Terms of Use | Engine No. 1

Last updated December 07, 2020

Thank you for visiting the website of Engine No. 1 GP LLC (the “Engine No. 1”). By accessing this website (the “Site”), you agree to accept the following terms of use for the use of the Site (“Terms of Use”), which constitute a legal agreement between you and Engine No. 1. If you do not accept these Terms of Use, you may not use the Site. Engine No. 1 reserves the right to modify these Terms of Use without notice, and each use of the Site constitutes your acceptance to be bound by the terms set forth in the Terms of Use as modified at the time of such use.

Permitted Uses of Site and Content

All content, including but not limited to trademarks, service marks, trade names, logos, copyrights and other intellectual property, displayed on the Site (“Content”) are owned by, controlled by or licensed to Engine No. 1. Listed below the are the permitted uses of Content. Engine No. 1 reserves the right to change permitted uses at any time. Engine No. 1 grants you a limited, revocable, nonexclusive and nontransferable right to view, store, bookmark, download, copy and print pages from the Site for your personal and noncommercial use only. Unless you receive Engine No. 1’s written permission in advance, you may not exploit any of the Content commercially, forward it as a mass distribution, or post it on another site.If you link other websites to this Site, you may not imply or suggest that Engine No. 1 has endorsed or sponsored or that Engine No. 1 is affiliated with such websites and you may not display this Site as “framed” within another website.

Prohibited Uses of Site and Content

Engine No. 1 does not grant any license or right to use material on this Site other than those set forth above, and you shall not make any other use of such material without Engine No. 1’s written permission. Without limiting the foregoing: You agree not to copy large portions of the Site (such as by bots, robots or spiders that “harvest” the Site), interfere with the functioning of the Site or restrict or inhibit any others from using the Site. If you download any information or materials from the Site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information or materials. You may not alter or modify the Content in your copies. You may not violate any law, regulation, rule or the intellectual property or contractual rights of others, or attempt to violate the security of this Site or use or gain access to the identities, information, or computers of others through this Site. You may not transmit any virus, worm, or similar system interference through this Site, or decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site, or delete any Content from the Site. Engine No. 1 has the right (but not the obligation) to monitor and record activity on this Site for any unauthorized or objectionable conduct and to take all appropriate actions in response, without notice to you. We may investigate any complaint or reported violation of our policies. We may report any activity we suspect may violate any law or regulation to regulators, law enforcement officials, or other persons or entities we deem appropriate. We may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site or take any other action we deem appropriate. Engine No. 1 reserves the right to change or supplement these policies as to prohibited uses at any time.

Linked Sites

Engine No. 1 does not review or monitor any websites linked from or to the Site and is not responsible for the content of any such websites. Accordingly, Engine No. 1 cannot be held responsible for the information, materials, products or services obtained on or from such other websites, nor will we be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an endorsement, sponsorship, representation or warranty by Engine No. 1 with respect to any such linked websites or the content, products or services contained or accessible through such websites or their operators. Engine No. 1 DISCLAIMS RESPONSIBILITY FOR THE PRIVACY POLICIES AND CUSTOMER INFORMATION PRACTICES OF THIRD-PARTY INTERNET WEBSITES LINKED TO OR FROM THE SITE. Your following links from or to such websites is at your sole risk.

Transmission to and from the Site

Any communication or other material that you send to us through the Internet or post on the Site by electronic mail or otherwise, is and will be deemed to be non-confidential as between you and us, and Engine No. 1 shall have no obligation of any kind with respect to such information. Engine No. 1 will be free to use, for any purpose, and without compensation due or payable to you, any ideas, concepts, know-how or techniques provided by you to Engine No. 1 through the Site.

Disclaimer

Engine No. 1, including partners, employees, affiliates, and agents (collectively “Related Persons”) make no representations or warranties of any kind, express or implied, as to the accuracy, reliability, completeness, availability or other characteristics of the information or materials presented on the Site. Such information or materials are provided “as is” and “as available” and, to the fullest extent permissible pursuant to applicable law, Engine No. 1 specifically disclaims any and all warranties of any kind, express or implied, including but not limited to all warranties of and conditions of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy or completeness. Engine No. 1 does not warrant that the information in this Site is accurate, reliable or correct, that this Site will be available at any particular time or location, or that this Site is free of viruses or other harmful components. Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the Site or made via the Site may not be secure.

Decisions based on information or materials contained on the Site are the sole responsibility of the user, and as consideration for access to the Site, you will be responsible for any liability to Engine No. 1 that arises out of your use of the Site or your breach of these Terms of Use, and you agree to indemnify and hold harmless Engine No. 1 and Related Persons from and against any claims whatsoever and of any nature for damages, losses and causes of action, including but not limited to actions by third parties against you, Engine No. 1 or any of its Related Persons, arising out of or in connection with any decisions that you make based on such information or materials, your use of the Site, or your violation of these Terms of Use.

Under no circumstances should any information or materials presented on the Site be used or construed as an offer to sell, or a solicitation of an offer to buy, any securities, financial instruments, investments or other services. Furthermore, no information or materials contained in the Site should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities. Engine No. 1 will not treat users of the Site as partners, clients, customers or investors by virtue of their accessing the Site.

The Site may contain forward-looking statements, which reflect Engine No. 1’s current views with respect to, among other things, Engine No. 1’s operations and performance. You can identify these forward-looking statements by the use of words such as “anticipate” “approximately,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Engine No. 1 undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Any transactions described on the Site as having been engaged in by Engine No. 1are included as representative transactions and are not necessarily reflective of overall results of any of Engine No. 1’s businesses.

Past performance is not indicative of future results; no representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

Limitation of Liability

ENGINE NO. 1’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ENGINE NO. 1 OR HIS RELATED PERSONS BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE SITE OR ANY INFORMATION OR MATERIALS OBTAINED THROUGH USE OF THE SITE. THIS IS TRUE EVEN IF ENGINE NO. 1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.

APPLICABLE LAW, JURISDICTION AND ARBITRATION

Delaware law governs these Terms of Use. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. All other issues shall be governed by the law of the State of Delaware, without regard to its choice of law rules.

YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND ENGINE NO. 1 AND/OR ANY OF OUR RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND EMPLOYEES. With respect to the resolution of any such controversy, you further acknowledge that:

With respect to the resolution of any such controversy, you further acknowledge that:

arbitration is final and binding on the parties.
the parties are waiving their right to seek remedies in court, including the right to jury trial.
Pre-arbitration discovery is generally more limited than and different from court proceedings.
The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited.

Any arbitration under this User Agreement shall be conducted in San Francisco, CA before a panel of three (3) arbitrators pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, except to the extent that such rules are modified by this User Agreement. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate.

No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated a putative class action in court or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: the class certification is denied; or the class is decertified; or the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this User Agreement except to the extent stated herein.