Introduction

Welcome to the ICLEI USA Commons online platform (the “Platform”) provided by ICLEI – Local Governments for Sustainability U.S.A., Inc. (“ICLEI USA,” “we” or “us”). The Platform consists of documents, videos, forums, other resources, and user comments (“Content”) created by us or posted by our users. By accessing or using any portion of the Platform in any manner, you, on behalf of yourself and your organization, if applicable (“you”), are agreeing to be bound by these Terms of Use, and you. If you do not agree to these Terms of Use, you may not use the Platform. Please read these Terms of Use carefully before accessing or using the Platform.

These Terms of Use may be modified by ICLEI USA from time to time. We may do so at any time by posting the revised version on the Platform online platform, which you agree will constitute sufficient notice to you of the modifications. However, to the extent that we are legally required to provide more prominent notice via email or otherwise, we will provide notice in the applicable manner required by law.

Platform and Content– Generally

The Platform and Content are to be used only for your organization’s internal use, and may not be sublicensed, shared or otherwise used in a commercial manner. If you have received a password to the Platform from ICLEI USA, that password is solely for your own use, and you may not share it with any other parties within or outside of your organization. Anyone else in need of a password should contact ICLEI USA directly. The Platform is hosted using a third party platform provided by Thinkific Labs, Inc. (“Thinkific”). In the ordinary course of the Thinkific platform, the software may temporarily store on our or third party servers and locally cache data you enter (including copies of the resulting documents generated), some of which may be located outside of the USA.

If you provide any personal data to us in connection with your use of the Platform, we may use that data in connection with our operation of the Platform, including to keep you logged in, to track your usage of the Platform, to communicate with you about the Platform, and for other reasonable purposes in connection with our organization. In addition, Thinkific may use certain data in accordance with its Privacy Policy.

Third Party Links

Our Platform may include links to or Content offered by third-parties. Third-party links on this Platform may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you transact. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Posting Comments or Content on Platform

Certain users may be allowed to interact with other users on the Platform, including the ability to post comments or other Content on the Platform from time to time. By uploading any Content to the Platform, you confirm and acknowledge:

You have full legal authority to share the uploaded Content with other users of the Platform.
Your sharing of the uploaded Content does not violate any right of privacy of any individual or infringe upon any copyright, trademark, patent, trade secret, right of publicity, or other intellectual property right or proprietary right of any person.
Uploading the Content to the Platform will not violate any obligations of confidentiality to which you have agreed in any contract or otherwise. You are fully responsible for redacting any Content that: (i) is considered confidential or proprietary, covered by a non-disclosure agreement or other confidentiality obligation, or covered by the attorney-client or any other privilege; or (ii) contains any personal information or any data linkable to an identifiable person (including without limitation contract signatures), or financial information (including banking or other payment-related information).
By uploading Content to the Platform, you grant the following licenses, which you represent and warrant that you have the right to grant:
1. To ICLEI USA: You grant to ICLEI USA a fully paid, royalty-free, sublicensable, worldwide right and license to include the Content within the Platform, and to access, use, copy, store, modify, display, download, print, and create derivative works of Content that you upload to the Platform for its business purposes. If you decide that you no longer wish to have your Content included within the Platform, you must inform ICLEI USA via email to [email protected]. ICLEI USA will remove the applicable Content from within the Platform in its discretion or as may be required by applicable law. You understand that removing your Content from the Platform will not revoke any license granted to other Platform users who have already downloaded the Content, and they may continue to exercise the license granted to them in the Content for the Purpose.
2. To other Platform users: You grant to other Platform users an irrevocable, nontransferable, nonsublicensable, fully paid, royalty-free, and worldwide right and license to access, use, copy, store, modify, display, download, print, and create derivative works of Content that you upload to the Platform for non-commercial use solely within their own organization.
3. To Thinkific: You grant to Thinkific, an irrevocable, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to access, use, copy, store, modify, and display Content that you upload to the Platform solely: (i) to provide, maintain, improve, or optimize use of our Platform; (ii) to perform such other actions as authorized by you in connection with your use of our Platform; (iii) where necessary to ensure the stability and security of the Platform and our or Thinkific’s systems; and (iv) for any other purpose consistent with Thinkific’s terms and policies.

Downloading Content from Platform

By accessing, downloading, or otherwise using Content from the Platform, you confirm and acknowledge:

Most Content has been provided by ICLEI USA, but users of the Platform may have the ability to post comments or other Content from time to time. We make no representations or warranties regarding accuracy, completeness, or suitability of the Content for any particular purpose, and we do not assume any responsibility or liability for the Content.
The Content is provided for general informational purposes and is not a substitute for expert legal, tax, or other professional advice tailored to your specific circumstances. Our making the Content available to you does not create any attorney-client privilege or other relationship or responsibility between you and ICLEI USA (or any user of the Platform that uploaded the Content) and does not constitute the provision of legal advice, tax advice, or other professional advice by ICLEI USA (or the user that uploaded the Content). You should seek advice from an attorney licensed in the relevant jurisdiction(s) before relying on the Content.
You have a limited license to use the Content as provided herein and will not access, download, or otherwise use the Content for any other purpose.
By relying on the Content in the Platform, you assume all risk and liability that may result. You hereby release ICLEI USA, its related entities, Thinkific, the uploaders of the Content, and each of their employees, officers, directors, attorneys, consultants, and agents (collectively the “ICLEI USA Parties”) from any and all liabilities, claims or damages related to your use of or reliance on the Content or your access to and use of the Platform.

