Terms of Service

Welcome to the ZeroMe program – a voluntary sustainable living program that encourages sustainable choices (the “Program”). The Program is paid for by your employer or another organization interested in sustainability (the “Program Sponsor”) and operated by BreakthroughFuel, LLC, a limited liability company organized under the laws of the State of Wisconsin, headquartered at 1175 Lombardi Avenue, Green Bay, WI 54304 (“BTF,” “we,” “us,” or “our”). The Program includes services we deliver through our mobile application.

These Terms of Service (“Terms”) cover the access to and use of the Program, as well as services and products associated with the Program. Please carefully read through these Terms. To join the Program and enjoy the ZeroMe services, you must create an account. By creating an account and checking the “I Agree” box you agree to all the provisions contained in these Terms.

Any rights not expressly granted to you by these Terms are reserved by BTF. If any provision of these Terms is found to be unenforceable, all other provisions will remain unaffected. All provisions of these Terms that relate to ownership of intellectual property, disclaimers, liability and restrictions on access and use of the ZeroMe platform will remain unaffected by the expiration or termination of this Agreement.

A note on Privacy

By accessing or using the Program, you agree that we can collect and use your information in accordance with our Privacy Policy, the terms of which are hereby incorporated into these Terms. Please see our Privacy Policy for information about our data practices, including the collection, use and disposal of your information.

What are the Program qualifications?

In exchange for us providing you access to the Program, you agree to comply with these Terms and applicable laws. Your rights and obligations as a Program member (“Member”) are governed by these Terms. By creating an account and becoming a Member you confirm that you are at least 18 years old, and you promise to abide by these Terms. Your Program Sponsor may also permit you to participate in the Program under the supervision of a parent, legal guardian, or other responsible adult if you are at least 16 years old. Please contact us to confirm your eligibility and to get a copy of our Parental Consent form.

Please note your Program Sponsor may have additional requirements to participate in the Program.

What are my obligations with respect to the Program?

You agree to be honest and truthful in how you participate in the Program. You agree not to impersonate another individual, including your spouse or another Member, or to allow anyone else to participate in the Program using your credentials. You agree that all the information you provide us with will be true, accurate and complete to the best of your knowledge, and you will continue to update the information on your Member profile as it changes. You agree that you will utilize the Program for its intended purpose and not modify or falsify your information. You are fully and solely responsible for all activity on your account, including any inaccuracies in the information you share. We reserve the right

to periodically review your activity information to safeguard against Program abnormalities and Program abuse. You agree to be respectful, non-discriminatory and non-abusive in all your interactions with the Program, including with fellow Members and our employees. If your activity information indicates there may be an abnormality or Program abuse, and we review and reasonably determine such abnormal or abusive action occurred, we reserve the right to take any and all corrective action, including but not limited to (i) sharing your activity information with your Program Sponsor and/or (ii) making adjustments, suspending or terminating your account.

What are the fees for the Program?

Program fees are paid by your Program Sponsor. We do not require any credit card information or bank account information to join or participate in the Program. If anyone contacts you claiming to be BTF and asking for your credit card number or other payment information, please contact us at your earliest convenience.

You may choose to purchase VCUs (as defined below) through our online store.

What are emission offsets and how do I purchase them?

As part of the Program, you may have the opportunity to purchase Verified Carbon Units(“VCUs”) that we will retire in your name. A VCU means a unit equal to one metric ton of Carbon Dioxide Equivalent (CO2e) reduced, avoided, removed or sequestered by a project by reduction in deforestation and/or forest degradation and/or enhancement and conservation of carbon stocks as defined, measured, reported and verified in accordance with the methodology and rules of the applicable voluntary registry.

You are able to select the quantity of VCUs and view the price in the App. To complete a purchase of VCUs, you will be directed to our third-party payment processor (currently Stripe) to enter your credit card payment and complete the transaction. It is your choice to purchase VCUs and provide your credit card information, which will only be requested when you initiate a transaction. Please note that all credit card information is processed by our third-party payment processor. We do not collect, store or process any of your credit card information. We strongly encourage you to carefully read the privacy notice and terms of use of the third-party payment processor, which can be found at: https://stripe.com/.

You will receive an email confirmation of your purchase. All VCUs will be retired within twenty-four (24) hours of confirmation of your purchase. You will receive a certificate of retirement via email that you should retain for your records. PLEASE NOTE THAT VCUS MAY ONLY BE RETIRED ONCE AND RETIREMENT CANNOT BE UNDONE. THEREFORE, ALL VCU ORDERS ARE FINAL AND CANNOT BE REFUNDED ONCE YOU COMPLETE A TRANSACTION.

