This web page is a legal document (“Agreement”) between you (“the USER”) and THE WILLIS ORGANIZATION, LLC. This Agreement states the terms and conditions under which you may use the My GO FOR THE GREEN web site. please read this agreement carefully before accessing and using the MY GO FOR THE GREEN web site. By using and accessing the MY GO FOR THE GREEN web site you indicate that you have read and understand this Agreement and agree to be bound by this agreement. if you do not accept this Agreement, do not access and use the MY GO FOR THE GREEN web site. T.W.O. may revise this agreement at any time without notice by updating this Agreement. You should visit this web page periodically to review the agreement.
MY GO FOR THE GREEN WEB SITE TERMS AND CONDITIONS
These Terms and Conditions (“Agreement”) are made as of the Effective Date by and between The Willis Organization, Inc. (“T.W.O.”), a Florida corporation with offices located at 5809 Rattlesnake Hammock Road, Suite 108, Naples, Florida 34113, and the User, as defined hereunder.
WHEREAS, T.W.O. has developed and owns that certain My Go for the Green Web Site (as defined hereinafter) for use and access by User via the Internet; and
WHEREAS, User desires to access and use the My Go for the Green Web Site in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, User and T.W.O. hereby agree as follows:
ARTICLE I: RECITALS AND DEFINITIONS
Section 1.01 — Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 — Definitions: The following definitions shall apply:
- Access: The term “access” and variants thereof (including, without limitation, “accessing” and “accessible”) shall mean to store data in, retrieve data from or otherwise approach, display, reproduce, frame, establish a Link to, or make use of (directly or indirectly) through electronic means or otherwise.
- Materials: The term “Materials” shall mean the My Go for the Green Web Site and Content.
- Paid Content: The term “Paid Content” shall mean those Materials created by T.W.O. and available through the My Go for the Green Web Site for a fee.
My Go for the Green: The term “My Go for the Green” shall mean that certain Web Site referred to as My Go for the Green, which is located on the Internet at mygoforthegreen.com, including any and all T.W.O. Technology used, incorporated, stored or accessible therein, as implemented on the My Go for the Green Web Site or made accessible to User through the Internet using the Password.
- Effective Date: The term “Effective Date” shall mean the date the Licensee receives the Password from T.W.O. or accesses the My Go for the Green Paid Content whichever occurs first.
- T.W.O. Marks: The term “T.W.O. Marks” shall mean trademarks, trade names, service marks and trade dress of T.W.O. and subsidiaries and affiliates of T.W.O., including, without limitation, My Go for the Green and its Go for the Green Sales Challenge product.
- T.W.O. Technology: The term “T.W.O. Technology” shall mean any and all Technology developed by or for T.W.O.
- Internet: The term “Internet” shall mean that certain global network of computers commonly referred to as the Internet, including (without limitation) the world wide web.
- Licensed Content: The term “Licensed Content” shall mean third party Technology incorporated in whole or part into the My Go for the Green Web Site.
- Link: The term “Link” shall mean text, icons, graphic symbols that upon selection or activation, link or associate to, execute, access or retrieve an off-screen Web Site or Technology.
- Password: The term “Password” shall mean that certain password and user name assigned by T.W.O. to Licensee for accessing My Go for the Green Paid Content as may be modified from time to time as provided hereunder.
- Policy Statement: The term “Policy Statement” shall mean those certain written statements of policies (in printed or electronic form) concerning access to the My Go for the Green Web Site as may be adopted by T.W.O. and as modified by T.W.O. from time-to-time.
(12) Restatements: The term “Restatements” shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act and 18 U.S.C. §1839.
(13) User: The term “User” shall mean the individual accessing the My Go for the Green Web Site and/or its Paid Content.
(14) Licensee: The term “Licensee” shall mean the individual or entity assigned the Password used to access the My Go for the Green Paid Content.
(15) Technology: The term “Technology” shall mean information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, Web Sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.
(15) Term: The term “Term” shall mean a period of time starting on the Effective Date and ending on the date T.W.O. cancels the Password as provided hereunder.
