Last Updated: Sep. 15, 2010

This Agreement (“Agreement”) is by and between the Greenhouse Gas Management Institute (the Institute), a US-based registered 501(c)(3) non-profit, and You, Your heirs, agents, successors and assigns (“You”), and is made effective as of the date of grant of access to the membership program. This Agreement sets forth the terms and conditions of Your use of the Institute member software (“Software”) and services (“Services”) and explains the Institute’s obligations to You and Your obligations to the Institute in relation to the Software and Services You purchase.

This Agreement as well as any additional Institute policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and the Institute concerning Your use of the Institute’s Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Institute policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference. By registering for the Institute’s Software or Services, which includes a membership website and all associated services provided within this membership account, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which the Institute may establish from time to time, and any agreements that the Institute is currently bound by or will be bound by in the future. You may view the latest version of this Agreement online at http://www.ghginstitute.org/ghgmi/membership-agreement/.

In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You’ve established with the Institute, whether or not the transactions were in Your behalf.

General Terms

1. Term of Agreement / Modifications

You agree that the Institute may modify this Agreement and the Services from time to time. You agree to be bound by any changes the Institute may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from the Institute, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, the Institute will not refund any amounts You have paid. You agree that the Institute shall not be bound by any representations made by third parties who You may use to purchase Services from the Institute, and that any statement of a general nature, which may be posted on the Institute’s website or contained in the Institute’s promotional materials, will not bind the Institute. The Institute may, at times, offer certain promotions with different charges and features.

The Agreement is for an annual membership to an online membership site. In the event that You wish to terminate the Agreement, simply do not renew the annual membership. You may also terminate the Agreement at any time. In the event of termination, access to the membership site may be revoked. There will be no refund for any partial portion of an annual membership subscription.

2. Accurate Information

You agree to maintain accurate information by providing updates to the Institute, as needed, while You are using the Institute’s Services. You agree You will notify the Institute within twenty (20) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within twenty (20) business days to any inquiries made by the Institute to determine the validity of information provided by You will constitute a material breach of this Agreement.

You agree that the Institute may use any such information provided by You for all purposes in connection with Your Services, subject to the Institute Privacy Policy. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if the Institute has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, the Institute has the absolute right, in its sole discretion, to terminate its Services and close Your account.

3. Privacy

The Institute’s Privacy Policy at http://www.ghginstitute.org/online-resources/privacy-policy/, is incorporated herein by reference, as it is applicable to all Institute Software and Services. The Privacy Policy provides Your rights and the Institute’s responsibilities with regard to Your personal information. The Institute will not use Your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy. In addition, You agree to the terms of the Privacy Policy as they relate to the information you are provided as part of the Software and Service.

4. Account Security

You agree You are entirely responsible for maintaining the confidentiality of Your customer login information, including email address, password, and credit card number (collectively, the “Account Access Information”). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify the Institute immediately of any unauthorized use of Your account or any other breach of security. You agree the Institute will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by the Institute or another party due to someone else using Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. The Institute specifically disclaims liability for any activity in Your account, whether authorized by You or not.

5. No Unlawful Conduct or Improper Use

As a condition of Your use of the Institute’s Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state/provincial, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to the Institute if, for any reason, the Institute takes corrective action with respect to Your improper or illegal use of its Services.

The Institute reserves the right at all times to disclose any information as the Institute deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Institute’s sole discretion.

If You have purchased Services, the Institute has no obligation to monitor Your use of the Services. the Institute reserves the right to review Your use of the Services and to cancel the Services in its sole discretion at any time.

You agree You will not be entitled to a refund of any fees paid to the Institute if, for any reason, the Institute takes corrective action with respect to Your improper or illegal use of its Services.

6. No SPAM / Liquidated Damages

You agree the Institute may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if the Institute sustains damages as a result of Your actions You agree to pay the Institute’s actual damages. You acknowledge You have read and understand and agree to be bound by the terms and conditions of the Institute’s Anti-spam Policy. Such terms and conditions are applicable to the use of all the Institute’s Software and Services and are incorporated herein.

7. Intellectual Property

You agree that the Institute or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.

You understand and agree that all content and materials contained in this Agreement, other policies, the Institute’s Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that the Institute or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of the Institute or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.

8. Use of Institute Software

The Institute grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary.

You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.

The Institute reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of the Institute. The source code and its organization are the exclusive property of the Institute and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by the Institute.

The Institute provides this Software “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.

9. Use of Premium Member Stamp

For Premium Members only, permission is granted to use the Greenhouse Gas Management Institute Premium Member Stamp (graphic). The Premium Member agrees to use the stamp as an indication that they are a current paid-up Premium Member of the Greenhouse Gas Management Institute. The stamp is non-transferable, meaning the stamp can only be associated to the individual (not the organization without identification of the individual nor a different individual in an organization). The GHGMI Premium Member Stamp is and remains the property of the Greenhouse Gas Management Institute. At any time the Greenhouse Gas Management Institute has the right to revoke the privileges of any Premium Member if in the opinion of the Institute the Premium Member is not using the stamp in a manner that respects the Institute or other members of the Institute.

To request the camera-ready graphic, Premium Members are requested to send an e-mail to the membership coordinator: info@ghginstitute.org using their Premium Member registered e-mail address.

