Terms of Service

1. General Conditions and Service Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity (collectively, "user", "you", or "your") and Carbon Direct Inc. and any of its affiliates and subsidiaries (collectively, "Carbon Direct," "we," "us," or "our"). These Terms govern your use of the Carbon Direct website (carbon-direct.com) and any other websites, mobile applications, online portals, electronic forms, surveys, or features managed or operated by Carbon Direct (collectively, the "Site") and services offered by Carbon Direct including the ability to access and utilize the greenhouse gas emissions calculator (the "Calculator") and to buy and sell carbon emission offsets (collectively, the "Services").

By accessing or purchasing through the Site, you acknowledge that you agree with these Terms, including our Privacy Policy and Cookie Notice. IF YOU DO NOT AGREE TO BE FULLY BOUND BY THESE TERMS, OR IF YOUR JURISDICTION WILL NOT HONOR THEM, YOU SHOULD NOT USE THE SITE.

These Terms do not alter in any way the terms or conditions of any other agreement you may have with Carbon Direct unless expressly set forth in such agreement.

THESE TERMS INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE SITE OR SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT.

THESE TERMS ALSO INCLUDE A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION, AND A JURY WAIVER, WHICH MEANS YOU WAIVE YOUR RIGHT TO TRIAL BEFORE A JURY.

2. Changes to Terms
Carbon Direct reserves the right to change these Terms at any time upon notice to you which may be provided in any legally permissible means including by (a) updating these Terms and posting them on the Site or (b) emailing the address you provided in your account. You agree to periodically review these Terms for changes. Updated Terms are binding on you as of the effective date indicated in our notice. Your continued use of the Site or Services after the effective date indicates your acceptance of the updated Terms, even if you have not reviewed them. Any new or additional features, tools, sites, portals, or content added to the Site will also be subject to these Terms unless expressly stated otherwise. If at any time you do not agree to the Terms, do not use the Site or Services.

3. General Use and Restrictions

a. Use of Site and Services. The Site and Services are only intended for users who can form legally binding contracts under applicable law. By accessing or using the Site or Services, you represent and warrant that (a) you are at least eighteen (18) years of age, or over the age of majority in the state or country where you are a resident or citizen, and (b) if you are using the Site or entering into Services on behalf of an entity, you are authorized to accept these Terms on such entity's behalf. Use of the Site and Services for any purpose other than as described in these Terms is prohibited. Carbon Direct may monitor, modify, or remove content or Services but does not undertake any duty to do so. YOU MAY NOT SELL OR EXPLOIT CARBON DIRECT CONTENT OR OTHERWISE DISTRIBUTE IT FOR A FEE. YOU WILL NOT USE OR DISCLOSE CARBON DIRECT CONTENT TO ANY THIRD PARTIES EXCEPT AS EXPRESSLY PERMITTED BY THESE TERMS OR TO YOU BY CARBON DIRECT IN WRITING.

b. Restrictions. The Site may contain information, materials, data, text, instructional documents, software, photographs, graphics, music, sounds, videos, and other materials, without limitation (collectively, the "Content"). Content shall also include Project Information, as defined below. All Content is the sole and exclusive property of Carbon Direct or its licensors. Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and Content solely for your own internal and noncommercial purposes. Except as set forth in this section, you may not download, copy, duplicate, modify, distribute, sell, transmit, display, transfer, upload, post, create derivative works of, sublicense, or otherwise provide or assign Content to any third party.

