Treedom Tools Inc.

Terms of Service Agreement

Last Updated: January 13, 2020

INTRODUCTION

Treedom Tools’ mission is to leverage technology to remove the administrative difficulty involved with volunteer activities and maximize its collective impact.

This Terms of Service Agreement (“Agreement”) governs your use of our Treedom Tools website and the Treedom Tools Application (collectively “Service” or “Treedom Tools”). By creating an account on Treedom Tools, you agree to be bound by our Terms of Service (“Terms”) and this Agreement.

Your use of Treedom Tools also is governed by our Privacy Policy, a copy of which is attached hereto and incorporated herein by this reference. To learn more about how Treedom Tools collects, stores, uses, shares and protects your personal information, please review the Privacy Policy.

CREATING A SCHOOL PROFILE, EVENT OR GROUP

Only teachers, counselors and school administrators may create a school profile on Treedom Tools. Once school profiles are created, teachers, counselors and administrators may authorize student participants and additional faculty with appropriate permission to upload an event, group or profile, as well as view and comment on or about them. You should consult with your school or school district to ensure that you obtain proper consent to use Treedom Tools in the classroom.

When you create a Treedom Tools profile, event or group, you agree that:

  • Any students you add to your school profile are current students in your school.
  • Any additional teachers, counselors or administrators you add to your profile are authorized by your school to access student journals.
  • You will use Treedom Tools only for lawful purposes and abide by applicable law and school policies in your use of Treedom Tools.
  • You will treat Treedom Tools as an extension of the classroom and take reasonable steps to confirm that students are using Treedom Tools appropriately.
  • You will take reasonable steps to protect access to information contained in student profiles, events and groups.
  • You will only share student community service transcripts with parents, guardians and other lawfully entitled individuals.

EVENTS, GROUPS AND PROFILES

Events, groups and profiles that teachers, counselors or school administrators create are private to their account by default. Teachers, counselors and school administrators may choose to publish events, groups and profiles.

By submitting your event, group and activity to your school profile, you understand that:

  • Your activity will be publicly accessible within your school unless you choose to remove it or extend your reach. Your name and other activities that you have contributed will be visible as part of the profile page.
  • For as long as your activity is published, your activity may be shared by Treedom Tools (for example on our website or in an email) and by teachers, counselors and school administrators using Treedom Tools. Teachers, counselors and school administrators using Treedom Tools may also modify your activity and re-share it with their students or other teachers, counselors or administrators, if they choose to do so.
  • If you remove your activity from your profile, prior copies of your activity or modified versions of your activity may still exist in the accounts of other teachers, counselors and administrators and may not be removed by them.

CREATING A STUDENT ACCOUNT

Students may use Treedom Tools only if their parent or legal guardian has given permission to their teacher, counselor or school administrator in accordance with the Privacy Policy and the school’s consent process, where the teacher, counselor or administrator has agreed to act as the parent’s agent and provided consent on their behalf.

Students agree to use Treedom Tools only if they have been given a Join Code or otherwise have been invited to use Treedom Tools by their teacher, counselor or school administrator.

Treedom Tools is an extension of the classroom. Students agree to use Treedom Tools only in a manner that is appropriate to the classroom and for appropriate educational purposes. Students may not violate the policies of their school in their use of Treedom Tools. In the event of a violation, Treedom Tools may delete the account and prohibit further use by the student.

YOUR INTELLECTUAL PROPERTY

Treedom Tools does not own the content that you provide – you own the content. We however need certain limited rights to your content. For example, when you upload your content, we need the right to store it and serve it back to you. Therefore, you grant Treedom Tools the right to use, publish, transmit, display, copy, process, adapt, modify and distribute your content only how you specify and only within the context of Treedom Tools and this Agreement.

Treedom Tools reserves the right, but has no obligation, to delete any account or content if we receive a valid takedown notice or if your content violates any of our Prohibited Activities as defined in this Agreement.

TREEDOM TOOLS’S INTELLECTUAL PROPERTY

Treedom Tools is protected by copyright, trademark and other intellectual property laws. Treedom Tools and its licensors grant you a limited, non-exclusive, non-transferable license to view, copy and display Treedom Tools solely in connection with your permitted use of Treedom Tools. Any rights not expressly granted in this Agreement are reserved wholly and completely on behalf of and for Treedom Tools.

