Last Updated: September 28, 2023

Please read these Terms of Service (the “Agreement”) carefully because they are a binding agreement between you and 9 Foundations, Inc. (“9F,” “we,” “us,” or “our”) and apply to your use of (i) our website located at https://9foundations.com and its sub-domains (the “Website”), (ii) the Healthy Buildings Platform we make available through the Website made available to you through the Website (the “Platform”), (iii) our social media pages, and (iv) any other products or services that link to this Privacy Policy (collectively referred to as our “Services”).  

By clicking on an “accept” button, creating an account, or otherwise visiting, accessing, and/or using our Services, you automatically agree to this Agreement, you acknowledge our Privacy Policy https://9foundations.com/privacy-policy, and you certify that are providing truthful and accurate information about yourself. 

Changes to Agreement

We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion without prior notice to you and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above.  Your continued use of Services will confirm your acceptance of the updated Agreement.  We encourage you to frequently review the Agreement to ensure you understand the latest terms and conditions associated with use of the Services.  If you do not agree to the updated Agreement, you must discontinue using the Services.

Privacy Policy

Please refer to our Privacy Policy (the “Privacy Policy”) for information regarding how we collect, use and disclose information about you in connection with your use of our Services, and regarding how others collect, use and disclose information about you.  The terms and conditions of our Privacy Policy are incorporated into this Agreement.   

Eligibility

  • Companies, Organizations & Other Legal Entities. If you are entering into this Agreement on behalf of a company, organization or other legal entity, you represent that you have the authority to bind such entity and its affiliates, in which case the terms “you” or “your” shall also refer to such entity and its affiliates. You further agree that you assume all responsibility and liability in connection with your use of the Services on behalf of such company, organization or other legal entity, and you shall be solely responsible for all disputes, if any, that arise due to your use of the Services on behalf of such company, organization or other legal entity.
  • Children.  The Services are available only for individuals aged 13 years or older. If you are age 13 or older but under the age of 18 (or the legal age of majority where you reside if that jurisdiction has an older age of majority), then you agree to review this Agreement with your parent or guardian to make sure that both you and your parent or guardian understand and agree to this Agreement. You agree to have your parent or guardian review and accept this Agreement on your behalf. If you are a parent or guardian agreeing to this Agreement for the benefit of a child, then you agree to and accept full responsibility for that child’s use of any of our Services. BY ACCESSING, CREATING AN ACCOUNT FOR, UPLOADING INFORMATION TO, OR OTHERWISE USING, THE SERVICES, YOU CERTIFY THAT YOU ARE AT LEAST 13 YEARS OF AGE AND THAT YOU ARE PROVIDING TRUTHFUL AND ACCURATE INFORMATION ABOUT YOURSELF. 

We may, in our sole discretion, refuse to offer Services to any person or entity and change the eligibility criteria for using the Services at any time.

Terms of Access and Use

Subject to your compliance with this Agreement and all applicable laws, 9F grants you a limited, nonexclusive, non-transferable and revocable right to access and use the Services, together with the 9F Content, for internal business purposes in accordance with the terms and conditions of this Agreement and any separate written agreement with 9F providing for additional terms and conditions applicable to your relationship with 9F and use of products and services offered by 9F (“Additional Terms”), including, but not limited to, our Privacy Policy, which are collectively integrated by reference into this Agreement.  In the event of a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will control.

As between the parties, you are responsible for obtaining and maintaining all computer hardware, software, communications and office equipment needed to access and use the Services, and for paying all associated third-party access charges.   

9F may monitor any and all use of the Services by you and collect information about your use of the Services in accordance with our Privacy Policy for the purpose of optimizing the Services.  9F may use such data for its business purposes, and may disclose the same, provided that in connection with such use or disclosure, (i) such data and information are aggregated and do not identify individuals, and (ii) such data and information shall not be identified as originating from you.  

Registration

You are obligated to register and set up an account in order to access the Platform, and the Platform is available only to users who have registered and have been granted accounts. You agree to accurately maintain and update any information about yourself that you have provided to 9F. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Services.

You shall ensure the security of your account credentials, and connectivity with the Services.  If any of your account credentials are stolen or otherwise compromised, you shall immediately change your password and inform 9F of the compromise.  9F is not responsible for loss of any data in transmission or improper transmission by you.  

Modification to Services

9F may, at any time and for any reason, change, update or discontinue Services, or any part thereof, with or without notice.  9F will not be liable to you or to any third party for any modification, suspension or discontinuance of Services as permitted herein. 

We will give you appropriate advance notice about any major changes, although you understand that we may stop, suspend, or change our Services at any time without prior notice.  You may terminate this Agreement at any time by ceasing to use our Services.