Account Creation/Registration

If you have received login credentials for the Platform by ICLEI USA, you will be able to log in to the Platform using those credentials. If you have not received credentials, you may create a username and password on the Platform or by using the link provided by ICLEI USA. Once you have created your username and password, they will be approved by ICLEI USA within 48 business hours. We reserve the right to require users of the Platform to click to accept these Terms of Use, any modifications to these Terms of Use, or additional terms required by ICLEI USA, at any time upon logging in to the Platform or before accessing certain features of the Platform. Any additional terms are incorporated into these Terms of Use.

If you wish to create an account for use of the Platform, you agree to provide accurate, current, and complete personal data and information about yourself and your organization as required by the applicable registration form, and further agree that you will update such data to keep it accurate, current and complete. ICLEI USA reserves the right to suspend or terminate your account if it discovers or has a reasonable basis to believe that any of the data you have provided is inaccurate, incomplete or untrue. If you obtain a username and password from your registration, you may not share your username and password with any other person or authorize any other person to use your username and password. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to notify us immediately via email to [email protected] of any known or suspected unauthorized use of your username and password or any other breach of security. ICLEI USA cannot and will not be liable for any loss or damage arising from your failure to protect the confidentiality of your username and password.

Prohibited Uses

You are responsible for your conduct and activity when using our Platform. You must ensure that you do not, either directly or indirectly:

use the Platform for or in connection with any illegal or unauthorized purpose or in a manner that: (a) infringes, violates or misappropriates any rights of any person, including intellectual property, confidentiality or privacy rights, (b) is harmful, fraudulent, deceptive, misleading, threatening, harassing, defamatory, offensive, biased, obscene, vulgar, indecent, menacing, tortious or otherwise objectionable as determined by us in our sole discretion, (c) attempts, in any manner, to obtain the password, account, or other security information from any other user, (d) violates the security of any computer network, or crack any passwords or security encryption codes, (e) submit false or misleading information or (e) violates any applicable laws, rules or regulations (including but not limited to copyright, data protection and privacy laws);
reverse engineer, decompile, disassemble, decrypt or otherwise attempt to discover the code or underlying structure, ideas, know-how or algorithms relevant to the Platform or underlying technology, or access the Platform, or write or develop any program based on the Platform or any portion thereof, in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Platform;
circumvent or attempt to circumvent any limitations imposed on your account including any license, timing or use restrictions that are built into the Platform;
lend, sell, resell, lease, sublicense, transfer, assign, distribute, grant a security interest in, or otherwise use the Services for the benefit of a third party, unless we have given you prior written authorization;
modify, translate, or create derivative works based on the Platform or any software, hardware, documentation or data related to the Services, in whole or part, or reproduce, duplicate, copy, or exploit any portion of the Platform in whole or in part except to the extent expressly permitted in writing by ICLEI USA;
upload, transmit, disseminate or use the Platform to send or store malicious code, including any worms, viruses, Trojan horses, or any other software or code of a destructive nature;
use the Platform to collect or store any sensitive information (“Sensitive Information”) including, but not limited to, personal health information, banking and credit card information, and if you do use the Platform to collect, store or otherwise process any Sensitive Information you do so at your own risk, and you are responsible for ensuring compliance with all applicable laws;
permit the Platform to be used by anyone other than yourself;
use the bandwidth and storage resources provided by us in an unreasonable and disproportionate manner. We monitor usage to ensure fair distribution of resources among all of our users. In the event that your bandwidth or storage usage exceeds what we view in our sole discretion is reasonable and proportionate, we reserve the right to take appropriate measures, including but not limited to implementing bandwidth throttling, imposing storage limits, suspending or terminating your access to the Platform, in whole or in part, without liability;
circumvent or otherwise interfere with any authentication or security measures of the Platform, or otherwise interfere with or disrupt the integrity or performance of the Platform, including doing anything to, or using the Platform in a way that may, cause the Platform to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Platform is in any way impaired, including overloading, flooding, spamming, mailbombing or crashing; and
use any robot, spider, device, technology or process to monitor or copy any Content or data within the Platform.