Any and all unauthorized use of Treedom Tools’s logos, trademarks, copyrights, domain names or other distinctive brand features is prohibited.

COPYRIGHT POLICY

Treedom Tools may, at its discretion, terminate the accounts of users who infringe upon the copyrights or other intellectual property rights of other individuals.

PROHIBITED ACTIVITIES

All users agree that they will refrain from the following prohibited activities when using Treedom Tools.

  • Don’t use Treedom Tools in a manner that violates any applicable laws, regulations, ordinances or directives.
  • Don’t use Treedom Tools in any manner that would be inappropriate or unreasonable for the classroom or violates applicable school policies.
  • Don’t use Treedom Tools to lie or mislead other users.
  • Don’t use Treedom Tools to distribute unsolicited or unauthorized unsolicited communications, promotions, advertisements or spam.
  • Don’t use Treedom Tools to do anything threatening, abusive, harassing, defamatory, tortious, obscene, profane or invasive of another person’s privacy.
  • Don’t do anything that interferes with the proper functioning of any software, hardware or equipment that belongs to Treedom Tools or anyone else.
  • Don’t impersonate Treedom Tools or our users on Treedom Tools or elsewhere.
  • Don’t interfere with anyone’s use or enjoyment of Treedom Tools.
  • Don’t use personal information about other users, including students, without consent or as forbidden by applicable law or regulation.
  • Don’t use Treedom Tools in a way that infringes the intellectual property rights of others.
  • Don’t crawl, scrape or use any manual or automated system to copy any public content available within Treedom Tools.

ACCOUNT SUSPENSION AND TERMINATION

Treedom Tools reserves the right to suspend or terminate accounts associated with users who engage in any of the Prohibited Activities described above or in any manner that otherwise violates our Terms, this Agreement or other policies of Treedom Tools or the applicable school. In addition, Treedom Tools reserves the right to suspend or terminate any account at any time for any reason without prior notice to you. An account shall terminate automatically on the occurrence of the bankruptcy or insolvency of either the individual or Treedom Tools. Upon the suspension or termination of an account, Treedom Tools and its employees shall use their best efforts to continue to protect the privacy of confidential information.

ABANDONED ACCOUNTS

Treedom Tools reserves the right to terminate accounts that have not been accessed by the teacher or school associated with the account for a period of more than one year. Prior to terminating an abandoned account, Treedom Tools will notify the teacher or school associated with the account by email and provide an opportunity to download an archive copy of the class journal.

CHANGES TO TERMS

Treedom Tools may modify our Terms from time to time at its sole discretion and you agree to be bound by any changes to our Terms with or without notice.

WARRANTIES AND DISCLAIMERS

YOUR USE OF TREEDOM TOOLS IS AT YOUR SOLE AND EXCLUSIVE RISK. TREEDOM TOOLS AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONNECTION WITH TREEDOM TOOLS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TREEDOM TOOLS, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. TREEDOM TOOLS AND ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE TREEDOM TOOLS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE TREEDOM TOOLS SERVICE OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF HARMFUL COMPONENTS OR THAT THE TREEDOM TOOLS SERVICE WILL MEET YOUR REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT OR DEVICE, LOSS OF USE, OR LOSS OF DATA. NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

INDEMNITY

You agree to indemnify and hold harmless Treedom Tools and our board members, officers, employees, affiliates, agents, vendors and other directly related individuals and entities from any and all claims, suits, actions, losses, costs, damages and any other liabilities, including attorney’s fees, arising out of or related to: (a) your use or misuse of Treedom Tools; (b) any violation of the rights of any other person or entity by you, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (c) your breach of any part of our Terms or this Agreement. Treedom Tools will give you timely written notice of any such matter; however, any failure or delay by Treedom Tools to do so does not negate your defense or indemnification obligations or waive Treedom Tools’s rights to seek payment or defense or indemnification from you. Treedom Tools reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to defend and indemnify us, and you agree to cooperate with Treedom Tools in our defense of these claims. You will not settle any claim that affects Treedom Tools or the referenced individual or entities above without our prior written approval.

To the extent otherwise limited in this Agreement, Treedom Tools agrees to indemnify, defend and hold harmless you and your related administrators, employees, agents, vendors and other directly related individuals and entities from any and all claims, suits, actions, losses, costs, damages and any other liabilities, including attorney’s fees, arising out of or related to any material data breach directly caused by the negligence of Treedom Tools. You will give Treedom Tools timely written notice of any such matter.

