terms of use (the "legal" stuff)

Last Updated: 2/1/09

Welcome to Tonic! We aim to help our customer community do small things that collectively make a big positive difference in the world, and we are pleased to provide the websites at www.tonic.com, www.greendimes.com, and other related owned and operated sites (the "Sites") and the various products and services available through these Sites (the "Services"). Please read the following important terms and conditions ("Terms of Use") carefully. These Terms of Use govern your access to and use of these Sites and Services, including but not limited to any content, information, or products made available here. This is a legal agreement between you and Tonic.

Modifications and Acceptance of Terms

We may update or otherwise modify these Terms of Use from time to time, and each time you use the Sites or Services, your use will constitute your acceptance of the Terms of Use as then in effect. Please check this page frequently to stay informed of any changes. These Terms of Use were last updated on the date indicated above.

Description of Services and Sites

The Services and Sites are primarily concerned with products whose purchase and use will directly benefit the featured social and environmental causes. The Services and Sites may include, but is not limited to, a number of features, content and offerings such as lifestyle tips, informational resources, discussion forums, voting for causes, and online petitions on topics of interest to our customer community. We may also offer Services related to the promotion of our products, such as incentive programs for referring other customers to us. We may change, add, or discontinue any or all Services or features of the Sites at any time without notice or liability. Particular Services may be subject to specific terms and conditions in addition to these Terms of Use, as indicated on the Sites in conjunction with those Services.

Permitted Use

You may access the Services and Sites (subject to these Terms of Use and any applicable Service-specific terms) solely for your personal, non-commercial use.

Tonic Ownership

You acknowledge and agree that Tonic owns or licenses all right, title, and interest (including all intellectual property rights) in and to the Sites and Services, including but not limited to all information, content, materials, products, services, URLs, other software, technology, editorial or user guidelines, and documentation therein, and all derivative works or enhancements thereof. You will not acquire any right, title or interest to any content provided by Tonic, except for the limited use rights expressly set forth in these Terms of Use. Any rights not expressly granted herein are withheld.

User Submissions

You represent and warrant that you own any content or information that you submit using the Sites or Services (including but not limited to the content of any testimonials or discussion postings), and you assume responsibility for any such content or other information. Subject to the terms of our then-current Privacy Policy, you authorize us to reproduce, modify, distribute, display, and otherwise use any such content or information as we see fit in connection with the Sites or Services. We are not obligated to screen content submitted by the users of our Sites or Services, and we are not responsible to you for any harm caused by that content, by your reliance on that content, or by any errors or inaccuracies in that content.

User Accounts

Certain Services or portions of the Sites may be accessed only if you establish a user account. You must provide complete, accurate, and truthful information when registering for your account, and you must keep that information up to date. You are responsible for safeguarding the password that you use to access your account or any secure areas of the Sites. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your password.

Prohibited Uses

The Sites and Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Sites and Services. In addition, and without limitation, you agree that:

1. You will not use the Sites or Services for any purpose that is fraudulent, unlawful, or contrary to these Terms of Use or the policies of Tonic, and you will cooperate fully with Tonic to investigate any suspected unlawful, fraudulent or improper activity.
2. You will not use the Sites or Services to upload, post, e-mail, otherwise transmit, or post links to: (i) any unsolicited or unauthorized advertising or promotional materials; or (ii) content which is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.
3. You will not intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature using the Sites or Services.
4. You will not impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself.
5. You are solely responsible for all equipment necessary to access and use the Sites and Services.
6. You will not attempt to gain unauthorized access to any account information, computer systems or networks associated with the Sites and Services.
7. You will not attempt to obtain any information or materials relating to the Sites and Services through any means not intentionally made available through the Sites.
8. You will not "frame," "mirror" or otherwise copy, redistribute, or recast any portion of the Sites without Tonic Inc.'s express written authorization.
9. You will not encourage or instruct any other person to do any of the foregoing or to violate any term of these Terms of Use.

Third-Party Offerings

The Sites and Services may contain information, products, and services provided by third parties and links (including advertisements) to web sites made available by third parties ("Third-Party Offerings"). This information and these products, services, and links are provided only as a convenience to users of the Sites. Tonic does not control these Third-Party Offerings and does not make any representations or warranties, express or implied, regarding these Third-Party Offerings. Inclusion of any of the Third-Party Offerings in the Sites or Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Tonic Inc. with respect to any third party or its Third-Party Offerings and you access and use such Third Party Offerings at your own risk.

Termination

You may terminate your account with us at any time and for any reason by sending an email to customerservice@tonic.com. We may immediately terminate or suspend your account and/or access to the Sites and Services in the event that you breach these Terms of Use. Upon any termination, your account will no longer be accessible. Notwithstanding the foregoing, we also reserve the right to terminate the Sites, Services or your access thereto at any time and for any reason. After such a termination, you understand and acknowledge that we will have no further obligation to provide the Services. Upon termination, all licenses and other rights granted to you by these Terms of Use will immediately cease. Any suspension or termination will not affect your obligations or our rights under these Terms of Use that, by their sense and context, are intended to survive such suspension or termination (including but not limited to the provisions related to intellectual property ownership, indemnification, and limitations of liability).

