Terms of Use[for the Website and Platform of Project Acorn] 

1. What is Project Acorn?

Project Acorn is an agroforestry program that aims to unlock an international (voluntary) carbon market for smallholder farmers. Rabobank Project Acorn via its website located at https://acorn.rabobank.com/ (the “Website”). Furthermore, Rabobank created the Project Acorn platform (the “Platform”) that is available via the Website on an invite-only basis. Rabobank may grant a party access to (a part of the) the Platform for the purpose as set out in the separate agreement between this party and Rabobank.


The Website and the Platform are developed by Coöperatieve Rabobank U.A, incorporated under the laws of the Netherlands, having its offices at Croeselaan 18 (3521 CB) Utrecht and registered with the Dutch Chamber of Commerce under number 30046259 (“Rabobank” and “we”). You can contact us at fm.global.agroforestry@rabobank.com and our activities are supervised by:

-  De Nederlandsche Bank N.V., Westeinde 1, 1017 ZN Amsterdam,www.dnb.nl
-  Stichting Autoriteit Financiële Markten, Vijzelgracht 50, 1017 HS Amsterdam,www.afm.nl
-  European Central Bank, Sonnemannstrasse 20, 60314 Frankfurt am Main, Duitsland,www.ecb.europa.eu;
-  Autoriteit Consument en Markt, Muzenstraat 41, 2511 WB Den Haag,www.acm.nl
-  Autoriteit Persoonsgegevens, Bezuidenhoutseweg 30, 2594 AV Den Haag,www.autoriteitpersoonsgegevens.nl

2. Acceptance of the Terms

These Terms of Use (the “Terms”) apply to any use of the Website and/or Platform and represent a binding contract between you and Rabobank. Each party accessing the Website is bound to these Terms as visitor (“Visitor” and “you”). Visitors that are given access to the Platform fall under one of these three categories (each an “Authorized User”):

  • An local partner party may upload and adjust information about participating farmers and is able to see farmer and carbon removal unit information on the dashboard of the Platform (an “Local Partner”);
  • A party specialized in remote sensing is able to download measurement requests from the Platform and may upload measurements results (“Remote Sensing Party”);
  • An corporate client of Rabobank involved in Project Acorn is able to see information about purchased carbon removal units and information about farmers that the purchased carbon removal units originate from (a “Corporate”);

For Authorized Users, use of the Platform is subject to acceptance of these Terms. By accepting you warrant that you are authorized to agree to these Terms on behalf of yourself and the legal entity you represent. These Terms apply to you on behalf of such Authorized User and to you in a personal capacity.

3. Changes to the Terms

As Project Acorn is currently developing, we are constantly trying to improve the Website and the Platform and may change its functionalities. This means that the Website and Platform are offered as-is and can be taken offline at any time. We also reserve the right to change these Terms at any time, but if we do, we will bring it to the Authorized User’s attention by placing a notice once you enter the Platform, by sending you an email or in different appropriate way. You may reject the new Terms, but this does mean that you are no longer able to use the Platform or Website. If you use the Website or Platform in any way after a change to these Terms is effective, that means you agree to all of the changes.

4. Using the Platform and your personal account

In order to access the Platform, you must receive an invite from Rabobank. In that case, Rabobank will provide you with your personalized account details. Your right to access the Platform is personal and may not be transferred to someone that is not part of your organization. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur in connection with your password or account. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. You grant Rabobank and all other persons or entities involved in the operation of Project Acorn the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of Project Acorn and in the provision of services to you. Rabobank cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using the Platform.

5. Permitted uses and prohibited uses

You may only use the Website and Platform in line with your specific role as set out in article 2 of these Terms. The Website and the Platform may not be used, i) to act in violation of the law, ii) to violate the rights of Rabobank and/or of third parties, iii) for activities that are unlawful for any other reason, iv) damage the relationship between any party involved and Rabobank; and, v) damage Rabobank’s reputation.

 

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your personal account to access the Platform, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent.

