Terms of Use

Terms of Use Illustration

Last Modified: August 31, 2021.

1.         Acceptance of Terms of Use.  These terms of use (“Terms of Use”) are entered into by and between you and THE GREEN CITIES COMPANY (“Green Cities,” “we,” “us” or “our”) and govern your access to and use of the Green Cities website, www.greencities.com, and all content and functionality provided therewith (the “Website”).

Please read these Terms of Use carefully before you start to use the Website. BY USING THE WEBSITE OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND OUR PRIVACY NOTICE, INCORPORATED HEREIN BY THIS REFERENCE. ACCORDINGLY, IF YOU DO NOT FOR ANY REASON AGREE TO ALL OF THESE TERMS OF USE YOU SHOULD NOT VISIT OR USE THE WEBSITE.

The Website is offered and available to users who are eighteen (18) years of age or older.  If you are not at least 18, you must not access or use the Website. 

2.         Website Features, Functionality and Availability. You may use the Website when and as available. Although we generally intend for the Website to be available on an uninterrupted basis, it will not always be available (e.g., during maintenance, changes, outages and for other reasons). We further reserve the right to change, modify, eliminate and/or restrict or block access to all or any part of the Website, including any features or content displayed or made available through the Website, from time to time with or without notice to you, in our discretion.  We will not be liable to you if for any reason all or any part of the Website is unavailable at any time for any period.

3.         Accessing the Website and Account Security.  You are responsible for: (i) making all arrangements necessary for you to have access to the Website, including without limitation, your Internet connection; and (ii) ensuring that all persons who access the Website through your Internet connection are aware of these Terms of Use and comply with them.

4.         No Reliance; No Offer or Advice.  Green Cities makes no representation or warranty that the information on the Website is accurate, reliable, up-to-date or complete. Neither Green Cities nor any third party can guarantee the accuracy of the information.  The Website is provided for informational purposes only and does not constitute and should not be construed as a solicitation or offer, or recommendation to acquire or dispose of any investment or to engage in any other transaction whatsoever.

5.         Intellectual Property Rights.

(a)       Green Cities Content.  The Website and all data, products, content, features and functionality (including but not limited to, all information, user interfaces, software, text, displays, images, and the design, selection and arrangement thereof) (“Green Cities Content”) thereof, are owned by Green Cities its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not commercially exploit or make the Website available to any third party. You must not reproduce, distribute, modify, create derivative works of, re-engineer, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website, except as authorized by these Terms of Use. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Green Cities.  Some Green Cities Content may also be subject to further terms and conditions provided in connection with the particular Green Cities Content and you agree to comply with any such further terms and conditions. Any use of the Green Cities Content other than as set forth in these Terms of Use may result in the immediate suspension or termination of your access to all or part of the Website.

(b)      Systems Data.  You acknowledge and agree that all Systems Data is and shall remain the sole and exclusive property of Green Cities.  For purposes of clarity, Green Cities may make any legal use of the Systems Data without notifying you or sharing such Systems Data with you. Specifically, by way of illustration and not by way of limitation, Green Cities may publish and share Systems Data with others in aggregate or statistical form to promote the Website and/or Green Cities’ products or services, for evaluating the efficiency, utility and functionality of the Website and/or Green Cities’ other products or services, and for enhancing and improving the Website and Green Cities’ other products or services.  For purposes of these Terms of Use, “Systems Data” means all data, content and information regarding your use of the Website in the nature of de-identified or aggregate systems administrative data, statistical and demographical data, operational information, and data generated by or characterizing the use of the Website, including without limitation, any de-identified or aggregate Your Content.

(c)       Feedback.  Any comments, feedback, suggestions, or ideas (“Feedback”) you provide through the Website may be used by Green Cities. While you may continue to own all such the Feedback, you hereby grant to Green Cities a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback.

6.         Your Conduct.You may use the Website only for lawful purposes in accordance with the terms and conditions of these Terms of Use.  Except as expressly permitted in these Terms of Use, you agree not to:

(a)       License, sublicense, lease, rent, timeshare, distribute, disclose, permit access to, or transfer to any third party, any portion of the Website and/or any Green Cities Content, whether for profit or without charge;

(b)       Store, reproduce, distribute, transmit, modify, adapt, perform, display (including by “framing”), publish or sell the Website and/or any Green Cities Content;

(c)       Translate, reverse engineer, re-engineer, disassemble, decompile, discover, or modify the Website, any Green Cities Content, or any Green Cities software;

(d)       Remove any copyright and other proprietary notices placed upon the Website and/or any Green Cities Content accessible via the Website;

(e)       Circumvent any use-limitation or protection device contained in or placed upon the Website and/or any Green Cities Content, or access or attempt to access any portion of the Website and/or any Green Cities Content that you are not authorized to access;

(f)        Use the Website to execute denial of service attacks;

(g)       Perform automated searches against Green Cities’ systems (except for non-burdensome federated search services), including automated “bots”, link checkers or other scripts, without prior written permission from Green Cities;

