Last Updated: October 13, 2023
Welcome, and thank you for your interest in NatureBridge (“NatureBridge,” “we,” or “us”) and our website at www.naturebridge.org (the “Site”). These Terms of Use are a legally binding contract between you and NatureBridge regarding your use of the Site.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY MAKING A DONATION OR OTHERWISE ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY AVAILABLE AT www.naturebridge.org/privacy-policy (TOGETHER, THE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR YOU DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USE OF THE SITE, AND OUR PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY NATUREBRIDGE AND BY YOU TO BE BOUND BY THESE TERMS.
YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF NATUREBRIDGE AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE OPERATIONAL AND MARKETING MESSAGES ABOUT YOUR USE OF THE SITE AND PROGRAMS. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE ON OR USE OF THE SITE.
ARBITRATION NOTICE. Except for certain kinds of disputes described in the Section 19 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND NATUREBRIDGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Eligibility. You must be at least 18 years of age to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; and (b) your use of the Site is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
2. Changes to the Terms. We may periodically make changes to these Terms. When we do, we will update the “Last Updated” date above. It is your responsibility to review the most recent version of these Terms and remain informed of any changes. You agree that your continued use of the Site after the effective date of any changes will constitute your acceptance of the changed Terms for your continued use. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
3. Changes to the Site. We reserve the right to modify or discontinue, temporarily or permanently, all or any part of the Site without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.
4. Limited License. Subject to these Terms, NatureBridge grants you a limited, revocable license to access and use the Site solely for non-commercial purposes to learn more about our products and services, make donations and purchases, and to review and apply for job openings. No other use of the Site is authorized.
5. Programs. The Site provides information about NatureBridge and its mission to help people discover and explore the natural world by offering environmental education programs (“Programs”).
5.1 Third Party Providers. Certain Programs may be operated by or otherwise involve the participation of third parties (“Third-Party Providers”), and NatureBridge is not responsible or liable for such Programs or Third-Party Providers. Any transaction between you and a Third-Party Provider, including the fees you are to pay (if any) for the products and/or programs provided by a Third-Party Provider, the quality, safety or legality of the Program or other products and/or services being provided by a Third-Party Provider, and the terms and conditions of any agreement you enter into with a Third-Party Provider, is solely your responsibility. You may be required to enter into one or more separate agreements, waivers, or terms and conditions with a Third-Party Provider before participating in a Program. You acknowledge and agree that (a) NatureBridge is not a party to any such agreement between you and a Third-Party Provider, (b) any dispute with a Third-Party Provider is solely between you and the applicable Third-Party Provider that is a party to such agreement, and (c) NatureBridge is not in any way responsible for collecting any fees, taxes, or charges due or otherwise payable to you in connection with your relationship with a Third-Party Provider. We do not have any oversight or control over the products and/or services obtained by you from a Third-Party Provider. THIRD-PARTY PROVIDERS ARE NOT EMPLOYEES, REPRESENTATIVES, OR AGENTS OF NATUREBRIDGE, AND WE DO NOT REPRESENT THAT THEY ARE AFFILIATED WITH NATUREBRIDGE OR THAT THEY ARE CREDENTIALED, ENDORSED, RECOMMENDED, OR EVALUATED BY US IN ANY MANNER.
5.2 Authorization. You represent and warrant that: (a) you have provided and will provide all notices to, and have obtained and will obtain and maintain, all necessary and sufficient rights, licenses, certifications, consents, approvals, waivers, authorizations, and permissions from third parties to exercise the rights or perform obligations under this Agreement; and (b) if you register for a Program either (1) you are at least 18 years of age, or (2) you are the parent or legal guardian of a Program participant who is a minor and you have the legal right to consent to the minor’s registration and participation in the applicable Program.
5.3 Disclaimer. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE DO NOT CONDUCT BACKGROUND CHECKS (CRIMINAL OR OTHERWISE) OR OTHER SCREENINGS (E.G., SEX OFFENDER DATABASES) ON PROGRAM PARTICIPANTS OR THIRD-PARTY PROVIDERS, NOR DO WE ATTEMPT TO VERIFY THE ACCURACY OF INFORMATION THAT THEY PROVIDE. WE HAVE NO CONTROL OR OVERSIGHT OVER YOUR INTERACTIONS WITH ANY PROGRAM PARTICIPANT OR THIRD-PARTY PROVIDER, AND YOU ARE SOLELY RESPONSIBLE FOR ANY INTERACTIONS YOU HAVE WITH THEM, INCLUDING BUT NOT LIMITED TO, IN-PERSON INTERACTIONS WHILE ATTENDING OR PARTICIPATING IN A PROGRAM. WE DO NOT VERIFY, REPRESENT, WARRANT, OR ENDORSE: (a) THE ACCURACY, COMPLETENESS, OR QUALITY OF ANY INFORMATION RELATING TO A PROGRAM PARTICIPANT OR THIRD-PARTY PROVIDER THAT WE MAY PROVIDE OR MAKE AVAILABLE TO YOU, AND ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS AT YOUR OWN RISK, (2) THE CONDUCT OR FITNESS OF ANY PROGRAM PARTICIPANT OR THIRD-PARTY PROVIDER, OR (3) THE LOCATION OF ANY PROGRAM (INCLUDING, WITHOUT LIMITATION, THE SAFETY OR SECURITY OF SUCH LOCATIONS OR THE ACTIVITIES THAT TAKE PLACE AT SUCH LOCATIONS). YOU WILL AT ALL TIMES EXERCISE YOUR BEST JUDGMENT IN DETERMINING, AMONG OTHER THINGS, WHETHER OR NOT: (1) THE PROGRAM IS APPROPRIATE AND ADEQUATE FOR YOUR PURPOSES; (2) TO INTERACT OR COMMUNICATE WITH PROGRAM PARTICIPANTS OR THIRD-PARTY PROVIDERS BEFORE, DURING, OR AFTER A PROGRAM; OR (3) TO SHARE YOUR LOCATION, PERSONAL INFORMATION, OR OTHER INFORMATION TO A PROGRAM PARTICIPANT OR THIRD-PARTY PROVIDER.