c. Project Information. Carbon Direct uses its scientific expertise, including certain proprietary methods, to develop information ("Project Information"), including as it relates to the validation of carbon offsets or carbon emissions reductions (collectively, "Credits"). Carbon Direct may provide access to certain Carbon Direct Project Information through the Site and Services, but unless expressly set out in a written agreement between you and Carbon Direct, Carbon Direct does not commit to make available any specific Carbon Direct Project Information in connection with a purchase of Credits or otherwise through the Site or Services. Although we endeavor to provide accurate and up-to-date Project Information, such Project Information necessarily includes estimates and approximations, such as information provided by suppliers and other third parties. Carbon Direct cannot guarantee the accuracy of Project Information and shall not be liable for any inaccuracy or inconsistency reflected in any Project Information you receive through the Site or in connection with Services. Additionally, we reserve the right, in our sole discretion, to narrow or modify the scope and nature of any Project Information made available with respect to Carbon Direct Projects for which you have purchased Credits.

d. Further Limitations. Notwithstanding anything to the contrary herein, with respect to the Site and Services, you are not permitted to:

i. remove any proprietary notices, or attempt to disable, bypass, modify, defeat, or otherwise circumvent any authentication or security systems used as part of the Site;

ii. interfere with or disrupt the proper functioning of the Site or Services;

iii. infringe, misappropriate, or violate the intellectual property, proprietary, or privacy rights of any third party;

iv. use the Site or Services for any purpose or in any manner that is unlawful or violates any applicable local, state, national, or international law;

v. provide or upload any Content, data, or information to the Site that contains viruses or malicious code or is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or right of publicity, hateful, or racially, ethnically, or otherwise objectionable, at Carbon Direct's sole discretion;

vi. provide or upload through the Site or Services information, including personal data, of others that you are not authorized to provide;

vii. use the Site and Services to develop applications, websites, or any other functionalities that leverage the Site or Services without Carbon Direct's advance written permission;

viii. access all or any part of Site or Services in order to modify or build a product or service which competes with the Site or Services;

ix. provide to third parties or the public non-public Content, including portions of the Site or material accessed through the Services, or otherwise grant access to the Site or Services, or any part thereof;

x. use the Site or Services, or any information contained thereon, in a way that suggests you are an agent or representative of Carbon Direct, or for any lobbying or political activities; or

xi. cause damage to Carbon Direct's business, reputation, employees, members, facilities, or to any other person or legal entity, at Carbon Direct's sole discretion.

e. Other Data Collection. Any scraping, automated collection, or other unauthorized access to, and storage of, Content or other information from the Site may, at Carbon Direct's sole discretion, result in immediate suspension or termination of your access to the Site and Services.

f. Third-Party Content. Any opinions, advice, statements, assistance, services, offers, or information expressed or made available by third parties through the Site or Services, including users, are those of the respective authors or distributors and not of Carbon Direct.

g. Linked Sites. The Site may contain links to other websites, documents, or other materials that we think may interest you (collectively, "Linked Sites"). Linked Sites are not under the control of Carbon Direct and Carbon Direct is not responsible for their content. The inclusion of a link does not imply endorsement by Carbon Direct or any association with the operators of Linked Sites. Linked Sites may have their own policies and terms. You access Linked Sites at your own risk.

4. Services

By using the Carbon Direct Site, you will be granted access to information relating to certain Carbon Direct Services, including, but not limited to, those listed below. Carbon Direct reserves the right at any time to modify or discontinue any or all Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of any Service.

a. Credit Purchasing. You may elect to purchase Credits from Carbon Direct or from a third party through Carbon Direct, including select Credits made available as part of portfolio offerings. Carbon Direct may purchase Credits in advance from suppliers or registries to satisfy future orders placed through the Services, may group orders together, or may, following receipt of an order, purchase or retire Credits with the applicable supplier or registry on your behalf, depending on the specifics outlined at the time of your purchase. Depending on the purchase terms, Credits purchased from or through Carbon Direct may be retired from the project or portfolio at the applicable time by Carbon Direct, or you may be required to retire such Credits manually.

The price, project name, location, and other select information about Credits is available from Carbon Direct through the Site. All purchases are subject to these Terms and may be subject to additional written agreements between you and Carbon Direct. All prices are subject to change without notice.