Disclaimers

You expressly agree that your use of or interaction with the Sites and Services, and any content, information, or other material available from or through the Sites, is at your own risk and at your own discretion. Except where expressly provided otherwise, the Sites or Services, and any content, information, and other material available through the Sites and your use thereof, are provided on an "AS IS" and "AS AVAILABLE" basis.

Tonic and the Tonic entities (defined below) expressly disclaim all warranties and representations of any kind, express or implied, including but not limited to any representations of any kind, express or implied, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose, non-infringement, course of dealing or course of performance, related to the Sites, Services, site content or these terms of use. Tonic makes no warranty that: (A) the Sites, services or site content will operate or site content will meet your requirements; or (B) the Sites, services or site content will operate or will be available on an uninterrupted, timely secure or error free basis.

Limitation of Liability

Under no circumstances will Tonic Inc., its licensors, its affiliates, or any of their respective employees or agents be liable to you or to any other party for any indirect, incidental, punitive, consequential, special or exemplary damages, or damages for loss of profits, revenue, data or use or for the cost of procuring substitute products and services, incurred by you or any third party, whether based on contact, warranty, tort (including negligence), strict liability or any other legal theory, arising out of or in connection with these terms of use, or your access to our use of the Sites or Services, or any information or other material available from or through the Sites, including as applicable any damages resulting from the interruption, suspension or termination of the Sites or Services in any manner whatsoever, whether the damages are foreseeable and whether or not Tonic has been advised of the possibility of such damages. Without limiting the generality of the foregoing, Tonic aggregate liability to you arising with respect to these terms of use and your access to and use of the Sites or Services will exceed one hundred dollars ($100). You acknowledge that Tonic has set its prices and entered into the agreement in reliance upon the limitations of liability specified herein, which allocate the risk between the parties and form a basis between the parties.

Indemnity

You agree to indemnify, defend and hold Tonic and its officers, directors, employees, successors, agents, affiliates, distribution partners or third-party service providers (collectively, the "Tonic Entities") harmless from and against any claims, liabilities, losses, damages or expenses (including reasonable attorneys' fees and costs) arising out of or in any way connected with: (a) your conduct, including your access to or use of the Sites or Services; (b) any actual or alleged violation or breach of these Terms of Use or any Tonic policies; (c) any breach of any representation or warranty you made hereunder; (d) your violation of rights of privacy, publicity, confidentiality or property; or (e) your actual or alleged violation of any applicable law or regulation. You agree that you are solely responsible for defending any such claim as set forth above, and for payment of losses or damages suffered by, or awarded to, and costs and expenses incurred by, third parties and the Tonic Entities resulting from the foregoing. You agree that you will not enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against you or Tonic, if such settlement or resolution results in any obligation or liability for Tonic. You agree that Tonic will have the right, in its sole discretion, to select its own legal counsel to defend Tonic from any such claim (but by doing so will not excuse your indemnity obligations) and that you will be solely responsible for the payment of all Tonic' reasonable attorneys' fees incurred in connection therewith. You agree to notify Tonic immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges that could affect either party's ability to fully perform its duties or to exercise its rights under these Terms of Use.

Assignment

These Terms of Use will inure to the benefit of Tonic and its successors and assigns. Tonic may freely assign these Terms of Use or any rights hereunder to any third party.

Relationship of the Parties

For purposes of these Terms of Use, you are not an employee or agent of Tonic, and you will not make any representation to the contrary.

Severability and Waiver

In the event that any provision in these Terms of Use is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of Tonic to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision.

Force Majeure

Tonic will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Tonic's infrastructure or connectivity to the Internet, or failure at Tonic' co-location facility, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, Tonic will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

Governing Law

The Terms of Use and the relationship between you and Tonic will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Tonic agree to submit to the personal and exclusive jurisdiction of the courts located in San Francisco County, California.

Entire Agreement

These Terms of Use, as supplemented by the specific additional policies and terms of Tonic referenced herein, are the entire and exclusive agreement between Tonic and you regarding the Sites and Services, and supersede and replace any prior agreements between Tonic and you regarding the Sites and Services.

Notice

Any notice or other communication to be given hereunder will be in writing and given (a) by Tonic via email (in each case to the address that you provide), (b) a posting by Tonic on the Sites, or (c) by you via email to customerservice@tonic.com or to such other addresses as Tonic may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

Questions

If you have questions about these Terms of Use or would like to request a copy of these Terms of Use or any other records relating to these Terms of Use or your use of the Sites and Services, please contact Tonic at customerservice@tonic.com or by sending a written request to Tonic, Inc. at:

Tonic, Inc.
100 View Street, Suite 200
Mountain View, CA 94041