6. Donations. You may support what we do by making donations. You may also sign up to donate periodically, which may include automatically recurring payments (“Recurring Donation”). For more information on how you can donate, please visit www.naturebridge.org/support. The “Donation Billing Date” is the date when you first sign up for a Recurring Donation. A Recurring Donation will begin on the Donation Billing Date and continue for the period that you select (such period, the “Initial Donation Period”) and will automatically renew for immediately successive periods of the same duration as the Initial Donation Period (the Initial Subscription Period and each such renewal period, each a “Donation Period”) unless you cancel the Recurring Donation or we terminate it. If you sign up for a Recurring Donation, you authorize us or our third-party payment processor to periodically charge, on a going-forward basis and until cancellation of the Recurring Donation, all applicable sums to the payment method you provided to us. Your payment method on file will be charged automatically on the Donation Billing Date and periodically thereafter (in accordance with the billing frequency corresponding to the Recurring Donation that you have signed up for) for all applicable amounts for the next Donation Period. You may cancel a Recurring Donation at any time to avoid billing of the next periodic donation. You may cancel the Recurring Donation by contacting us at gifts@naturebridge.org.
7. General Payment Terms. Certain Programs and products made available for purchase on the Site (“Products”) may require you to pay fees. Before you pay any fees or donate any amounts to us, you will have an opportunity to review and accept the amounts that you will be charged. Unless otherwise specifically provided for in these Terms, all fees and donations are in U.S. Dollars and are non-refundable and non-cancellable, except as required by law. You authorize us or our third-party payment processor to charge the amount of such fees and/or donation(s) to the payment method you selected. If you make any payments with a credit card, we or our third-party payment processor may seek pre-authorization of your credit card account prior to your payment to verify that the credit card is valid and has the necessary funds or credit available to cover your payment.
7.1 Price. NatureBridge reserves the right to determine pricing for the Programs and Products, and NatureBridge may change the fees for Programs or Products (including additional fees or charges) at any time. NatureBridge will make reasonable efforts to keep pricing information published on the Site up to date. We encourage you to check the Site periodically for current pricing information. NatureBridge, at its sole discretion, may make promotional offers with different features and different pricing to any third party. These promotional offers, unless made to you, will not apply to your offer or these Terms.
8. User Content.
8.1 User Content Generally. Certain features of the Site may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Site, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Site, subject to the licenses granted in these Terms.
8.2 Limited License Grant to NatureBridge. By Posting User Content to or via the Site, you grant NatureBridge a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Site. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from NatureBridge’s exercise of the license set forth in this Section.
8.3 You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. NatureBridge disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Site. By providing User Content via the Site, you affirm, represent, and warrant to us that:
8.4 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. NatureBridge may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Site, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against NatureBridge with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, NatureBridge does not permit infringing activities on the Site.
8.5 Monitoring Content. NatureBridge does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Site by its users. You acknowledge and agree that NatureBridge reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Site for operational and other purposes. If at any time NatureBridge chooses to monitor the content, then NatureBridge still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). NatureBridge may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Site without any liability to the user who Posted such User Content to the Site or to any other users of the Site.
9. Communications.
9.1 Text Messaging & Phone Calls. You agree that NatureBridge and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Site, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM NATUREBRIDGE, YOU CAN EMAIL info@naturebridge.org OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM NATUREBRIDGE, YOU CAN EMAIL info@naturebridge.org OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SITE. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Site.
9.2 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
10. Restrictions. You must comply with all applicable laws when using the Site. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Site (“Site Content”) or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site; (d) use the Site or Site Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site; (g) use the Site in a manner that threatens the integrity, performance, or availability of the Site; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or Site Content.
11. Intellectual Property Rights Protection
11.1 Respect of Third Party Rights. NatureBridge respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Site to do the same. Infringing activity will not be tolerated on or through the Site.
