Registry of Climate Adaptation and Resilience Professionals Terms & Conditions

Agreement

These terms and conditions create a binding agreement between the Climate Smart Communities Initiative (CSCI) Partners and the Organization when an application is submitted for inclusion in the Registry of Climate Adaptation and Resilience Professionals.

Definitions

As used in this Registry of Climate Adaptation and Resilience Professionals Terms and Conditions, the capitalized terms appearing below have the following meanings:

“CSCI Partners” means the Climate Smart Communities Initiative project partners who are the Climate Resilience Fund, EcoAdapt, Fernleaf, ICF, Geos Institute and Natural Resources Defense Council (NRDC).

“Adaptation Registry Products” means on-line components, associated web pages, print materials and other products of the CSCI Partners including but not limited to the Registry of Climate Adaptation and Resilience Professionals and Climate Smart Communities Initiative.
“Organization” means the organization whose name appears on the line marked “Organization name” on the registry application form.
“Organization Marks” means Organization’s name, logo, and other marks Organization makes available to the CSCI Partners under the limited license granted by these terms and conditions.

Limited License and Publicity Release to CSCI Partners

Organization grants CSCI Partners a limited, revocable, non-exclusive license to use and authorize its agents to use the Organization’s Marks, subject to the reasonable formatting requirements of Organization, in order for CSCI Partners to list Organization in the Climate Smart Community Initiative’s Adaptation Registry Products. Organization grants CSCI Partners an irrevocable right to make and use, and authorize its agents to make and use information provided through the application form and other communications. Organization represents and warrants that it has the full right and authority to grant the rights herein; that it has not previously in any manner disposed of any of the rights herein granted to CSCI Partners nor previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to CSCI Partners; and that the Organization Marks and information provided through the application form and subsequent communications do not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party, nor will same constitute a libel or defamation of any third party. CSCI Partners reserve the right to remove Organization listing from the Registry of Climate Adaptation and Resilience Professionals and other products at any time and at its sole discretion.

Compliance with Laws

Organization represents and warrants that it will comply with all applicable laws and regulations in connection with its performance under these Terms and Conditions.

Liability and Indemnification

Organization shall at all times defend, indemnify, and hold harmless CSCI Partners and their respective directors, officers, agents, employees and volunteers, from all claims, demands, action, loss, cost, or liability of every kind (including reasonable legal fees and expenses) arising from, in connection with, or by reason of Organization’s participation in the Registry of Climate Adaptation and Resilience Professionals, including, but not limited to, any costs incurred as the result of alleged violations of these terms and conditions, state or federal law, and/or copyright infringements.

Disclaimer of Warranties

Organization acknowledges that CSCI Partners have not made any warranties under these Terms and Conditions or otherwise, and Organization hereby disclaims all warranties or representations, express or implied by the CSCI Partners with regard to the Registry of Climate Adaptation and Resilience Professionals and Adaptation Registry Products, including without limitation any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose or use and any warranties arising from course of dealing, usage or trade practice. All use of the Registry of Climate Adaptation and Resilience Professionals and Adaptation Registry Products is at the Organization’s own risk. The Registry of Climate Adaptation and Resilience Professionals and Adaptation Registry Products are available on an “as is” and “as available” basis except as expressly provided herein.

Data Retention, Sharing and Disclosure

Data are retained indefinitely. However, CSCI Partners will always respect Organization’s request(s) that CSCI Partners delete Organization’s Personal Data, subject to the limitations described in this Notice. CSCI Partners may use third party vendors to perform certain services, such as web hosting providers. CSCI Partners may share Organization Personal Data with these third-party vendors solely to enable them to perform the services for CSCI Partners. In providing such Personal Data, CSCI Partners require that those third-party vendors maintain at least the same level of security that is maintained for such Personal Data by CSCI Partners. CSCI Partners will not sell Organization Personal Data to third parties.

CSCI Partners may disclose Organization Personal Data:

To the extent required by law or if CSCI Partners have a good-faith belief that such disclosure is necessary in order to comply with official investigations or legal proceedings initiated by governmental and/or law enforcement officials, or private parties, including but not limited to: in response to subpoenas, search warrants, or court orders;
If CSCI Partners sell or transfer all or a portion of their business interests, assets, or both, or in connection with a corporate merger, consolidation, restructuring, or other company change; and
To CSCI Partners’ subsidiaries or affiliates only if necessary for business and operational purposes.

Dispute Resolution

By participating in the Registry of Climate Adaptation and Resilience Professionals, Organization unconditionally agrees that any dispute or claim arising out of these Terms, any resulting or related transaction, the relationship of the parties shall be decided by neutral, exclusive and binding arbitration in Kitsap County, Washington, USA, or other mutually agreed upon venue. Provided, however, that nothing herein shall require arbitration of any claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement.

The arbitration shall be administered by the American Arbitration Association (“AAA”) under its rules. Any arbitration proceeding brought under this Agreement shall be conducted before one arbitrator. The arbitrator shall be selected in accordance with the AAA Rules. Each party to any dispute shall pay its own expenses and fees, including attorneys’ fees. Subject to whatever limitations, if any, exist in the applicable law on such remedies the arbitrator will be empowered to award either party any remedy at law or in equity that the party would otherwise have been entitled to had the matter been litigated in court, including injunctive relief, costs and attorney fees; provided, however, that the arbitrator is not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages to the greatest extent permitted by law. The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law.

Either party may appear telephonically at the arbitration hearing. The award of the arbitrator may be enforced in any court of competent jurisdiction located in the State of Washington, USA. In the event that the arbitration clause is deemed void or inapplicable, each party expressly consents to and submits to the personal jurisdiction of the federal or state court(s) of Kitsap County, Washington, USA. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR ECOADAPT WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Waiver and Severability

No waiver of any provision of these terms and conditions shall be valid unless in writing and signed by CSCI Partners. If any portion of these terms and conditions is determined to be unenforceable or invalid, such determination shall not be deemed to affect the enforceability or validity of the remainder of these terms and conditions.

Changes to Terms

The terms of these Terms and Conditions may be modified at any time and from time to time by CSCI Partners. CSCI Partners also reserves the right to make modifications to the terms of these Terms and Conditions as may reasonably be needed to comply with applicable laws or to account for changes in CSCI Partner’s business, or other factors.

Date of Agreement

Effective as of: 25 September 2024

Last Updated: 25 September 2024