6. Personal data

The Privacy Statement of Acorn (https://acorn.rabobank.com/privacy/) is applicable regarding the personal data that may be processed by the Website and the Platform. The Privacy Policy describes how Rabobank and its affiliated legal entities handle personal data. Rabobank does not intend to receive confidential or proprietary information from you through the Website and Platform. Any material, information, or other communication you transmit or post to the Website or the Platform will be considered non-confidential.

7. Indemnification

You agree to defend, indemnify and hold Rabobank and its directors, officers, agents, employees, partners and successors harmless from and against any and all claims, damages, costs and expenses, including reasonable attorneys’ fees, arising from or related to your use or misuse of the Website and the Platform, including, without limitation, the violation of these Terms or the infringement of any intellectual property right or other right of any person or entity by you, any person affiliated with your organization, or user of your account.

8. Limitation of liability

To the maximum extent permitted by law, taking into account that the Website and Platform are provided to you free of charge, Rabobank and its directors, officers, agents, employees, partners and successors shall not be liable for any damage whatsoever. In any event, liability for the following is expressly excluded: (i) punitive, special, indirect or consequential loss or damages; (ii) loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, loss of data; (iii) any inaccuracy relating to the (descriptive) information on the Website or Platform or (iv) any other damage suffered by you arising out of the use, inability to use or delay on the Website or Platform.

Rabobank expressly disclaims all warranties, including implied warranties and fitness for a particular purpose, or non-infringement of intellectual property. Particularly, we make no warranty that the Website and Platform will meet your requirements, or that your use of the Website or Platform will be uninterrupted, timely, secure of free of errors; nor do we make any representation or warranty as to the results that may be obtained from the use of the Website or Platform.

9. Links to other materials

The Website and Platform may contain links to websites owned or operated by independent third parties. These links are provided for your convenience and reference only. We do not control such websites and, therefore, we are not responsible for any content posted on these websites. The fact that the Website or Platform offer such links should not be construed in any way as an endorsement, authorization, or sponsorship of that website, its content or the companies or products referenced therein. If you decide to access any of the third party websites linked to by the Website or Platform, you do this entirely at your own risk.

10. Termination

These Terms are effective until terminated by either party. If you no longer agree to be bound by these Terms you must cease use of the Website and the Platform. If you are dissatisfied with the Website or the Platform, its content, or any of these Terms, conditions, and policies, your sole legal remedy is to discontinue using the Website and the Platform.

Rabobank reserves the right to terminate or suspend your access to and use of (parts of) the Platform for whatever reason without prior notice.

11. Publicity

Parties will not make any public announcements regarding (the content of) the Platform without prior written consent of all parties involved. You are not allowed to use – without our prior written consent – the wordmark or figurative mark of Rabobank for promotional purposes and/or public communication, all in the broadest sense and irrespective of the used medium.

12. Third party trademarks

All names, logos, product and service names, designs, and slogans of Authorized Users displayed on the Website and the Platform are the property of their respective owners.

13. IP Rights

The development and operation of Project Acorn, including the Website and the Platform, may lead to intellectual property rights (such as, but not limited to copyrights, database rights, trademark rights and patents), know-how (such as information, data or knowledge) or materials (such as texts, drafts, illustrations, designs, software, including source code, plans and sketches) (“Results”). Rabobank exclusively retains ownership of all rights, title and interest in and to all Results, the Website and the Platform and to the extent necessary you assign all rights, title and interest to the Results to Rabobank. To the extent required, you will provide all cooperation necessary to perfect such assignment and hereby grant Rabobank a power of attorney to do the same on your behalf. You are not entitled to copy, scrape (except for reproductions made by research organizations and cultural heritage institutions in order to carry out, for the purposes of scientific research as meant in article 15n Dutch Copyright Act), (hyper- /deep)link to, publish, promote, market, integrate, utilize, combine or otherwise use the content (including any translations thereof) without our written permission. Any unlawful use or any of the aforementioned actions or behavior will constitute a material infringement of our intellectual property rights.

14. Complaints

If you wish to contact us about Project Acorn or make a complaint about Project Acorn, the Website or the Platform, you can send an email to fm.global.agroforestry@rabobank.com.

15. Applicable law

These Terms are governed by and will be construed under the laws of the Netherlands. Any dispute arising out of these Terms shall exclusively be submitted to the competent court in Utrecht, the Netherlands.