(16) Unauthorized Access: The term “Unauthorized Access” shall mean any access to the Materials and Services that require a Password except access by proper use of a valid Password by Licensee during the Term for the exclusive purpose of receiving Services or accessing, viewing, and retrieving Materials specifically identified by T.W.O. as available to Licensee via the Password in accordance with this Agreement.
(17) Unauthorized: The term “Unauthorized User” shall mean any individual who accesses areas of the My Go for the Green Web Site that require a Password except for Licensee when access by Licensee is via proper use during the Term of a valid Password for the exclusive purposes of accessing, viewing, browsing, and retrieving Materials specifically identified by T.W.O. as available to Licensee via the Password.
(18) Web Site: The term “Web Site” shall mean that certain multimedia interactive product which is a compilation of data, information, computer software, graphics, audiovisual, components and coding formatted for use on the world-wide-web of the Internet and commonly referred to as a web site.
ARTICLE II: SCOPE OF USE
Section 2.01 — Free Access: T.W.O. hereby grants Licensee a non-exclusive, non-transferable and revocable license to access and use the applicable Materials in accordance with this Agreement, solely for (1) viewing and browsing the web page screens in the My Go for the Green Web Site that are accessible without a Password; and (2) registering for the procurement of Products or Services. T.WO. may terminate this license for convenience at any time without notice. Except as permitted under this Section and Section 2.02, shall not access or use the Materials. Licensee shall abide by all applicable local, state, national, and foreign laws, treatises, and regulations in connection with the Materials and Services.
Section 2.02 — Fee Access: Upon payment of the applicable Fees (as determined in the exclusive discretion of T.W.O.) T.W.O. hereby grants User an individual, non-exclusive and non-transferable limited license to personally use the applicable Paid Content properly accessed via the My Go for the Green Web Site and a valid Password. Except as permitted under this Section and Section 2.01, Licensee shall not access or use the Materials.
Section 2.04 – Licenses: Any User license to Products or Services on the My Go for the Green Web Site shall be in accordance with this Agreement and a License Agreement.
Section 2.05 – Registration: User may be required to register for certain sections of the My Go for the GreenWeb Site. If registration is required, User shall provide accurate and complete registration information. User shall timely inform T.W.O. of any changes to such information. Each registration is for a single individual or entity only, unless specified otherwise on the registration page. Licensed User shall not permit any other individual to use the registered sections under Licensed User’s name.
Section 2.06 — Password: Licensee hereby accepts responsibility for, and shall be liable for, all access to My Go for the Green Paid Content in connection with the Password. Licensee shall be responsible for the confidentiality of the Password. Modification of the Password shall be subject to the approval of T.W.O.
Section 2.07 – Links: User hereby acknowledges that the My Go for the Green Web Site may contain Links to External Sites. Any such Links are provided solely as a convenience to User. T.W.O. does not control External Sites and is not responsible for their content. T.W.O.’s inclusion of Links to External Sites does not constitute an endorsement by T.W.O. of such External Sites, the third party content therein, or (unless expressly disclosed otherwise) any sponsorship, affiliation, or association with such External Site’s owner, operator, or sponsor. User may provide links only to the homepage of the T.W.O. Web Site provided User does not remove or obscure, by framing or otherwise, any portion of the homepage. User shall discontinue providing links to the My Go for the Green Web Site if requested by T.W.O. User shall not provide links to a section within the My Go for the Green Web Site without the prior written approval of T.W.O., which shall not be unreasonably withheld.
Section 2.08 — Unauthorized Access: Any Unauthorized Access to the Materials or Services is prohibited. Licensee shall prevent Unauthorized Users from accessing My Go for the Green Paid Content. Licensee shall prevent Unauthorized Access to My Go for the Green Paid Content.
Section 2.09 — Majority Age: User hereby represents and warrants that if User is a person that User is at least eighteen (18) years old. If User is an organization, User hereby represents and warrants that the authorized representative of User is at least eighteen (18) years old.
