COOL PLANET ENERGY SYSTEMS, INC.
Terms and Conditions for
Online Sales of Engineered Biocarbon Products
Effective: May 1, 2016
Welcome To Cool Planet Energy Systems, Inc. (“Cool Planet”). Cool Planet Inc. appreciates your interest in our “Engineered Biocarbon(TM)” soil amendment products (“Cool Terra”, “Cool Terra Organic”, “Cool Fauna” or the “Products”).
This website at www.coolplanet.com and its subdomains (collectively, “Website”) contains the Terms and Conditions for your purchase of Products. By using this Website, or by engaging in your online order and clicking on the “I agree” or similar button, you indicate your agreement to be bound by these Terms and Conditions.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT. ACCESS TO THE WEBSITE AS WELL AS YOUR PURCHASE AND USE OF THE PRODUCTS ARE SUBJECT TO THESE TERMS AND CONDITIONS.
PLEASE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND COOL PLANET ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND WHICH ALSO LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION. (SEE SECTION 9: “AGREEMENT TO ARBITRATE; WAIVER OF CLASS ACTIONS”).
Engineered Biocarbon Products
Engineered Biocarbon is an inert carbon-based soil amendment product manufactured by Cool Planet in Camarillo, California. Cool Planet’s current Engineered Biocarbon Products are manufactured from biomass materials
Territory; Regulatory Compliance
Cool Planet is licensed and registered by the California Department of Food and Agriculture (CDFA) to manufacture and distribute the Products as soil amendments in California.
The Products are currently available for sale for use in California and certain other U.S. states. Cool Planet intends to seek approval for sales in additional U.S. states. The Products are not available at this time for sale or delivery outside the U.S. Cool Planet eventually expects to sell the Products outside the U.S.
Pricing, Payment, and Delivery
Pricing. Prices for Products are listed on the Cool Planet product catalog, which can be accessed on this Website. Prices for products may change at any time, and Cool Planet does not provide price protection or refunds in the event of a price reduction or promotional offering.
Billing and Payment. You agree that Cool Planet may charge your payment method for any Products purchased and for any additional amounts, including any taxes and late fees, as applicable (collectively “Fees”) that may be accrued by or in connection with your account associated with your Login Credentials (as defined below). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING COOL PLANET WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON OUR WEBSITE FROM TIME TO TIME.
We may use a third party payment service to bill you through an online account (your “Billing Account”) for your purchase of Products in lieu of directly processing your credit card information. By submitting your payment account information, you grant Cool Planet the right to store and process your information with the third party payment service, which it may change from time to time; you agree that Cool Planet will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of third party payment service in addition to these Terms and Conditions. You acknowledge that we may change the third party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.
Shipping and Risk of Loss. Delivery of your Products will be made as follows: For physical goods that are shipped to you, unless otherwise indicated at the time of your purchase, shipping and handling fees are included with your order. Shipping dates and/or arrival times furnished by Cool Planet or its agents are only estimates. Depending on your location within the United States, there may be delays in shipping and delivery in order to accommodate additional regulatory compliance. For claims of loss, damage or delay with respect to your delivery, you must notify Cool Planet within 30 days of the date of your purchase if you believe all or part of your order is missing, damaged or unreasonably delayed. Replacement of products and credits to your account for shipped merchandise claimed as not received are subject to our investigation, which may include postal-service notification. We will adjust your account at our discretion. Repeated claims of undelivered merchandise may result in the cancellation of your privileges to purchase Products on our website.
Warranty; Returns and Exchanges. For a period of 30 days after delivery of the Products (the “Warranty Period”), Cool Planet warrants that the Products conform to the specifications on the label and are reasonably fit for the purposes referred to on the label, subject to the inherent risks referred to below. Crop injury, ineffectiveness or other unintended consequences may result because of such factors as weather conditions, presence of other materials, or use of the product in a manner inconsistent with its labeling, all of which are beyond the control of Cool Planet. All such risks shall be assumed by the Buyer. If a Product is defective and we will send you a new item or credit your account. To request a return refund for a defective product, please send us an email at firstname.lastname@example.org, call us within the U.S. or send a letter to:
6400 S. Fiddlers Green Cir, Suite 1300
Greenwood Village, CO 80111
Attn: Defective Products
When returning physical Products, it is your responsibility to take reasonable care to see that the Products are not damaged in transit and are received by us at our address as displayed on our Website. All refunds are subject to our shipping, return and exchange policies, as we may set forth from time to time.