Notice of Claimed Copyright Infringement

In the event that you find Content posted on this Platform which you believe to be an infringement of the copyright ownership or other intellectual property rights of you or any third party, you are requested to immediately contact our Copyright Agent as described below. To report any alleged infringement, please contact us in writing by providing a signed statement containing the following information pursuant to the Digital Millennium Copyright Act (“DMCA”):

your name, address, telephone number, and email address, and if you are acting on behalf of the owner of the intellectual property, the name of the owner;
a statement, made under penalty of perjury, that you are the owner of the copyright or are authorized to act on behalf of the owner;
a detailed description of the copyrighted work or other intellectual property that you claim has been infringed;
if your claim is based on a registered work, the registration number, and the date of issuance of the registration;
a description of the infringing material and the URL where such material is located on the Platform, or a description of where on the Platform you found such material;
your written statement that you believe, in good faith, that the use of the work on the Platform has not been authorized by the true owner of the work, its agent, or as a matter of law; and
a statement that all of the information you have provided is true.

Please send your notice of alleged infringement to our copyright agent by email to [email protected] or by mail at: Copyright Agent, ICLEI USA 536 Wynkoop St. Suite 901. Denver, Colorado USA 80202. In accordance with the DMCA, it is our policy to terminate use of the Platform by repeat infringers in appropriate circumstances.

Indemnification

To the fullest extent permitted by applicable law, you hereby agree to indemnify, defend, and hold harmless the ICLEI USA Parties from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of or relating to (a) any Content you have submitted or posted to the Platform, (b) your use of the Content or Platform in any manner other than as expressly permitted by these Terms of Use, and (c) any actions you have taken or refrained from taking due in whole or part to your use of the Platform or Content you have viewed on the Platform, including without limitation your actual or alleged violation of these Terms of Use.

Disclaimer of all Warranties

This platform and its contents are provided “as is,” without representations or warranties of any kind. Your use of the platform or reliance on any content available in this platform is at your own risk. To the fullest extent allowed by applicable law, Iclei USA disclaims all warranties, express or implied, including, but not limited to, implied warranties of title, non-infringement, merchantability, satisfactory quality, fitness for a particular purpose, and uninterrupted or error free operation, with regard to this platform and all content featured on or through this platform. Without limiting the foregoing, ICLEI USA specifically disclaims any warranties, express or implied, that: (1) the information on this platform is accurate, complete or up-to-date; (2) the platform is free from viruses or other harmful components; (3) the functions on this platform will be uninterrupted or error-free; and (4) defects will be corrected. The ICLEI USA parties are not responsible for the timeliness of delivery, any failures of delivery, or erroneous deletion or failure to store any of your personal settings.

Limitation of Liability

TO THE EXTENT PERMITTED BY THE LAW IN THE APPLICABLE JURISDICTION, UNDER NO CIRCUMSTANCES SHALL ANY OF THE ICLEI USA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OR LOSSES ARISING FROM OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIS PLATFORM OR ITS CONTENT, OR ANY ACTION YOU MAY CHOOSE TO TAKE OR TO REFRAIN FROM TAKING AS A RESULT OF YOUR USE OF THIS PLATFORM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES AND LOSSES OF ANY KIND (DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHERWISE), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANOTHER LEGAL THEORY, EVEN IF THE APPLICABLE ICLEI USA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF ANY OF THE ICLEI USA PARTIES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THIS PLATFORM EXCEED $10.

Modification and Discontinuation of Platform

WE MAY CHANGE, SUSPEND, OR DISCONTINUE THIS PLATFORM, OR ANY CONTENT OR FEATURE ON IT, AT ANY TIME WITH OR WITHOUT NOTICE. THE ICLEI USA PARTIES WILL HAVE NO LIABILITY TO YOU IF ANY CONTENT YOU POSTED TO THE PLATFORM, OR ANY CONTENT YOU INTENDED TO DOWNLOAD FROM THE PLATFORM, IS REMOVED WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE AND ACCEPT THAT WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PLATFORM, THAT OPERATION OF THE PLATFORM WILL NOT BE UNINTERRUPTED OR ERROR FREE, AND THAT USAGE OF THE PLATFORM MAY BE INTERFERED WITH OR ADVERSELY AFFECTED BY NUMEROUS FACTORS OR CIRCUMSTANCES OUTSIDE OF OUR CONTROL.

Termination of Access

We reserve the right to terminate your access to or use of the Platform at any time without notice, if we have reason to believe that you have violated any requirements of these Terms of Use, or for any other reason in our sole discretion. We will not incur any liability associated with such termination.

Miscellaneous Terms

These Terms of Use shall be governed under the laws of the State of Colorado without regard to its conflicts of law provisions. All actions or proceedings arising out of or relating to these Terms of Use shall be venued exclusively in state or federal court in Colorado. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes.

Any failure by ICLEI USA to exercise its rights under these Terms of Use or to enforce the terms hereof shall not constitute a waiver of those rights. If any term of these Terms of Use is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the court in any event should try to give effect to the parties’ intentions as reflected in the provision, and that all of the other provisions of these Terms of Use shall remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Platform or relating to these Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred.

Questions, Assistance, and Information

We ask you to address personal customer service and support questions, or any complaints about Content, to Ryan Silber, [email protected]. If you have questions about these Terms of Use or any other matter related to this Platform, please contact us at [email protected].