Section 2.10 – Costs: User shall be responsible for any fees or charges incurred to access the My Go for the Green Web Site including (without limitation) any services provided by an Internet access provider or other third party service and including all telephone charges.
Section 2.11 — Cancellation: T.W.O. may cancel the Password, for convenience and in the exclusive discretion of T.W.O., upon providing written notice of such cancellation to Licensee in accordance with Section 5.06 of this Agreement. Licensee may cancel the Password, for convenience and in the exclusive discretion of Licensee, upon providing written notice of such cancellation to T.W.O. in accordance with Section 5.07 of this Agreement. Upon cancellation of the Password, Licensee shall immediately cease and desist any and all access to and attempts to access My Go for the Green Paid Content.
ARTICLE III: INTELLECTUAL PROPERTY
Section 3.01 — Ownership and Title: Title to the Materials (excluding Licensed Content), including ownership rights to any and all patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of T.W.O.
Section 3.02 — Unauthorized Use: User shall not copy or download My Go for the Green Web Site content without the prior written consent of T.W.O. User shall not access, modify, reverse engineer, reproduce, display, perform or distribute, including (without limitation) by framing or similar means, My Go for the Green Web Site content without the prior written consent of T.W.O. User shall not (directly or indirectly) promote, advertise, market or provide any Web Site similar to or competitive with the My Go for the Green Web Site.
Section 3.03 — Trademarks: T.W.O. shall retain all rights, title and ownership interests in the T.W.O. Marks and goodwill associated therewith. User acknowledges that, excepting the Corporation Marks, all other product, service and company names mentioned in the My Go for the Green Web Site may be trademarks of their respective owners. Access to the My
Go for the Green Web Site does not constitute a right to copy or use any of the T.W.O. Marks or the trademarks or service marks of third parties.
Section 3.04 — Proprietary Information: User shall hold T.W.O. Technology in strict confidence and shall not access or disclose T.W.O. Technology except as otherwise permitted under this Agreement. User hereby acknowledges and agrees that the T.W.O. Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.
Section 3.05 — No Contest: User acknowledges that the Materials are protected under laws, including (without limitation) United States of America and international copyright laws and treaties. User shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of T.W.O. in connection with My Go for the Green.
Section 3.06 — User Submissions: Any information (except the Password and ordering information) uploaded, posted or submitted by User on the My Go for the Green Web Site or provided through communications with representatives of T.W.O. shall be deemed non-confidential. User also represents and warrants that all information provided by User in connection with the My Go for the Green Web Site and this Agreement is true, complete and accurate.
ARTICLE IV: WARRANTY AND INDEMNIFICATION
Section 4.01 — Express Warranties: User hereby acknowledges and agrees that T.W.O. (including officers, employees, agents, directors and independent contractors of T.W.O.) has not made or granted to User any express warranties concerning the My Go for the Green Web Site or any products and services offered through the My Go for the Green Web Site. User hereby acknowledges that the My Go for the Green Web Site does not constitute grant of an express warranty concerning any products and services offered through the My Go for the Green Web Site and User hereby waives any and all claims of warranty based on the My Go for the GreenWeb Site.
SECTION 4.02 — WARRANTY LIMITATION: THE MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. T.W.O., TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND USER HEREBY WAIVES ALL WARRANTIES BY T.W.O., EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE MY GO FOR THE GREEN WEB SITE AND PRODUCTS AND SERVICES OFFERED THROUGH THE MY GO FOR THE GREEN WEB SITE. T.W.O. DOES NOT WARRANT AND USER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE MY GO FOR THE GREEN WEB SITE BY USER WILL BE UNINTERRUPTED OR ERROR FREE. T.W.O. DOES NOT MAKE ANY WARRANTY AND USER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE MY GO FOR THE GREEN WEB SITE OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE MY GO FOR THE GREEN WEB SITE. USER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND MY GO FOR THE GREEN WEB SITE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF USER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE MY GO FOR THE GREEN WEB SITE.