Refunds. Other than as expressly set forth on our Website as updated from time to time, Cool Planet has no obligation to provide refunds or credits, but may grant them in certain circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Cool Planet, in each case in Cool Planet’s sole discretion. If a Product becomes unavailable following a transaction but prior to delivery, your sole remedy is a refund in accordance with the timeframes and rules as set forth on the Website from time to time. If technical problems prevent or unreasonably delay delivery of your Product, your exclusive and sole remedy is either replacement or refund of the price paid, as determined by Cool Planet.
Cool Planet does not guarantee that the Products will be safe under all conditions, and Cool Planet expressly disclaims liability for any risks that may result from or any failure by you to follow these warnings.
Storage and Handling.
The Products should be stored in a cool, dry, well-ventilated place. There is a potential danger that Engineered Biocarbon will auto-ignite if it is stored in warm temperatures, particularly when fresh.
The Products should be stored out of reach of children.
Because of the possible presence of small particles in the Products, masks, pants and long sleeve shirts should be worn when handling.
Ingestion. The Products are not safe to eat and should not be ingested.
Limitation of Liability
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 4(d) OF THESE TERMS AND CONDITIONS, THE PRODUCTS AVAILABLE THROUGH THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EFFICACY AS SOIL AMENDMENT PRODUCTS, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. COOL PLANET’S ONLY OBLIGATION IN THE EVENT OF A PRODUCT DEFECT OR A PRODUCT THAT OTHERWISE DOES NOT CONFORM WITH THE LIMITED WARRANTIES SHALL BE TO PROVIDE A REPLACEMENT PRODUCT OR TO CREDIT YOUR ACCOUNT PURSUANT TO SECTION 3 OF THESE TERMS AND CONDITIONS.
IN NO EVENT SHALL COOL PLANET OR ITS AFFILIATES, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR OTHERWISE (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OF USE, COST OF OBTAINING SUBSTITUTE MATERIALS, OR DAMAGE TO LAND, PLANTS OR ANIMALS) ALLEGEDLY RESULTING FROM THE USE OF THE PRODUCTS.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS COOL PLANET AND OUR OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, VENDORS AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS BY THIRD PARTIES ARISING FROM YOUR USE OF ANY PRODUCTS.
These terms and conditions shall be construed in accordance with and governed by the laws of the State of California without regard for its conflicts of law principles. You and Cool Planet expressly agree to exclude application of the United Nations Convention on Contracts for the International Sale of Goods or any local implementation of such convention.
Agreement to Arbitrate; Waiver of Class Actions
EXCEPT IF YOU OPT OUT FROM THIS AGREEMENT TO ARBITRATE, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND COOL PLANET (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE PRODUCTS SHALL BE FINALLY RESOLVED BY ARBITRATION BEFORE A SINGLE ARBITRATOR CONDUCTED IN THE ENGLISH LANGUAGE IN SAN FRANCISCO, CALIFORNIA, U.S.A. UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA), AND YOU AND COOL PLANET HEREBY EXPRESSLY WAIVE TRIAL BY JURY. YOU AND COOL PLANET SHALL APPOINT AS A SOLE ARBITRATOR A PERSON MUTUALLY AGREED BY YOU AND COOL PLANET OR, IF YOU AND COOL PLANET CANNOT AGREE WITHIN THIRTY (30) DAYS OF EITHER PARTY’S REQUEST FOR ARBITRATION, SUCH SINGLE ARBITRATOR SHALL BE SELECTED BY THE AAA UPON THE REQUEST OF EITHER PARTY. THE PARTIES SHALL BEAR EQUALLY THE COST OF THE ARBITRATION (EXCEPT THAT THE PREVAILING PARTY SHALL BE ENTITLED TO AN AWARD OF REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH THE ARBITRATION IN SUCH AN AMOUNT AS MAY BE DETERMINED BY THE ARBITRATOR). UNDER NO CIRCUMSTANCES SHALL THE ARBITRATOR BE AUTHORIZED TO AWARD DAMAGES REMEDIES OR AWARDS THAT CONFLICT WITH THESE TERMS AND CONDITIONS, INCLUDING THE LIMITATIONS OF LIABILITY IN SECTION 7, AND IN PARTICULAR, THE ARBITRATOR MAY NOT AWARD MULTIPLE OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PURSUANT TO FEDERAL OR STATE STATUTES PERMITTING MULTIPLE OR PUNITIVE AWARDS. ALL AWARDS OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON BOTH PARTIES AND ENFORCEABLE IN ANY COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING THIS AGREEMENT TO ARBITRATE, APPLICATION MAY BE MADE TO ANY COURT OF COMPETENT JURISDICTION FOR A JUDICIAL ACCEPTANCE OF THE AWARD OR ORDER OF ENFORCEMENT.