(h)       Use the Website or any Green Cities Content to create products or perform services which compete with or interfere with the Website, any Green Cities Content, or any other products or services of Green Cities or its licensors;

(i)        Text mine, data mine or harvest metadata from the Website;

(j)        Impair or overburden the Website or any servers or systems associated with the Website;

(k)       Impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity;

(l)        Violate any Laws.  For purposes of these Terms of Use, “Laws” means applicable federal, international, state and local laws, statutes, rules, regulations and ordinances, including any judgment or order of any court or governmental authority, and specifically includes, without limitation, the Gramm-Leach-Bliley Act and its implementing rules and official guidance, the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, all applicable anti-bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and all applicable privacy and data protection laws;

(m)      Use the Website and/or any Green Cities Content in any manner that violates, infringes, or misappropriates the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party;

(n)       Introduce to the Website or any other Green Cities systems or software any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

(o)       Download all or parts of the Website and/or any Green Cities Content in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Website and/or the Green Cities Content, in any form; or

(p)       Use the Website and/or the Green Cities Content in connection with life support systems, medical devices, or any application or other high risk activities where failure or malfunction could lead to possible loss of life.

7.         Indemnity.  In exchange for using this Website, you agree to indemnify, defend, and hold harmless Green Cities, its officers, directors, employees, affiliates, agents, licensors and suppliers, for, from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) arising from or relating to your use of the Website, your breach of these Terms of Use, your violation of applicable Laws, your infringement of any third party intellectual property rights, or from any decisions that you make based on any information or content displayed or otherwise made available on the Website, including without limitation, any Green Cities Content.  Green Cities reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to reasonably assist and cooperate with Green Cities in the defense thereof.

8.         Disclaimer; Limitation of Liability; Exclusive Remedy. 

(a)       Disclaimer.  YOU AGREE THAT THE WEBSITE AND ALL Green Cities CONTENT IS PROVIDED BY US OR ANY OF OUR EXISTING OR FUTURE VENDORS, AFFILIATES OR AGENTS “AS IS” AND “WITH ALL FAULTS,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. Green Cities DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ALL SUCH REPRESENTATIONS, WARRANTIES, CONDITIONS AND DUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, RESULTS, ACCURACY, COMPLETENESS, PRIVACY OR SECURITY AND ANY IMPLIED WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WE FURTHER DISCLAIM ALL DUTIES TO YOU, IF ANY SUCH DUTIES EXIST, INCLUDING BUT NOT LIMITED TO GOOD FAITH AND FAIR DEALING, REASONABLE CARE, WORKMANLIKE EFFORT, AND LACK OF NEGLIGENCE. IF A DUTY CANNOT BE DISCLAIMED, YOU AGREE THAT THE STANDARD USED TO MEASURE Green Cities’ PERFORMANCE OF THAT DUTY WILL BE INTENTIONAL MISCONDUCT. ALSO, THERE IS NO WARRANTY OF TITLE OR AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY ASPECT OF THE WEBSITE OR AGAINST INFRINGEMENT. YOU EXPRESSLY WAIVE ALL DUTIES, CONDITIONS AND ALL WARRANTIES THAT MIGHT EXIST BUT FOR THIS SECTION. ALL RISK IN CONNECTION WITH THE USE OF THE WEBSITE AND/OR ANY Green Cities CONTENT IS WITH YOU.

(b)       Limitation of Liability.  TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE THAT NEITHER Green Cities NOR ANY OF ITS EXISTING OR FUTURE AFFILIATES, SUPPLIERS OR AGENTS WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, OR FOR DAMAGES FOR LOST PROFITS, FOR LOSS OR IMPAIRMENT OF PRIVACY, SECURITY OR DATA, FOR FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, WORKMANLIKE EFFORT OR OF LACK OF NEGLIGENCE), OR FOR ANY OTHER SIMILAR DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO ANY BREACH OR OTHER ASPECT OF THESE TERMS OF USE OR THE WEBSITE, EVEN IF Green Cities HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY OR MISREPRESENTATION.

(c)        Exclusive Remedy.  IF FOR ANY REASON Green Cities IS FOUND LIABLE UNDER THESE TERMS OF USE, Green Cities’ TOTAL LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF: (i) THE FEES YOU HAVE PAID TO Green Cities IF ANY, IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE CAUSE OF ACTION GIVING RISE TO LIABILITY; OR (ii) $100 USD. YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH Green Cities UNDER THESE TERMS OF USE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM IS PERMANENTLY BARRED. THE DAMAGE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.         Termination or Cancellation.  As noted above, these Terms of Use are a legally binding agreement between you and Green Cities with respect to your use of the Website. Either we or you may terminate this agreement with or without cause or prior notice. You will still be liable for obligations incurred prior to termination, and if you use the Website after such termination, that use will constitute your new agreement to these Terms of Use. If applicable Laws require that we provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Website or by sending a communication to any address (email or otherwise) that we have for you in our records. Green Cities’ rights under these Terms of Use that by their terms, nature, sense or context are intended to survive the termination of these Terms of Use shall survive such termination. Without terminating your right to use the Website pursuant to these Terms of Use, we may suspend or block your access to the Website whenever it appears to us that you might be breaching or violating these Terms of Use or otherwise about to cause harm or damage to us or others.  No breach of these Terms of Use by Green Cities shall be deemed a material breach unless Green Cities is first given not less than fifteen (15) business days to cure the breach.

