Terms of Use

Last Updated: 06/04/2025

Welcome to Project Drawdown. Please read on to learn the rules and restrictions that govern your use of our website(s), products, media, education materials, and services (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email:  info@drawdown.org
Phone:  651-243-3116
Address:  428 Minnesota Street, Suite 500, St. Paul, MN 55101

These Terms of Use  (the “Terms”) are a binding contract between you and PROJECT DRAWDOWN CORPORATION (“Project Drawdown,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy and the Copyright Dispute Policy in the “What if I see something on the Services that infringes my copyright?” section of these Terms. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions,  (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://drawdown.org/, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Project Drawdown takes the privacy of its users very seriously. For the current Project Drawdown Privacy Policy, please click here.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age, and our Services are only available to those 18 years of age and older; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at info@drawdown.org.

What are the basics of using Project Drawdown?

While the Services are provided at no cost to you, you may be required to provide us with certain information or data, such as your contact information, when donating or accessing certain features of the Services. You promise to provide us with accurate, complete, and updated information about yourself. You may not use a name that you do not have the right to use, or another person’s name with the intent to impersonate that person.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf).

You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

Project Drawdown’s Role; Not Investment Advice 

Project Drawdown’s mission is to end climate change as quickly, safely, and equitably as possible. To advance our mission, we may conduct certain research projects and publish our findings and other educational information, data, analyses, and opinions on the Services.

THE SERVICES ARE SOLELY INTENDED TO SERVE AS A RESOURCE AND GUIDE FOR USERS AND ARE OFFERED FOR EDUCATIONAL, INFORMATIONAL, AND COMMUNICATIVE PURPOSES ONLY. PUBLICATION OF INFORMATION ON THE SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT OF ANY PROJECT OR INVESTMENT STRATEGY OR CONSIDERATION OF ANY PARTICULAR ENVIRONMENTAL, SOCIAL OR GOVERNANCE RELATED ISSUES AS PART OF ANY INVESTMENT STRATEGY. NOTHING CONTAINED HEREIN CONSTITUTES INVESTMENT ADVICE, EXPERT OPINION, OR RECOMMENDATION OF ANY PARTICULAR INVESTMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY OR INVEST IN ANY INVESTMENT PRODUCT, VEHICLE, SERVICE OR INSTRUMENT. WHEN MAKING INVESTMENT DECISIONS, USERS SHOULD ALWAYS SEEK ADVICE FROM APPROPRIATE QUALIFIED PROFESSIONALS.

YOU ACKNOWLEDGE THAT ALTHOUGH SOME CONTENT (DEFINED BELOW) MAY BE PROVIDED BY OTHER INDIVIDUALS ADVANCING CLIMATE CHANGE SOLUTIONS, THE PROVISION OF SUCH CONTENT DOES NOT CREATE A PROFESSIONAL INVESTMENT RELATIONSHIP BETWEEN YOU AND PROJECT DRAWDOWN NOR BETWEEN YOU AND ANY OTHER INDIVIDUAL OR ENTITY, AND DOES NOT CONSTITUTE PROFESSIONAL INVESTMENT OPINION OR ADVICE. THE RESPONSIBILITY FOR OPINIONS EXPRESSED IN THE CONTENT RESTS SOLELY WITH THEIR AUTHORS, AND THEIR POSTING ON THIS SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT BY PROJECT DRAWDOWN OF THE OPINION EXPRESSED THEREIN.

Drawdown Explorer and Use of Data

Certain functionality and Content contained on the Services, including but not limited to Drawdown Explorer, display Content which includes maps and other related geographical data.

The designations employed and the presentation of such Content do not constitute an opinion concerning the legal status of any country, territory, area, city or area or of its authorities, or concerning the delimitation of its boundaries. The depiction and use of boundaries, geographic names and related data shown on Drawdown Explorer and included in lists, tables, or otherwise on the Services are not warranted to be error free nor do they imply official endorsement or acceptance by Project Drawdown.

RELIANCE ON ANY INFORMATION PROVIDED BY PROJECT DRAWDOWN OR IN CONNECTION WITH THE SERVICES IS SOLELY AT YOUR OWN RISK. ANY RESEARCH FINDINGS, MAPS, INFORMATION, DATA, ANALYSES, AND OPINIONS CONTAINED ON THE SERVICES ARE NOT WARRANTED TO BE COMPLETE, ACCURATE OR TIMELY, AND MAY BE DRAWN FROM DATA PUBLISHED ON VARIOUS DATES. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS YOU TAKE BASED ON THE INFORMATION AND MATERIALS AVAILABLE THROUGH THE SERVICES.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else (including Project Drawdown);

2. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Project Drawdown;

3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

4. jeopardizes the security of your use of Project Drawdown or anyone else’s;

5. attempts, in any manner, to obtain the password, account, or other security information from any other user;

6. violates the security of any computer network, or cracks any passwords or security encryption codes;

7. runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

8. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

9. copies or stores any significant portion of the Content; or

10. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Project Drawdown's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Project Drawdown owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

What about anything I contribute to the Services – do I have to grant any licenses to Project Drawdown or to other users?

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

Licenses

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

By submitting User Submissions through the Services, you hereby do and shall grant Project Drawdown a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

What if I see something on the Services that infringes my copyright? 