Conduct Guidelines

The rights granted to you under this Agreement are subject to the following conduct guidelines concerning the Services (as applicable):

  • You will not copy, reproduce, distribute, transmit, republish, post, publicly perform or publicly display the Services, or any information or content made available on or through the Services, without 9F’s prior written consent; 
  • You will not modify or create derivative works of the Services; 
  • You will not remove or destroy any copyright notices or other proprietary markings contained on or in any portion of the Services; 
  • You will not access or use the Services to build a similar or competitive service or application;   
  • You will not reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Services or its structural framework;
  • You will not  sublicense, subcontract, translate, license or grant any rights to the Services (including without limitation allowing any distribution or sublicense of the Services or other access to the Services by any person or entity);  
  • You will not use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services;
  • You will not create Internet “links” to the Services or “frame” or “mirror” any content therein;
  • You will not harvest or collect information about or from other users of the Services; 
  • You will not probe, scan or test the vulnerability of the Services, or breach the security or authentication measures on the Services, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services;   
  • You will not upload invalid data, viruses, worms, keyloggers, spyware, Trojan horses, time bombs, malicious or harmful code, or other software agents through the Services;
  • You will not attempt to gain unauthorized access to the Services or its related systems or networks; and
  • You will not use the Services in whole or in part for any illegal purpose.

You shall take all reasonable precautions to prevent unauthorized or improper use of the Services, and you are solely responsible for complying with all laws, rules and regulations applicable to you when you use the Services.  You agree to comply with the above conduct and usage requirements (“Conduct Guidelines”) and agree not to assist or permit any person to engage in any conduct that does not comply with the Conduct Guidelines.  Any use of the Services in violation of these Conduct Guidelines is prohibited and may result in our suspension or termination of your right to use the Services, and may possibly expose you to legal action and damages.   

9F Content 

Except for Third Party Content, all information and materials contained on or within the Services, including, but not limited to, text, graphics, HTML, look and feel, images, illustrations, designs, photographs, audio, video, white papers, press releases, names, product names or descriptions, icons, typefaces, software (both source and object code), format, queries, algorithms and written and other materials and information (collectively, “9F Content”), as well as their selection and arrangement, and all intellectual property and other rights relating to 9F Content, as between you and 9F, are solely and exclusively owned by 9F.  You will not delete or alter any copyright, trademark or other proprietary rights notices from 9F Content.

Third Party Content

The Services may allow access to data, information, or services disseminated by outside data sources  (collectively, “Third Party Content”) and you acknowledge that 9F and its suppliers and licensors disclaim responsibility for the use, content, accuracy, timeliness, completeness or availability of such third party data, information, or services and make no warranty concerning such information.  Third Party Content is the copyrighted work of its owner, who expressly retains all right, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto.  YOU USES SUCH THIRD PARTY DATA, INFORMATION, OR SERVICES AT YOUR OWN RISK. 

No Reliance

Any reliance you place on the Services, 9F Content and/or Third Party Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of or exposed to such materials.   9F DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE SERVICES.

All statements and/or opinions expressed in the Third Party Content are solely the opinions and the responsibility of the person or entity providing those materials, which do not necessarily reflect the opinion of 9F.  We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Disclaimers 

9F AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  9F DOES NOT REPRESENT OR WARRANT THAT THE SERVICES  WILL BE AVAILABLE, ERROR FREE, COMPLETELY SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF CORRECTION OR IMPROVEMENT.  THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND 9F IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.  

Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.

Social Media 

When we make available certain social media features through LinkedIn or other social media sites, you may take such actions as are enabled by those features.  Please be aware that activities on our social media sites, or facilitated by or through our social media sites, are subject to the terms and conditions of the applicable social media site(s).  Any information or content provided to social media sites may be processed and used by the applicable social media sites in accordance with their policies and any agreements with 9F.

Links to Other Sites

Our Services may contain links to other websites.  The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party.  We do not exercise control over third party websites.  These other websites may place their own cookies or other files on your computer, collect data, or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them.  We encourage you to read the privacy policies and terms of use for the other websites you visit.

Ownership

9F and/or its licensors own all right, title and interest, including all related intellectual property rights, in and to the Services, 9F Content, and Third Party Content.  This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, 9F Content and/or Third Party Content.  9F reserves all rights not expressly granted in this Agreement.  

All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of 9F and its licensors or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the express written permission of 9F, or such third-party that may own the trademark, service mark, logo, slogan or tagline. 

Your Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”).  We may ask for your Feedback in connection with your use of the Services, and you can always submit Feedback by emailing us at [email protected]. 