Credits purchased from Carbon Direct or from a third party through Carbon Direct may not be resold. Carbon Direct reserves the right to refuse any order you may place with us, and may, at our sole discretion, limit or cancel quantities purchased. If we change or cancel an order, we may attempt to notify you by contacting the email address, billing address, phone number, or other contact means you may have provided through your account or at the time the order was made. Carbon Direct reserves the right to limit or prohibit orders that, in our sole judgment, appear to be placed by a dealer, reseller, or distributor.

b. Greenhouse Gas Emissions Calculator. You may elect to use Carbon Direct's Calculator to estimate carbon dioxide (CO2) emissions and other energy emission and use data. All use of the Calculator service is subject to these Terms and may be subject to additional agreements between you and Carbon Direct. Carbon Direct grants you a non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Calculator and the results generated for your internal business purposes.

The Calculator is produced on a best-efforts basis. Carbon Direct takes reasonable care to ensure that the information and methodology used in the Calculator is accurate and up to date but cannot be held liable for any errors or omissions. You agree that your use of the Calculator is not contingent on the delivery of any future functionality or features.

You are responsible for the accuracy and legality of, and the means by which you have acquired, any data or information you submit to Carbon Direct for use of the Calculator (collectively, "Calculator Inputs"). Carbon Direct may review Calculator Inputs, but is not required to independently verify Calculator Inputs. Carbon Direct shall not be responsible for any obligations in regards to non-public information not otherwise agreed to within these Terms, and shall not be responsible for any liability resulting from your use of Calculator Inputs or Calculator results.

You agree you will not: (i) make the Service available except as set forth herein; (ii) distribute, sell, resell, rent, leave, or otherwise make available the Calculator except as set forth herein; (iii) store or transmit infringing or otherwise unlawful material on the Site or through the Calculator; (iv) store or transmit malicious code or material on the Site or through the Calculator; (v) disassemble, decompile, reverse-engineer, copy, or make derivative works of, or remove any proprietary notices or labels from the Calculator.

The Calculator may contain links to, integrate with, or provide the ability for you or Carbon Direct to access third-party products, websites, or other services (collectively, "Integrations"). Carbon Direct is not responsible for any such Integrations. Carbon Direct may update, upgrade, revise, adjust, or otherwise change the Calculator and its features and functionality at any time, provided that Carbon Direct will not materially decrease the functionality of the Calculator during the applicable term of access.

5. Payment Terms

a. Payment Methods. Carbon Direct may accept payment for Services through major credit cards, certain debit cards, or such other payment methods we may make available to you from time-to-time through the Site (the "Payment Methods"). You are subject to all terms and conditions of the Payment Method you choose, including terms imposed by a third-party payment processor. By submitting an order through the Site, you represent and warrant that you are authorized to use the designated Payment Method and authorize Carbon Direct or its designated payment processor to charge the Payment Method you specify for the purchase amount, including all taxes and fees.

b. Payment Information. Carbon Direct's payment processors may require that you provide certain personal data (e.g., a valid government-issued identification, your legal name, address, and date of birth) for the purpose of making payment through financial institutions and complying with applicable international, national, federal, state, and local laws and regulations. Payment processors may communicate directly with you regarding any issues with a payment.

c. Declined Payment. If a purchase has been declined due to issues with your Payment Method, we may suspend or cancel your order. You are responsible for resolving any problems encountered in order to proceed with your purchase.

6. Ownership and Intellectual Property

a. Protections. Content included on the Site and provided in connection with the Services are protected by copyright, trademark, patent, and other intellectual property and proprietary right laws. All title, ownership, and intellectual property rights in and to the Site or in connection with the Services are owned by Carbon Direct or its licensors. All rights not expressly granted to you by Carbon Direct are reserved. The Site and Content may contain certain licensed materials, and our licensors may protect their rights in the event of any violation of these Terms.

b. Marks. All trademarks, service marks, logos, trade names, and any other proprietary designations of Carbon Direct used herein are trademarks or registered trademarks of Carbon Direct, our affiliates, or suppliers. You may not use any of our trademarks, logos, or trade dress without our express written consent. If you receive such consent, you must use all assets in accordance with our brand guidelines, which may be updated from time to time.

c. Feedback. You may provide feedback to Carbon Direct about the Site or Services. Unless Carbon Direct agrees otherwise in writing, Carbon Direct shall own all feedback, comments, suggestions, ideas, concepts, and changes that you provide to Carbon Direct regarding the Site and Services, and all associated intellectual property rights (collectively, the "Feedback"). You hereby assign to Carbon Direct all of your rights, title, and interest thereto.