10.       Third Parties Websites and Materials.  The Website may contain links to third party websites, content and materials, and we may use third party products or services to provide the Website to you. The existence of any such links does not constitute an endorsement, sponsorship, or affiliation with any such linked websites, content or materials, and Green Cities is not responsible for the content, terms of use, or anything else related to such websites, content or materials. Green Cities expressly disclaims any and all liability for the use of any of such websites, content or materials, and you agree that you will not involve Green Cities in any dispute between you and the third party provider of such websites, content or materials. In addition, neither Green Cities, nor any of its affiliates, partners, directors, officers or employees will be liable or have any responsibility of any kind for any loss or damage you incur in the event of any failure or interruption of the Website resulting from the acts or omissions of any third party product or service used in the provision of the Website, or the data contained therein.

11.       No Commercial Use; Authorization.  You may use the Website for your internal, non-commercial use solely for lawful purposes in compliance with these Terms of Use. If you are using the Website on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf, and that such entity agrees to indemnify Green Cities pursuant to Section 8 above.

12.       Privacy Policy.  You agree that all personal information you provide in connection with your use of the Website is governed by our Privacy Policy, and you consent to all actions we take with respect to your personal information consistent with our Privacy Policy.

13.       Applicable Law and Exclusive Forum.  The Website is controlled by us from our offices within the United States and is intended for United States users only. If you choose to access the Website from locations outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. You may not use or export anything from the Website in violation of U.S. export laws and regulations or these Terms of Use. You agree that these Terms of Use, and all claims of every nature (including without limitation, contract, tort and strict liability) relating to any aspect of the Website, shall be governed by the laws of the State of Oregon, U.S.A., without regard to its conflicts of laws provisions and without regard to where performance is made. THESE TERMS OF USE WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. You agree that any disputes shall be heard exclusively in an appropriate forum located in Multnomah County, Oregon. You also consent to jurisdiction in a state or federal court sitting in Multnomah County, Oregon and waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by Oregon or U.S. federal law.

14.       Notices, Including Our Address for Legal Notices.

(a) We may give you notice by any lawful method, including (without limitation) legal notices and notices of subpoenas. We may provide the notices by posting them on the Website or by giving them by email or postal mail to any address that we have for you. You agree to update your address as appropriate and to check for notices posted on the Website.

(b) You agree to send us notice by mailing it to “Our Address for Legal Notices” which is 1477 NW Everett St, Portland OR 97209, or by emailing it to us at info@greencities.com.

15.       Amendments. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. We encourage you to check these Terms of Use often for updates.

16.      Agreement; Miscellaneous. These Terms of Use, which incorporate by reference any: (i) additional terms on the Website or otherwise provided by us for particular activities; and (ii) disclosures provided by us and consents provided by you on the Website, constitute the entire agreement between us and neither party has relied on any representations made by the other that are not expressly set forth in these Terms of Use. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid, then that part will be deemed superseded by an enforceable provision that most closely matches the intent of the original and honors the allocation of risks in these Terms of Use and the remainder of these Terms of Use will continue in effect. Our failure to act with respect to a breach does not waive our right to act as to subsequent or similar breaches. Time is of the essence in connection with your performance under these Terms of Use. Except as set forth in Sections 7 and 11 above, there are no third party beneficiaries of any part of these Terms of Use. These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with Green Cities’ prior written consent, which Green Cities may withhold for any reason or no reason. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

17.      No Class Actions.  Each party expressly waives their right to file a class action or seek relief on a class basis. YOU AND GREEN CITIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.       

18.       Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE, OR THE SUBJECT MATTER OF THESE TERMS OF USE.

19.      Further Information. If you would like to receive our legal name and address by email or request any additional information from Green Cities, please provide us your email address by sending your request, in writing, to Our Address for Legal Notices. If you have a complaint, you may contact us at the address(es) set forth in Section 20.

20.      Notice of Copyright Agent. Green Cities respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Website in a way constituting copyright infringement may provide a notice to the designated Copyright Agent for the Website containing the following: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) the address, telephone number, and, if available, an email address at which the complaining party may be contacted; (v) a representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Copyright infringement claims and notices (but not other notices) should be sent to the attention of our Copyright Agent, in the following manner:

by mail: The Green Cities Company, 1477 NW Everett Street, Portland, OR 97209

by email: info@greencities.com

Please use the same procedure for any claimed infringement of any trademark rights or infringements or misappropriations of other intellectual property or third-party rights.

21.       Notice About Trademarks.  THE GREEN CITIES COMPANY and any associated logos or designs are trademarks of The Green Cities Company. All other trademarks and logos on the Website and/or in the Green Cities Content are the property of their respective owners. All rights are reserved.