You grant us a nonexclusive, irrevocable, worldwide, royalty-free, fully paid up right and license to use any Feedback provided by you to us with respect to the Services, and we can use, disclose, reproduce, license and otherwise distribute and exploit Feedback in any manner without obligation or restriction of any kind on account of intellectual property rights or otherwise. 9F will treat any Feedback you provide to us as non-confidential and non-proprietary.   

Consent to Electronic Notice

If you provide your email address to 9F through the Services, or by e-mailing 9F directly, you agree that 9F may communicate with you electronically regarding administrative, security and other issues relating to your use of the Services. You agree that any notices, agreements, disclosures or other communications that 9F sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.  The foregoing does not affect your statutory rights. 

Limitation of Liability 

IN NO EVENT SHALL 9F OR ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR DEVICE OR OTHERWISE, OR SIMILAR DAMAGES) RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) YOUR USE OR INABILITY TO USE THE SERVICES, OR ERRORS, MISTAKES, OR INACCURACIES IN 9F CONTENT OR THIRD PARTY CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE SERVICES, (III) ANY INFRINGEMENT BY THE SERVICES OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, (V) ANY ERRORS OR OMISSIONS IN THE SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 9F IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU AGREE THAT YOUR USE OF THE SERVICES IS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND AT YOUR SOLE RISK, AND YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY USE, INABILITY TO USE, MODIFICATION, SUSPENSION, OR WITHDRAWAL OF THE SERVICES, OR ANY FEATURES, PARTS, OR CONTENT OF THE SERVICES.

General Release

You are solely responsible for all claims, injuries (including death), illnesses, damages, liabilities, and costs (“Liabilities”) suffered by you or any third party as a result of your use of the Services.  To the maximum extent permitted by applicable law, you hereby release the 9F Parties (as defined below) from any and all responsibility and liability for the foregoing.

YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE AND HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”  You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the 9F Parties pertaining to the subject matter of this section. 

Indemnification By You

Without limiting the generality or effecting other provisions of this Agreement, as a condition of accessing or using the Services, you agree, at your expense, to indemnify and hold harmless 9F and its affiliates and its and their licensors, suppliers, officers directors, employees and agents (“9F Parties”), from and against any and all losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees, settlements and judgments) arising out of or incurred as a result of: (i) your use, misuse or inability to use the Services, (ii) your failure to comply with any applicable laws and regulations (including any privacy laws), (iii) your violation of any third party right, including without limitation any copyright, property or privacy right, or (iv) your breach of any obligations set forth in this Agreement.  You shall not settle any such claim without the written consent of the applicable indemnified party.

For any third-party claim covered under this indemnification provision, we will notify you upon becoming aware of the claim, and you will also defend such claim at your expense if instructed by us to do so. If we or our partners or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.

Term, Suspension and Termination 

This Agreement will remain in full force and effect while you use the Services. We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate this Agreement or otherwise create liability for us or any other person. Such actions could include suspending or terminating your rights with respect to the Services, with or without notice. If your rights with respect to the Services are suspended or terminated, you agree to make no further use of the Services as directed by 9F for the duration of the suspension or indefinitely following termination.

ARBITRATION CLAUSE & CLASS ACTION WAIVER – APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Boston, Massachusetts, United States of America, before one arbitrator.  The language to be used in the arbitral proceedings will be English.  If the dispute, claim or controversy exceeds $250,000, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”), and if not, the arbitration shall be administered by JAMS pursuant to the Rules and in accordance with the Expedited Procedures or similar process set forth in the Rules.  Judgment on the award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.  If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

YOU AND 9F AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

YOU AND 9F EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND THIS WAIVER APPLIES REGARDLESS OF THE TYPE OF DISPUTE, WHETHER PROCEEDING UNDER CLAIMS OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER THEORY.

Force Majeure

You agree that 9F is not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, pandemics and epidemics, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

Governing Law and Venue

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, United States of America, without regard to its rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 

International Visitors

We operate the Services and our business from the United States. Please note that other countries may have laws and regulatory requirements that differ from those in the United States, and if you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws.  

General Terms

This Agreement, together with the Privacy Policy and any Additional Terms incorporated herein by reference, constitute the sole agreements between you and 9F for your use and the provision of the Services, and the subject matter hereof. The section titles in this Agreement are for convenience only and have no legal or contractual effect.  Should any provision of this Agreement be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and any rights and licenses granted hereunder, may not be transferred, delegated or assigned by you, but may be assigned, delegated or transferred by 9F without restriction. Any attempted assignment, subcontract, delegation or transfer by you in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Certain of our licensors and suppliers may be third-party beneficiaries of this Agreement and have the right to enforce this Agreement against you.

Contact Information

If you have any questions about the Website, Platform, or this Agreement, please contact us at [email protected].