How long are these Terms valid?

By creating your account, you agree to be bound by these terms. These Terms become effective once you create your account and remain in effect until terminated when your account is canceled. When you create an account, you agree to transact electronically through the mobile application. You agree that your selection of an item, button, icon or other similar action, constitutes your signature as if actually signed by you in writing.

We may update these Terms from time to time. If we update these Terms, you will be notified and required to review and accept such updated terms prior to being able to access the Program. We may correct typographical errors, such as spelling or grammar errors, in the Policy without notifying you.

What are Program Partners?

Your Program Sponsor may choose to enhance the Program by incorporating services from third parties (“Program Partners”). You may link to these Program Partners through our website or mobile application. If you choose a service provided by a Program Partner, we will transfer you to their website and it will be clear that you have transferred to a Program Partner. Each of the Program Partners will have their own terms of use and privacy notices that will govern how they provide you services. Your use of these Program Partners is voluntary and at your own discretion.

How can my account be canceled?

By you: You can cancel your account, and terminate these Terms, for any reason at any time, by submitting an account cancellation request through our Member Services team or by selecting the “Delete My Account” option in your profile through our mobile application. Your request will be sent to your Program Sponsor administrator. Once your account has been deleted, you will receive an email confirmation.

By your Program Sponsor: Your Program Sponsor may terminate your Membership or the Program for any reason at any time, which will result in cancellation of your account.

By us: We reserve the right to review and assess your conduct and compliance with these Terms. If we reasonably believe you violate any of these Terms, we reserve the right to take actions including but not limited to notifying your Program Sponsor and/or adjusting, suspending or terminating your account. If your conduct rises to the level of an illegal act, such as theft or fraud, we may engage law enforcement authorities and cooperate with their investigation. We may also share evidence of any misconduct with your Program Sponsor, who may instruct us to take additional actions, or they may take additional actions on their own as they deem fit.

What happens when my account is canceled?

If your account is canceled, we will notify you that your account and these Terms will terminate after the cancellation process has started. After the cancellation process is completed, you will no longer be able to participate in the Program or access any of the Program services. You will also be unable to earn, receive or redeem any rewards once the cancellation process is completed.

What steps should I take to protect my account?

You agree that you will not knowingly allow any third parties to access your account or to impersonate you to access any part of the Program. You agree to keep your username and password confidential, and you will not share your username and password with third parties, as they can be used to access your account.

If you know or believe your account or login information may have been compromised, please contact us immediately.

What are my rights to access and use the mobile application?

The mobile application (including any and all content, material, page headers, custom graphics, button icons, and scripts and the presentation, arrangement, coordination, enhancement and selection of such and other information in text, graphical, video and audio forms, images, icons, software, designs, applications, data, and other elements available on or through the application) is the property of BTF or its respective owners, as the case may be, and is protected by U.S., Canadian and international copyright, trademark and other laws. Your use of the mobile application does not transfer to you any ownership or other rights in the mobile application or its content. You may use the mobile application and our services only in the manner described expressly in these Terms and subject to all applicable laws. Using the mobile application for any other purpose or in any other manner is strictly prohibited.

We are subject to U.S. and international laws and regulations, including but not limited to export controls and economic trade sanctions laws. Your use of the mobile application is strictly conditioned on your (i) not being located in any jurisdiction subject to embargo by the U.S. government, any government in the European Economic Area (EEA), or by the United Nations (UN), and (ii) not being listed on any list of persons blocked or sanctioned by the U.S., the EEA or the UN. By participating in the Program, you represent to us that you are not prohibited under applicable international laws from receiving such services. Should we discover that you are prohibited from using the Program pursuant to international export controls, economic trade sanctions laws or other laws applicable to us, we reserve the right to immediately terminate your access to the Program without notice or liability. We are under no obligation to apply for or obtain any license to provide you with access to the Program.

BTF hereby grants you a personal, limited, revocable, non-transferrable, non-assignable and non exclusive license to access, read and print the content of the mobile application for your personal, non commercial, and not-for-profit use only. You may not modify any of the pages, nor remove or alter any visible or non-visible identification, marks, notices, or disclaimers. The mobile application, as well as its content may not be copied, imitated, reverse engineered, reproduced, republished, uploaded, posted, transmitted, modified, indexed, cataloged, mirrored or distributed in any way, in whole or in part, without our express prior written consent. You may not use any of the software that is used in the operation or provision of the mobile application except while you are using them in accordance with these Terms.

Are the trademarks on the mobile application protected?