In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement.  We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

1. Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Project Drawdown's Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

   1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
   2. Identification of works or materials being infringed;
   3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
   4. Contact information about the notifier including address, telephone number and, if available, email address;
   5. A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
   6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

2. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

   1. remove or disable access to the infringing material;
   2. notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
   3. terminate such content provider's access to the Services if he or she is a repeat offender.

3. Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

   1. A physical or electronic signature of the content provider;
   2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
   3. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
   4. Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Project Drawdown may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Project Drawdown's discretion.

Please contact Project Drawdown’s Designated Agent:

Project Drawdown, LLC
Attn: DMCA Designated Agent
Email:  info@drawdown.org
Phone:  651-243-3116
428 Minnesota Street, Suite 500
St. Paul, MN 55101

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Project Drawdown. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Project Drawdown is not responsible for such risks.

Project Drawdown has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Project Drawdown will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Project Drawdown shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Project Drawdown is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Project Drawdown, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that 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.”

Will Project Drawdown ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

We do not currently collect a fee for your access and use of the Services, however, we gratefully accept non-refundable online donations.  If you choose to donate on a recurring basis, we will charge your Payment Method (as defined below) as further described below.

1. Donations. In order to make online donations, you must submit  the  necessary  contact  and  payment  information,  which  includes  or  may  include,  without limitation, your name, billing and shipping addresses, credit card or other payment information and email address. More information about donations can be found at our Donations page. Please note that any terms presented to you in the process of donating are deemed part of these Terms.
2. Billing. The processing of payments will be subject to the terms, conditions and privacy policies of our third-party payment processor (the “Payment Processor”) in addition to these Terms. Currently, we use Stripe, Inc. and PayPal as our Payment Processors. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to make an online donation, you agree to pay us, through the Payment Processor, all charges in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
3. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
4. Recurring Donations. IF YOU SIGN UP FOR RECURRING DONATIONS, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN ON THE CHECKOUT  PAGE  WILL  AUTOMATICALLY  RENEW  AT  THE  FREQUENCY  YOU  SELECT  ON  A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR RECCURRING  DONATION.] YOU  MAY  CANCEL  AT ANY TIME  BY  GIVING NOTICE  OF CANCELLATION WHICH MUST BE SUBMITTED IN WRITING TO donations@drawdown.org AND  WILL  BE  EFFECTIVE  IN  THE  PERIOD  FOLLOWING  THE PERIOD IN WHICH YOU PROVIDE US NOTICE.  YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY  US  OF  YOUR  CANCELLATION,  YOUR  RECURRING DONATIONS  AND  ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU EXPRESSLY AUTHORIZE US OR OUR AUTHORIZED THIRD PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, PROJECT DRAWDOWN WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
5. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION. YOU AGREE TO PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY EMAILING US AT donations@drawdown.org.

What if I want to stop using the Services?

You’re free to do that at any time by discontinuing your use of the Services; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Project Drawdown is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Project Drawdown has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What else do I need to know?

Warranty Disclaimer

Project Drawdown and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Project Drawdown and all such parties together, the “Project Drawdown Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Project Drawdown Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Project Drawdown Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY PROJECT DRAWDOWN (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTICULAR RESULTS OR OUTCOME CAN E ACHIEVED BY THE SERVICES. GRANTING YOU ACCESS TO THE SERVICES IS NOT AN INDICATION OF APTITUDE. YOU ACKNOWLEDGE AND AGREE THAT NEITHER PROJECT DRAWDOWN NOR ANY OTHER PERSON PROVIDING THE SERVICES IS IN ANY WAY CAPABLE OF GUARANTEEING RESULTS OR PARTICULAR OUTCOMES. WITHOUT LIMITATION, PROJECT DRAWDOWN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT ANY USE OF THE SERVICES WILL RESULT IN SPECIFIC LEARNING OUTCOMES, AN IMPROVEMENT OF SKILLS OR AN INCREASE IN JOB PROSPECTS OF ANY KIND. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE SERVICES DO NOT CONSTITUTE MEDICAL OR HEALTH ADVICE,  AND SHOULD NOT BE CONSTRUED AS SUCH.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PROJECT DRAWDOWN PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO PROJECT DRAWDOWN IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold the Project Drawdown Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Project Drawdown's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Project Drawdown and limits the manner in which you can seek relief from Project Drawdown. Both you and Project Drawdown acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Project Drawdown' officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

1. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Los Angeles County, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Project Drawdown will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

3. Small Claims Court; Infringement. Either you or Project Drawdown may assert claims, if they qualify, in small claims court in Los Angeles County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

4. Waiver of Jury Trial. YOU AND PROJECT DRAWDOWN WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Project Drawdown are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Project Drawdown over whether to vacate or enforce an arbitration award, YOU AND PROJECT DRAWDOWN WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Project Drawdown is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

6. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 428 Minnesota Street, Suite 500, St. Paul, MN 55101 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

7. Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Project Drawdown to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Project Drawdown agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Ramsey County, Minnesota, or the federal district in which that county falls.

8. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Project Drawdown.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Project Drawdown may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Project Drawdown agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Project Drawdown, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Project Drawdown, and you do not have any authority of any kind to bind Project Drawdown in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Project Drawdown agree there are no third-party beneficiaries intended under these Terms.