11.2 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Site, you may contact our Designated Agent at the following address:
NatureBridge
Attn: Legal Department (IP Notification)
1033 Fort Cronkhite, Sausalito, CA 94965
Email: info@naturebridge.org
11.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
NatureBridge with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to NatureBridge making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
11.4 Repeat Infringers. NatureBridge’s policy is to: (a) remove or disable access to material that NatureBridge believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Site; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Site by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. NatureBridge will terminate the accounts of users that are determined by NatureBridge to be repeat infringers. NatureBridge reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
11.5 Counter Notification. If you receive a notification from NatureBridge that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide NatureBridge with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to NatureBridge’s Designated Agent through one of the methods identified in Section 11.2 (DMCA Notification), and include substantially the following information:
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
11.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to NatureBridge in response to a Notification of Claimed Infringement, then NatureBridge will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that NatureBridge will replace the removed User Content or cease disabling access to it in 10 business days, and NatureBridge will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless NatureBridge’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on NatureBridge’s system or network.
11.7 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [NatureBridge] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” NatureBridge reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
12. Ownership. The Site is owned and operated by NatureBridge. We or our licensors retain all right, title, and interest in and to the Site and Site Content and any trademarks, logos, or service marks displayed on the Site or in Site Content (“Marks”). The Site, Site Content, and Marks are protected by applicable intellectual property laws and international treaties. Except as expressly authorized by NatureBridge, you may not make use of the Site, Site Content, and Marks.
13. Privacy Policy. Please read the NatureBridge Privacy Policy at https://naturebridge.org/privacy-policy (“Privacy Policy”) carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
14. Links and Third-Party Content. The Site may contain links to third party products, services, and websites. We exercise no control over the third-party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third-party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third-party products, services, and websites. Additionally, if you follow a link or otherwise navigate away from the Site, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party websites to which you navigate to from the Site.
15. Feedback. NatureBridge may provide you with a mechanism to provide feedback, suggestions, and ideas about the Site, us, or our products or services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications to the Site, our products, or services. You hereby grant us an unrestricted, perpetual, worldwide, fully transferable, irrevocable, royalty-free right to exploit the Feedback in any manner for any purpose. We will have no obligation to provide you with attribution for any Feedback you provide to us.
16. Disclaimer of Warranties. YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NATUREBRIDGE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NATUREBRIDGE OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. HOWEVER, NATUREBRIDGE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT NATUREBRIDGE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
17. Limitation of Liability.
17.1 NATUREBRIDGE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NATUREBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SITE AND SITE CONTENT. UNDER NO CIRCUMSTANCES WILL NATUREBRIDGE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SITE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED US$100. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
17.2 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. Indemnity. You will indemnify and hold NatureBridge, and affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Site or Site Content, your violation of these Terms, or your violation of any rights of a third party through use of the Site or Site Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
19. Dispute Resolution and Arbitration.
19.1 Generally. Except as described in Section 19.2 (Exceptions) and 19.3 (Opt-Out), you and NatureBridge agree that every dispute arising in connection with these Terms, the Site, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NATUREBRIDGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
19.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
19.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to NatureBridge, Attention: Legal Department – Arbitration Opt-Out, 1033 Fort Cronkhite, Sausalito, CA 94965 that specifies: your full legal name, the email address associated with your account on the Site, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once NatureBridge receives your Opt-Out Notice, this Section 19 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 21 (Legal Notices). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
19.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting NatureBridge.
19.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). NatureBridge’s address for Notice is: NatureBridge, 1033 Fort Cronkhite, Sausalito, CA 94965. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or NatureBridge may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, NatureBridge will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if NatureBridge has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
19.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or NatureBridge must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
19.7 Arbitration Relief. Except as provided in Section 19.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by NatureBridge before an arbitrator was selected, NatureBridge will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
19.8 No Class Actions. YOU AND NATUREBRIDGE AGREE THAT EACH 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. Further, unless both you and NatureBridge agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
19.9 Modifications to this Arbitration Provision. If NatureBridge makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to NatureBridge’s address for Notice of Arbitration, in which case your account with NatureBridge will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
10.10 Enforceability. If Section 19.8 (No Class Actions) or the entirety of this Section 19 (Dispute Resolution and Arbitration) is found to be unenforceable, or if NatureBridge receives an Opt-Out Notice from you, then the entirety of this Section 19 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 21 (Legal Notices) will govern any action arising out of or related to these Terms.
20. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and NatureBridge regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. The failure of NatureBridge to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by NatureBridge in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
21. Legal Notices. These Terms are governed by the laws of the state of California without regard to conflict of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Site will lie in the state and federal courts located in San Francisco County, California, and you irrevocably agree to submit to the jurisdiction of such courts.
22. No Support. We are under no obligation to provide support for the Site or Site Content. In instances where we may offer support, the support will be subject to published policies.
23. Contacting NatureBridge. If you have any questions or concerns about the Site or these Terms, you may contact us by email at info@naturebridge.org, or write to us at:
NatureBridge
1033 Fort Cronkhite
Sausalito, CA 94965