Section 4.03 — Inaccuracies: User hereby acknowledges that the My Go for the Green Web Site may contain errors, inaccuracies and omissions. User shall assume any and all risk of loss, harm or damage associated with User access to and use of the My Go for the Green Web Site.
Section 4.04 — Limitation of Liability: T.W.O. shall not be liable for any lost profits or consequential, exemplary, incidental or punitive damages (including, without limitation, in connection with (1) use, performance or operation of the MY GO FOR THE GREEN WEB SITE; (2) use, performance or operation of the Internet or use of the Internet by USER; (3) loss of data; AND (4) PRODUCTS AND SERVICES OFFERED THROUGH THE MY GO FOR THE GREEN WEB SITE, regardless of the form of action, whether in contract or in tort, including negligence, AND regardless of whether T.W.O. has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.
Section 4.05 — Limitation of Damages: the sole remedy of USER for any reason and for any cause of action whatsoever in connection with this agreement, the MY GO FOR THE GREEN WEB SITE, and products and services offered through the MY GO FOR THE GREEN WEB SITE, regardless of the form of action, whether in contract or in tort, including negligence, shall be modification of the MY GO FOR THE GREEN WEB SITE, as determined by T.W.O.
Section 4.06 — Indemnification: User shall release, defend, indemnify and hold harmless T.W.O. (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (1) use by User of the Internet, My Go for the Green or products or services offered through the My Go for the Green Web Site (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (2) performance of the My Go for the Green Web Site; (3) User’s negligence or any tortious acts (or failures to act) of User; (4) products or services offered through the My Go for the Green Web Site; and (5) any breach by User of the obligations of User under this Agreement.
Section 4.07 — Export Assurance: User shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.
Section 4.08 – Security: T.W.O. shall use PayPal, a reliable and guaranteed secure e-commerce platform, to process all payments and to secure Licensee’s ordering information and Password.
Section 4.09 – Material Changes: T.W.O. may modify the Materials in its sole discretion at any time.
ARTICLE V: MISCELLANEOUS
Section 5.02 — Amendments and Modifications: Excepting modifications made to the Policy Statement by T.W.O. and modifications made to this Agreement by T.W.O., any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of T.W.O. T.W.O. may modify the terms of this Agreement in its sole discretion at any time. Modifications will be effective immediately and will be available on the T.W.O. Web Site. User accepts any such modifications to this Agreement by continued use of the Content after such modifications are made.
Section 5.03 — Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Section 5.04 — Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
Section 5.05 — Governing Law: This Agreement shall be governed by the laws of the State of Florida, without regard to any rules of conflict or choice of laws which may require the application of laws of another state, and venue shall be Collier County, Naples, Florida.
Section 5.06 — User Notice: All notices to User shall be in writing. Notices to User shall be deemed delivered when posted conspicuously on the My Go for the Green Web Site or when delivered to User electronically, by commercial overnight delivery service, by Certified or Registered Mail – Return Receipt Requested – or by hand. Notices to User shall be deemed given when dispatched. Notices posted conspicuously on the My Go for the Green Web Site or delivered to User electronically (including, without limitation, electronic mail) shall be deemed written notices.
Section 5.07 — T.W.O. Notice: All notices to T.W.O. shall be in writing.
Notices to T.W.O. shall be deemed delivered when delivered Email – Read Receipt
Requested – to the email address set
forth below for T.W.O. Notices to T.W.O.
shall be deemed given on the date notice is received by T.W.O. (as evidenced by
T.W.O. Email Address: [email protected]
Section 5.08 — Remedies: All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to T.W.O. In addition to remedies at law and other rights which may be available, T.W.O. shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by User.
Section 5.09 — Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
Section 5.10 — Survival: The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V of this Agreement shall survive cancellation of the Password.
Section 5.11 — Public Announcements: All public announcements concerning the My Go for the Green Web Site or the relationship of User and T.W.O. shall be subject to the prior written approval of T.W.O.
Section 5.13 — Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association in Naples, Florida. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration Rules of the American Arbitration Association.
Section 5.14 — Litigation Expense: In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).