at Forest Trends’ sole discretion (the “Purpose”).
  2. 2.
    PROPRIETARY RIGHTS. You shall retain ownership of the Confidential Information. Forest Trends shall own all rights to any derivations, modification, or aggregations of the Confidential Information, subject to the provisions in these Terms. Each Party reserves all rights not expressly granted.
  3. 3.
    NON-DISCLOSURE. Except as otherwise permitted pursuant to Section 1, above, Forest Trends will not, without your prior written consent, disclose or distribute Confidential Information or cause the Confidential Information to be disclosed or distributed to any third party other than our employees, officers, affiliates, directors, partners or agents to whom such disclosure is necessary for effectuating the Purpose. We shall exercise a reasonable standard of care in preventing improper disclosure of the Confidential Information.
  4. 4.
    CONFIDENTIAL INFORMATION: “Confidential Information” includes any information provided in response to the Survey or which is otherwise disclosed to us concerning emission reduction projects and related information, including pricing data, strategic plans, technology, trade secrets, plans, designs, costs, customer, dealer and supplier names, finances, marketing plans, business opportunities, personnel, research, development and know-how and information received from others that you are obligated to keep confidential, information derived from such information, and any other information you reasonably designate as confidential, secret, and/or proprietary. The term “Confidential Information” does not include (i) information which at the time of disclosure is publicly known, (ii) information already possessed by Forest Trends at the time of disclosure, free of any confidentiality obligation, as demonstrated by suitable evidence, (iii) information disclosed to us in good faith by a third party who has an independent right to such information, (iv) information which is independently developed by us as demonstrated by suitable evidence, and (v) information which you generally disclose to third parties without imposing obligations of confidentiality. We may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that we will take reasonable steps to give you sufficient prior notice of any such disclosure. You hereby warrant that you have the right to disclose such Confidential Information to the us. We have no obligation to return or destroy any tangible or digital materials you may provide, such as drawings, documents, summaries, prototypes and other tangible Confidential Information.
  5. 5.
    REPRESENTATIONS AND WARRANTIES. You represent and warrant that you have the right to enter into, perform, and fulfill the respective duties and responsibilities of these Terms. In addition, with respect to the Confidential Information, you acknowledge and agree that you are solely responsible for rights clearance and accuracy, and you hereby represent and warrant that you own all rights, title, and interest in the Confidential Information or have the full right, power and authority to grant the rights herein discussed. You also represent and warrant that you are not aware of any investigation, claim, or litigation involving the Confidential Information; the Confidential Information does not violate or infringe the rights of any other party (or person) or the laws or regulations of any government or judicial authority; the Confidential Information is accurate to the best of your knowledge; and the Confidential Information does not include any material that might be unlawful under the laws of the United States.
  6. 6.
    RESERVATION OF RIGHTS. You understand that we may currently be developing or in the future develop information internally, or receive information from other parties that may be similar to your information. Accordingly, nothing in these Terms will be construed as a representation or inference that we will not develop products, or have products developed for us, that, without violation of these Terms, compare to the products or systems you develop using your Confidential Information.
  7. 7.
    NO AGENCY. Neither these Terms nor your participation in the Survey are intended to create, nor shall they be construed as creating, a joint venture, partnership or other form of business association between the Parties, nor shall they be construed as intending to create any obligation to enter into any further business relationship or to buy or sell any goods or services.
  8. 8.
    ACKNOWLEDGMENT. We acknowledge: (a) that the Confidential Information is proprietary to and commercially and competitively valuable to you; (b) that you have taken and are taking all reasonable measures to protect your legitimate interests in your Confidential Information, including but not limited to affirmative actions to safeguard the confidentiality of such Confidential Information; (c) that, by these Terms, you are taking reasonable steps to protect your legitimate interests in your Confidential Information; and (d) that the rights and obligations of the parties under these Terms may be enforced by a decree of specific performance issued by a court of competent jurisdiction.
  9. 9.
    DUTY TO NOTIFY OWNER. Whenever a Party knows or has reason to believe that these Terms has been violated or that there has been an improper use or disclosure of the Confidential Information or any part thereof, that Party shall notify the other Party in writing, within five (5) days, setting forth in detail such known or suspected violation and/or improper use or disclosure.
  10. 10.
    EFFECT OF BREACH. In the event that a Party breaches these Terms, the other Party may give written notice of the breach and the breaching Party shall have fifteen (15) days to cure the breach.
  11. 11.
    LIMITATIONS ON LIABILITY. IN NO EVENT SHALL FOREST TRENDS BE LIABLE, WHETHER UNDER CONTRACT, LAW, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, EVEN IF FOREST TRENDS IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THESE TERMS.
  12. 12.
    SURVIVAL. Notwithstanding termination or expiration of these Terms, Sections 1, 2, 6 through 8, and 11 through 17 of these Terms shall survive and remain in full force and effect.
  13. 13.
    LIMITATIONS ON LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE, WHETHER UNDER CONTRACT, LAW, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, EVEN IF THAT PARTY IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THESE TERMS.
  14. 14.
    WAIVER. Our failure to require or enforce strict performance by you of any provision of these Terms or failure to exercise any right under them shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance. Our express waiver of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by you shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Forest Trends.
  15. 15.
    EQUITABLE REMEDIES. You acknowledge that the rights granted and obligations made under these Terms to Forest Trends are of a unique and irreplaceable nature, the loss of which shall irreparably harm us and which cannot be replaced by monetary damages alone so that we shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
  16. 16.
    ASSIGMENT. We may assign or delegate these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms without our prior written consent.
  17. 17.
    ENTIRE AGREEMENT, AMENDMENT & SEVERABILITY. These Terms represent the entire agreement between the Parties and supersede any and all prior understandings, agreements, representations and undertakings between the Parties. These Terms are not subject to amendment, change or modification except by written agreement signed by both Parties. Any amendments to these Terms shall specifically refer to these Terms. The covenants set forth in these Terms shall be considered and construed as separate and independent covenants. Should any part or provision of any covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity or unenforceability shall not render invalid, void or unenforceable any other part or provision of these Terms.
  18. 18.
    DEFINITIONS AND INTERPRETATION. The capitalized terms defined in the preamble and recitals of these Terms shall have the meanings set forth therein and the capitalized terms defined in these Terms shall have the meanings set forth herein. The Parties intend that the language of these Terms shall be construed as a whole according to its fair meaning, not strictly for or against any Party, and without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The captions and section headings used in these Terms are for convenience or reference only and shall not affect the construction or interpretation of these Terms or any of the provisions thereof.
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Contact information:

Forest Trends Association, and it’s Ecosystem Marketplace initiative Address: 1203 19th St. NW, Washington, DC 20036
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