7. User Account and Information

a. Personal Information. Our Privacy and Cookies Notice describes our practices and policies related to Carbon Direct's collection, use, and storage of personal data.

b. Account Access. You agree to keep your account information confidential and not provide it to or allow any third party to use your account, and you are solely responsible for all use of your account whether it occurs with or without your knowledge. You agree that all uses of the identifier established for you during a registration or similar process will be attributed to and legally bind you and may be relied upon by us as being a use made by you, even if someone else used your identifier. You agree to notify us immediately if you suspect any unauthorized use of your account or any other breach of security. You may not sell or otherwise transfer your account.

c. User Information. You must provide us with accurate, complete, and current information during your account registration and at all other times, and update all information provided to us so that it remains accurate.

d. Account Termination. Carbon Direct has the right to cancel or suspend your account for any reason or for no reason at any time, as determined in our sole discretion.

8. Indemnification

To the maximum extent allowed by applicable law, you agree to defend, indemnify, and hold harmless Carbon Direct, its officers, employees, agents, partners, suppliers, affiliates, and licensors (collectively, the "Indemnified Parties"), from and against all claims, suits, proceedings, losses, liabilities, and expenses, including attorneys' fees and costs, whether in tort, contract, or otherwise ("Claims"), relating to, arising from, or allegedly arising from (a) your use of the Site, Services, or any other products or services provided by Carbon Direct, (b) any violation of these Terms, and (c) your violation of any other party's rights or applicable law. You agree to cooperate fully in the defense of any of the foregoing. Carbon Direct reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our prior written consent. In such cases where your obligation to indemnify may be limited due to the requirements of national federal, state, or local laws, you shall be responsible for the ordinary negligent acts and omissions of your agents and employees causing harm to persons not a party to these Terms.

9. Limitations and Disclaimers

a. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS MAY BE SET FORTH IN SEPARATE AGREEMENT BETWEEN YOU AND CARBON DIRECT IN WRITING, THE SITE, THE SERVICES, THE CALCULATOR, AND ANY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." CARBON DIRECT DOES NOT WARRANT THAT THE SITE OR ANY CONTENT WILL BE FREE FROM BUGS, DEFECTS, OR ERRORS, OR ACCESSIBLE WITHOUT INTERRUPTION. CARBON DIRECT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE. IN PARTICULAR, TO THE EXTENT LOCAL LAW IMPLIES STATUTORY TERMS WHICH CANNOT BE EXCLUDED, THOSE TERMS ARE DEEMED INCORPORATED INTO THIS DOCUMENT BUT CARBON DIRECT'S LIABILITY FOR A BREACH OF THOSE STATUTORY IMPLIED TERMS IS LIMITED IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN TO THE EXTENT PERMISSIBLE UNDER SUCH LAWS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CARBON DIRECT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER CAUSED BY OR ARISING OUT OF MISREPRESENTATION OR BREACH CAUSED BY SUPPLIERS OR THIRD PARTIES, OR BE DEEMED TO HAVE ASSUMED ANY SUPPLIER OR THIRD PARTY OBLIGATIONS OR LIABILITIES.