Yes, ZeroMe™ and other marks and logos appearing on the mobile application are registered and unregistered trademarks, or trade names owned by BTF and used under license (collectively “Marks”). Other product and company names and logos may be registered or unregistered tradenames or trademarks of their respective owners. Any use of the tradenames, trademarks, and logos displayed on the mobile application, or any word, term, name or symbol that is likely to cause confusion with respect to your connection or association with us or suggesting our approval or sponsorship is strictly prohibited. Nothing appearing on the mobile application, or elsewhere, shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the web-based platform or mobile application.

What incentives am I eligible to receive?

The types of incentives associated with your Program depend on the design chosen by your Program Sponsor. You may be eligible to earn [points TBD], which can be redeemed for [merchandise, etc. TBD]

(“Rewards”). Please log in to your account in the App to review information about earning and redeeming Rewards.

All Rewards, whether provided by BTF or a Program Partner, are non-transferrable. You are responsible for any applicable sales tax and shipping and handling fees. Depending upon the Reward, special terms and conditions may apply. If the Reward is provided by a Program Partner, the Program Partner’s return policy will apply.

What are the rules of conduct for communicating with others in the Program?

The Program includes a chat feature for you to contact member support. There are no communication channels for Members to communicate with other Members in the Program. You agree to only use the chat feature for support purposes.

Does BTF provide medical advice?

NO, WE DO NOT PROVIDE MEDICAL ADVICE. There may be general information provided on medical or health topics provided as part of the Program. Such information is provided only for educational and informational purposes and should not be used to diagnose or treat any condition. You should consult with your physician or other qualified healthcare provider if you have any healthcare-related questions. Your reliance on any information made available through the Program is solely at your own risk.

Does BTF provide financial advice?

NO, WE DO NOT PROVIDE FINANCIAL ADVICE. There may be general information provided on financial topics as part of the Program. Such information is provided only for general educational and informational purposes. Everyone’s financial situation is different, and you should consult with your own financial, tax and/or legal professionals before taking action on any information.

How are Program errors and problems diagnosed and managed?

From time to time, you may encounter a technical or other problem. In order to review and resolve these errors, we may need to access your Member account. You agree to make your Member account details available to us to allow us to diagnose and resolve the problem. Information about how to contact us is available here: [email protected].

What is BTF’s liability?

You agree we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control.

Other than as expressly set out in this Agreement, BTF does not make any specific promises about the Program, the services or goods made available to you. The Program, as well as all services and goods under this Agreement are provided “AS IS” and “WITH ALL FAULTS.” To the extent permitted by law, we expressly disclaim all warranties and conditions with respect to all equipment, software, goods and services, either express or implied or statutory, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

Our liability may vary based on your country of residence. These Terms, including these limitations of liability, shall continue to apply to the maximum extent permitted by applicable laws. You agree that in

no event shall we be liable to you for any business losses and any liability we may incur for losses you suffer arising from this Agreement shall not exceed $100 (USD) and is strictly limited to losses that were reasonably foreseeable.

What is the applicable law and venue under these Terms?

Except where prohibited by local law, these Terms are governed by and interpreted and enforced in accordance with the laws of the State of Wisconsin, United States. Any dispute between you and BTF is subject to the exclusive jurisdiction of the federal and state courts in Wisconsin, other than for actions to enforce any order or judgment entered by such courts.

If you are not a resident of the USA, and if required by local law, you may bring an action against us in the local courts of your place of domicile and nothing in this Agreement is intended to limit your rights to do so.

We comply with any applicable laws and regulations based on the geographical location you select. You are asked to input your country and, if applicable state, of residence when you create your account. Please keep in mind that we do not independently track geographical location and we are unable to verify that information. Any discrepancy between your true residence and the information disclosed to us, and how that may affect the functionality of the platform, remains your responsibility.

Are these Terms binding on me?

When you create an account, you agree to transact electronically through the App. You agree that your selection of an item, button, icon or other similar action, constitutes your signature as if actually signed by you in writing. By creating your account, you agree to be bound by these terms.

What translation is the official version?

The English version is the only official version of these Terms. We may from time to time provide translations of the Terms to facilitate your access to this information, however, any translation inaccuracies or discrepancies are not binding and will have no legal effect for compliance or enforcement purposes.

How can I contact BTF?

If you have any questions, comments or concerns, about these Terms, or your rights and obligations under this Agreement, you may contact us via email at [email protected] or via the “Contact Us” section of the mobile application.

Alternatively, you can contact us by writing to:

U.S. Venture, Inc.
Attn: ZeroMe Support
1175 Lombardi Avenue
Suite 500
Green Bay, WI 54304

Last Updated: February 27, 2023