ANY CLAIMS BROUGHT BY YOU OR COOL PLANET MUST BE BROUGHT BY OR AGAINST YOU IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. NEITHER YOU NOR COOL PLANET WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THESE TERMS AND CONDITIONS. YOU HEREBY WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIMS RELATED TO THESE TERMS AND CONDITIONS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF.
THIS AGREEMENT TO ARBITRATE SECTION WILL SURVIVE THE TERMINATION OF YOUR RELATIONSHIP WITH COOL PLANET.
YOU MAY OPT OUT OF THIS AGREEMENT TO ARBITRATE. IF YOU DO SO, NEITHER YOU NOR COOL PLANET CAN REQUIRE THE OTHER TO PARTICIPATE IN AN ARBITRATION PROCEEDING. TO OPT OUT, YOU MUST NOTIFY COOL PLANET IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU FIRST BECOME SUBJECT TO THIS AGREEMENT TO ARBITRATION. THE OPT-OUT NOTICE MUST STATE THAT YOU DO NOT AGREE TO THE AGREEMENT TO ARBITRATE AND MUST INCLUDE YOUR NAME, ADDRESS, PHONE NUMBER, AND YOUR COOL PLANET ACCOUNT TO WHICH THE OPT-OUT APPLIES. YOU MUST SIGN THE OPT-OUT NOTICE FOR IT TO BE EFFECTIVE. THIS PROCEDURE, A CLEAR STATEMENT THAT YOU WANT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE IS THE ONLY WAY YOU CAN OPT OUT OF THE AGREEMENT TO ARBITRATE. YOU MUST USE THIS ADDRESS TO OPT OUT:
Cool Planet Energy, Inc.
6400 S. Fiddlers Green Cir, Suite 1300
Greenwood Village, CO 80111
Attn: Arbitration Op-out
Noncompliance with these Terms and Conditions
If at any time, in the sole discretion of Cool Planet, you fail to comply with any provision of these Terms and Conditions, Cool Planet reserves the right to deny you access or use of this website, and to otherwise pursue recourse against you to the full extent of the law. Upon any failure by you to comply with any provision of these terms and conditions, you must promptly destroy all materials downloaded or otherwise obtained from this site, as well as all copies of such materials, whether made in accordance with these Terms and Conditions or otherwise.
You may not assign or transfer these Terms and Conditions in whole or in part to any third party without the consent of Cool Planet.
These Terms and Conditions shall bind and inure to the benefit of the parties to these Terms and Conditions and their respective successors, permitted transferees, and permitted assigns.
Cool Planet and you are independent contractors and are not partners, joint venture, agents, employees or representatives of the other party.
These Terms and Conditions contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by Cool Planet, and cannot be amended except by a writing signed by both parties or by Cool Planet’s posting of an amended version of these Terms and Conditions on its Website. We reserve the right to change these Terms and Conditions from time to time for any reason, which shall be effected by posting of the updated Terms and Conditions to our Website; provided that any such changes shall only apply to your use of the Products as the date of such change, unless you expressly accept retroactive application of such changes, via a click-through or signed agreement or otherwise
The headings and captions used in these Terms and Conditions are used for convenience only and are not to be considered in construing or interpreting these Terms and Conditions.
If any part of these Terms and Conditions is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
For Additional Information
If you have any questions about these Terms and Conditions, please call us or send us a letter at:
Cool Planet Energy, Inc.
6400 S. Fiddlers Green Cir.
Greenwood Village, CO 80111
Attn: Terms and Conditions