b. Exclusion of Certain Damages. IN NO EVENT WILL CARBON DIRECT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE, FOR LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, GROSS NEGLIGENCE, OR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THE SITE, SERVICES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c. Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER THESE TERMS, CARBON DIRECT'S MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THE SITE, CONTENT, OR THESE TERMS WILL BE AT OUR OPTION: (A) SUBSTITUTION, CORRECTION, OR REPLACEMENT OF ALL OR PART OF THE CONTENT, SITE, OR SERVICES CAUSING YOUR DAMAGE (IF ANY); OR (B) THE AMOUNT OF YOUR DAMAGES THAT ARE NOT EXCLUDED AND WHICH YOU ACTUALLY INCUR IN REASONABLE RELIANCE, WHICH AMOUNT WILL BE THE LESSER OF THE AMOUNT YOU ACTUALLY PAID US FOR THE ITEM OR SERVICE CAUSING THE DAMAGE (IF ANY), OR THE AMOUNT OF SAID DAMAGES SO INCURRED. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER THESE TERMS OR RELATED TO THE CONTENT, SITE, WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.

d. Important Notice Regarding Limitations. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN DAMAGES SUCH AS THE LIMITATION OF LOSS OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS). NOTHING IN THESE TERMS WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. IF YOU LIVE OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.

e. Notice to California Residents. BY USING THE SITE OR SERVICES, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN [THEIR] FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY [THEM], WOULD HAVE MATERIALLY AFFECTED [THEIR] SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

10. Dispute Resolution and Arbitration

f. Dispute Resolution. Carbon Direct prefers to resolve disputes amicably and efficiently, and most concerns can be resolved quickly via email. If such efforts are unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). Notice to Carbon Direct should be sent to the mailing address as set forth in Section 16 ("Notice"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Carbon Direct do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Carbon Direct may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Carbon Direct or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Carbon Direct is entitled.

g. Arbitration Agreement. This section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Carbon Direct, whether arising out of or relating to these Terms (including any alleged breach thereof, as well as any dispute related to this Arbitration Agreement), the Site, any Services, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

h. Arbitration. YOU AND CARBON DIRECT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CARBON DIRECT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE (1) PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS, EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

i. Arbitration Proceedings. Arbitration shall be conducted by JAMS, Inc. ("JAMS") pursuant to, and in accordance with: (i) its Comprehensive Arbitration Rules and Procedures that are then in effect, and (ii) the Federal Arbitration Act (9 U.S.C., Secs. 1-16). Such arbitration shall be conducted at a mutually agreeable site in New York, New York before a single arbitrator appointed by JAMS, which arbitrator must be experienced in the discipline that is the subject of the dispute. Judgment may be entered upon the arbitrator's decision in any court of competent jurisdiction. The prevailing party, as determined by the arbitrator, shall be reimbursed by the other party for all costs, expenses, and charges, including, without limitation, reasonable attorneys' fees, incurred by the prevailing party in connection with such arbitration. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

j. Arbitration Changes. Notwithstanding any provision in these Terms to the contrary, if Carbon Direct makes any future change to this Arbitration Agreement (other than a change to the Notice address) while you are a user of the Site or Services, you may reject any such change by sending Carbon Direct written notice within thirty (30) calendar days of the change. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms or accepted any subsequent changes to these Terms.

11. Governing Law and Jury Waiver

k. Governing Law. These Terms will be governed by the laws of the State of New York, without regard to any conflict of law provisions. With respect to any disputes or claims not subject to arbitration, you hereby agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the Southern District of New York.

l. Jury Waiver. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, IF FOR ANY REASON, ANY CLAIM OR CAUSE OF ACTION, OR ANY PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY A PARTY AGAINST THE OTHER PARTY, BASED UPON, ARISING OUT OF, OR RELATED TO THE SITE, CONTENT, OR THESE TERMS, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE, PROCEEDS IN FEDERAL OR STATE COURT, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY. THIS WAIVER APPLIES TO ANY ADDITIONAL TERMS, SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THESE TERMS.

m. Class Action Waiver. IF PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR AN ARBITRATION PROCEEDING ANY CLAIM AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL.