10. Fees and Payment

As consideration for the Software or Services purchased by You and provided to You by the Institute, You agree to pay the Institute a yearly subscription fee subject to special offers that the Institute may, from time to time, offer. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. The Institute expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by You by providing either a valid credit card or Paypal account (collectively, the “Payment Method”).

Your annual subscription period will be from the date that your account is set up, or in the case of a renewal from your previous membership expiration date. In the event that You have selected the recurring billing payment option, billing is permanently setup / subscription-based and as such Your account will be credited from your Payment Method on the annual billing date as described previously until you explicitly cancel the Service.

If for any reason the Institute is unable to charge Your Payment Method, your subscription will not be started or will be cancelled on the expiration date if for a renewal. If You pay by credit card and if for any reason the Institute is unable to charge Your credit card with the full amount of the Services provided, or if the Institute is charged back for any fee it previously charged to the credit card You provided, You agree that the Institute may pursue all available remedies in order to obtain payment. You agree that among the remedies the Institute may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of your Service. The Institute reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, including PayPal, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You.

You agree that You are solely liable for arranging that Your Services are renewed, and that the Institute shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services.

All purchases are processed in US dollars.

Pay by Authorize.NET, Paypal, or Google Checkout

By using the Institute’s Authorize.NET payment system (credit card), pay by PayPal, Inc. (“PayPal”) option (“Pay by PayPal”), or Google Checkout services You can purchase the Institute’s Software and Services. In consideration for the Software and Services purchased by You and provided to You by the Institute, You agree to allow the appropriate Payment Provider to debit the full amount of this transaction from Your account, which is non-refundable.

It is Your responsibility to keep Your Account current with the respective Payment Provider, and to have available funds in it. You agree that neither the Payment Provider or the Institute will be responsible for payments that fail to go through as a result of Your Funding Source no longer existing, or holding insufficient funds, or for a lack of credit limit, etc. If for any reason the Payment Provider is unable to withdraw the full amount owed for the Services provided, You agree that the Payment Provider and the Institute may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of USD 25.00 or the maximum amount allowed by law, which may be debited from Your Account or charged by your Payment Provider.

By checking out of the system, with the intent of processing your payment, you agree to the terms of service of your Payment Provider, authorizing the information provided to be used for the payment of the Institute’s Software and Services in the full amount of Your order.

11. Representations and Warranties

You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s trademark or trade name.

The Institute expressly reserves the right to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of the Institute, as well as its affiliates, subsidiaries, officers, directors and employees. The Institute also reserves the right to freeze an account during resolution of a dispute.

12. Limitation of Liability

IN NO EVENT SHALL THE INSTTITUTE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF THE INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states or provinces may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states or provinces, the Institute’s liability is limited to the full extent permitted by law. You agree that in no event shall the Institute’s maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from the Institute.

13. Disclaimer of Warranties

The Institute expressly disclaims 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. Services are provided on an “As Is” and “As Available” basis. The Institute makes no warranty that its services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. The Institute does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.

Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to You.

14. Indemnification

You agree to defend, indemnify and hold harmless the Institute and its contractors, agents, employees, officers, directors, and affiliates from any loss, liability, damages or expense, including reasonable attorneys’ fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with the Institute whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from the Institute or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold the Institute harmless from any loss, liability, damages or expense, including reasonable attorneys’ fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person’s copyright, trademark or proprietary or intellectual property right, or misappropriates a third person’s trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should the Institute be notified of a pending law suit, or receive notice of the filing of a law suit, the Institute may seek a written confirmation from You concerning Your obligation to indemnify the Institute. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that the Institute shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify the Institute of any such claim promptly in writing and to allow the Institute to control the proceedings. You agree to cooperate fully with the Institute during such proceedings.

You agree You will not be entitled to a refund of any fees paid to the Institute if, for any reason, the Institute takes corrective action with respect to Your improper or illegal use of its services. You also agree that if the Institute is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding an account of Yours with the Institute, that the Institute, in its sole discretion, may take whatever action the Institute deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

15. Governing Law, Venue / Waiver of Trial by Jury

This agreement shall be deemed entered into in the state of Maryland, USA. You agree that the laws and judicial decisions of the state of Maryland, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts in the state of Maryland, USA.

You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

16. Notices

You agree that all notices (except for notices concerning breach of this Agreement) from the Institute to You may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address You have on file with the Institute. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

Notices from You to the Institute shall be made either by email, sent to the address provided on the the Institute Web site, or first class mail to the Institute’s address at:

Greenhouse Gas Management Institute, Attn: Legal Counsel, 8513 Milford Avenue, Silver Spring, Maryland, USA 20910.

17. Headings

The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.

18. Entire Agreement

You agree that this Agreement including the policies and agreements it refers to constitute the complete and only Agreement between You and the Institute regarding the Services contemplated herein.

19. Severability

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

20. Waiver

The failure of the Institute to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of the Institute thereafter to enforce such provisions.

21. Force Majeure

the Institute will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold the Institute liable for any of the consequences of such interruptions.

22. Survival

Sections 1, 7, 10, and 12 through 22 (inclusive) shall survive any termination or cancellation of this Agreement.

23. No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations,\ or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.