LIMITATION OF TREEDOM TOOLS’ LIABILITY

To the maximum extent permitted by law, Treedom Tools will not be liable to you for any special, indirect, incidental, punitive, reliance, consequential, or exemplary damages, even if Treedom Tools has been advised of the possibility of damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, goodwill or other intangible losses relating to or resulting from: (a) your access to, use of, or inability to use Treedom Tools; (b) any conduct or content of any user or third party on our services; (c) unauthorized access, use or alterations of your transmissions or content; (d) any information posted on Treedom Tools; or (e) Treedom Tools’s decision to publish or remove any information on our Service.

In no event shall Treedom Tools’s total liability to you for all damages, losses, or causes of action arising out of or relating to our Terms exceed: (1) the amounts you paid to access Treedom Tools during the twelve (12) months immediately preceding the date of your claim; or (2) one thousand U.S. dollars ($1,000), whichever is greater.

The limitations of liability set forth in this section will survive any termination or expiration of our Terms, and will apply even if any limited remedy specified in our Terms is found to have failed of its essential purpose.

LAW GOVERNING LEGAL DISPUTES

The laws of the State of California govern this agreement, as well as any dispute, claim or controversy that may arise between you and Treedom Tools, without conflicts of law provisions.

INFORMAL DISPUTE RESOLUTION

In the event of a dispute involving this Agreement, our Terms or your use of our Services (“Dispute”), you and Treedom Tools each agree to attempt in good faith to resolve the Dispute through informal negotiation and mediation. If a dispute is not resolved within 90 days after notice to the other party, you or Treedom Tools may elect to arbitrate the dispute. Neither you nor Treedom Tools may file a legal complaint or avail yourself of the U.S. courts to resolve the Dispute, except as otherwise provided in this Agreement.

AGREE TO ARBITRATE

If a Dispute is not resolved informally, you and Treedom Tools agree to resolve the Dispute through final and binding arbitration, except as otherwise provided in this Agreement. The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Los Angeles, California, or any other location agreed to by both parties. The AAA rules will govern payment of all arbitration fees. Treedom Tools will pay all arbitration fees for claims less than $75,000.

Exception to Agreement to Arbitrate: Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Treedom Tools products or Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

NO CLASS ACTIONS

You may only resolve Disputes with Treedom Tools on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are prohibited under this Agreement.

ENTIRE AGREEMENT

These Terms (and any other policies we refer to in this document) make up the entire agreement between you and Treedom Tools Inc., and supersede any prior agreement. If any part of these Terms are found to be unenforceable by a court or arbitrator, the remaining parts will remain in full force and effect. If Treedom Tools fails to enforce any part of these Terms, such a failure does not constitute a waiver.

CONTACT INFORMATION

All notices and other communications under this Agreement and these Terms shall be directed and delivered to the following persons:

If to Treedom Tools, Inc.:


Treedom Tools Inc.

345 N Maple Drive, #135

Beverly Hills, CA 90210

[email protected]


All notices and other communications in connection with these Terms shall be in writing and considered given when both (i) sent to the recipient's email address as stated above; and (ii) three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated above.

INDEPENDENT CONTRACTOR STATUS

Treedom Tools is an independent contractor and not your employee. Treedom Tools’ employees and/or subcontractors (if any) are not your employees.

NONDISCRIMINATION

Treedom Tools hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of these Terms or in the employment practices of Treedom Tools on the grounds of that individual's race; color; gender (including gender identity and gender expression); sex (including pregnancy, childbirth breastfeeding, and related medical conditions); religious creed (including religious dress and grooming practices); marital/registered domestic partner status. age (forty (40) and over); national origin or ancestry (including native language spoken); physical or mental disability (including HIV and AIDS); medical condition (including cancer and genetic characteristics); taking a leave of absence authorized by law; genetic information; sexual orientation: military and veteran status; or any other consideration made unlawful by federal, state, or local laws.

PRESS RELEASES

Treedom Tools shall not refer to the existence of these Terms, nor use the name of or make reference to you for any purpose in any releases for public or private dissemination, advertising or other materials, without your prior written consent. Treedom Tools acknowledges that remedies at law may be inadequate to provide you with full compensation in the event of Treedom Tools’ breach of this provision, and that you shall be entitled to seek injunctive relief in the event of any such breach.