12. Termination

Carbon Direct may deny or suspend access or terminate your use of the Site or any Service in our sole and absolute discretion at any time and without prior notice. We may suspend or terminate the Site and terminate these Terms, in our sole and absolute discretion, at any time and without prior notice and take whatever action we deem necessary to preserve the integrity of the Site and Services. Termination will not limit any of Carbon Direct's rights or remedies. All provisions regarding indemnification, warranty, liability, and limits thereon, and such rights that are otherwise necessary to effectuate the terms contained herein shall survive the expiration or termination of this Agreement. The foregoing does not impair the enforceability of any additional agreements you may enter into with us.

13. International Use

Carbon Direct is headquartered in the United States and that the Site and Services are governed by United States law. If you are using the Site from outside of the United States, your information may be transferred to, stored, and processed in the United States or another location where our servers may be located. Carbon Direct makes no representation that the Site is appropriate or available for use in locations outside of the United States. You may not use the Site if doing so is in violation of applicable law, including United States export laws and regulations. The Site and Services are not intended for use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject Carbon Direct or its affiliates to any registration requirement within such jurisdiction or country.

14. Anonymized Data

Notwithstanding any other provision herein, and subject to any applicable law or regulation, Carbon Direct may use anonymized data for internal and external purposes, including benchmarking, research, statistical analysis, technical support, and other business purposes, provided that Carbon Direct shall not sell anonymized data to any third party for commercial use. Without limiting the foregoing, Carbon Direct will own all right, title, and interest in any intellectual property of any aggregated and de-identified reports, summaries, compilations, analysis, statistics, or other information derived therefrom.

15. General Terms

a. Entire Agreement. These Terms and any (a) notices, terms, or other items incorporated herein, and (b) any additional terms, conditions, or agreements contained on the Site or provided by Carbon Direct in connection with Services constitute the entire agreement between you and Carbon Direct regarding the Site and Services. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and Carbon Direct regarding the subject matter of these Terms.

b. Enforceability and Severability. You and Carbon Direct intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. If any provision of these Terms is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include deletion of specific provisions.

c. Headings. All headings, section names, and titles are for convenience only and have no legal or contractual significance.

d. Assignment. Carbon Direct may assign these Terms, in whole or in part, at any time with or without notice. You may not assign these Terms or assign, transfer, or sublicense any rights or delegate any duties hereunder. No one other than you and Carbon Direct, or Carbon Direct's successors and permitted assigns, will have any right to enforce any of these Terms.

e. Waiver. Carbon Direct's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on Carbon Direct if it is in a written document signed by Carbon Direct.

f. Non-Reliance. Both you and Carbon Direct warrant to each other that, in entering these Terms, neither Carbon Direct nor you have relied on, or will have any right or remedy based upon, any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law.

g. Force Majeure. Carbon Direct is not liable or responsible to you and will not be in default or breach for any failure or delay in our performance when a failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes, or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers including telecommunication breakdowns or power outages.

h. Use of Marks. Carbon Direct may use your name, logo, trademarks, or other distinguishing features (collectively, "Marks") for advertising, marketing, or other business purposes, including to identify you as a client of Carbon Direct. You may not use Carbon Direct's Marks without Carbon Direct's advance written consent. Use of Marks by the other party does not create any ownership right therein.

16. Notices and Disclosures

Carbon Direct may provide all notices or legal process required by any lawful method, including by posting notice on the Site or by sending it to any email or mailing address that you provide to Carbon Direct. For disclosures pertaining to California Assembly Bill (AB) 1305, click here. You agree to provide current and accurate contact information to Carbon Direct and to check for notices posted on the Site. You agree to send Carbon Direct any notice by mailing it to the contact information provided in Section 17("Contact Information").

17. Contact Information

Questions about the Terms or notices should be directed to:
Carbon Direct Inc.
Attn: Legal
17 State Street, Floor 6
New York, NY 10004
legal@carbon-direct.com