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Terms of Services

Last Modified: May1, 2024

Terms of Service

Welcome to CarbonSig! These Terms of Service (these “Terms”) of Carbon Finance Labs, LLC (“Company,” “we,” or “us”) are an agreement that describes your rights and responsibilities as a CarbonSig user. This page explains the terms by which you may access and use our online services, website, software, and documentation provided on or in connection with the service (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, whether or not you are a registered user of our Service. You also understand and acknowledge that your personal information will be collected, used, and otherwise processed in accordance with our Privacy Notice, available at https://carbonsig.com/privacy-policy/ Company reserves the right to modify these Terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access the Service (“Users”), including any Users who may access the Service via our third-party reseller partners (each a “Reseller”), and any Resellers who access the Service. These Terms and any written agreement by which you sign up for the Service (“Order Form(s)”) (or, if applicable, your written agreement with a Reseller) together with all documents referenced herein form the “Agreement” between you and us. 

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 15.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 15.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 15.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Our Service

Company provides a cloud based software platform (the “Platform”) that allows Users to capture, model, record, and transfer carbon emissions associated with their production of goods and services via Certificates and facilitates interactions between Users regarding the transfer and viewing of Certificates. As used herein, a “Certificate” means a report of carbon emissions associated with one or more products generated by or on behalf of a User via the Platform. 

1.1 Eligibility; Authorized Representatives
This is a contract between you and Company. “You” or “Customer” is either you, if you are an individual entering into the Agreement on your own behalf, or the organization that you represent in agreeing to the Agreement. You must read and agree to these Terms before using the Company Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Company, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. If you signed up for access to the Service using your corporate email domain or are otherwise using the Service on behalf of a business entity or other organization, the business entity or other organization on whose behalf you signed up is the Customer/you. By signing up on behalf of your business entity or other organization, you represent and warrant that you have all right, power, and authority to bind such entity or organization to the Agreement. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Company. If the Agreement authorizes the resale or supply of the Service under a reseller program, then all references to “you” or “Customer” in these Terms shall be deemed to include Reseller (except as may be expressly modified by a separate written Reseller agreement).  

Individuals authorized by you to access the Service (each an “Authorized Representative”) may submit content or information to the Service, which constitutes User Content (defined below), and you will have the sole right and responsibility for managing your use of it. You will be solely responsible for all of the acts and omissions of your Authorized Representatives in relation to the Service and the Agreement. You will (a) inform Authorized Representatives of all your policies and practices that are relevant to their use of the Service; and (b) obtain all rights, permissions or consents from Authorized Representatives and your other personnel that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of User Content and the operation of the Service.

1.2 Limited License
Subject to your complete and ongoing compliance with these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service and in accordance with the Documentation (defined below). From time to time we may make available product documentation for the Service, including usage guidelines and principles (the “Documentation”) via a method of our choosing (e.g., via the Service). We grant to you a non-sublicensable, non-transferable, non-exclusive, limited license for you and your Authorized Representatives to use the Documentation to support your use of the Service. Company reserves all rights not expressly granted herein in the Service and the Company Content (as defined below). Company may terminate this license at any time for any reason or no reason.

1.3 User Accounts
To access most features of the Service, you must register for an account. Your account on the Service (your “User Account”) gives you access to certain services and functionality that we may establish and maintain from time to time and in our sole discretion. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you connect to the Service via a Reseller, you give us permission to access and use your information provided to such Reseller for purposes of establishing your User Account and you authorize such Reseller to take certain actions on the Platform on your behalf, subject to the terms of your agreement with Reseller. IF YOU CONNECT TO THE SERVICE VIA A RESELLER, COMPANY WILL NOT BE A PARTY TO OR HAVE ANY OBLIGATION TO MONITOR ANY INTERACTION BETWEEN YOU AND ANY RESELLER AND COMPANY SHALL HAVE NO LIABILITY FOR YOUR INTERACTIONS WITH SUCH RESELLERS, OR FOR ANY RESELLERS’ ACTION OR INACTION.

You may never use another User’s User Account without permission. When creating your User Account, you may be required to provide us with some information about yourself, such as a username, email address, or other contact information. You must provide accurate and complete information, and you must keep this information up to date. When you register, you will be asked to provide a password. You must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account. You must notify Company immediately of any breach of security or unauthorized use of your User Account. Company will not be liable for any losses caused by any unauthorized use of your User Account.

You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing Company your email address you consent to our using the email address to send you Service-related notices, such as notices of requests from other Users, notices of Service-related disruptions, and any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

1.4 Changes to the Service
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

1.5 Beta Products
Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products are made available on an “as is,” and “as available” basis and, to the extent permitted under applicable law, without any warranties or contractual commitments we make for the Service.

1.6 Trials
If designated on the applicable Order Form, you may use the Service in accordance with this Agreement for the limited trial period designated on the Order Form or such other period as may be specified by Company (the “Trial Period”) (such Service plan, a “Trial”). Trials are permitted solely for your internal use during the Trial Period subject to the terms of the applicable Order Form. Trials may not include all features or functionality offered as part of the Service. NOTWITHSTANDING ANYTHING TO THE CONTRARY THIS AGREEMENT. WE DO NOT PROVIDE ANY WARRANTY OR INDEMNIFICATION OF ANY KIND WITH RESPECT TO THE SERVICE DURING THE TRIAL PERIOD.

1.7 Service Location
The Service is primarily controlled and operated from facilities in the United States. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

2. Use of the Service

2.1 General 
You must comply with the Agreement and ensure that your Authorized Representatives comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by your removal of certain User Content (defined below), we may ask you to take direct action rather than intervene. However, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the Service, Authorized Representatives, other Users, or any other third parties.

2.2 Service Rules
You agree not to engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (b) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Company grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (c) transmitting spam, chain letters, or other unsolicited email; (d) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (e) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (f) uploading invalid data, viruses, worms, or other software agents through the Service; (g) collecting or harvesting any personally identifiable information, including account names, from the Service; (h) using the Service for any commercial solicitation purposes; (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (j) interfering with the proper working of the Service; (k) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (l) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or (m) otherwise using the Service except as expressly directed in the Agreement and in accordance with the Documentation.

3. User Content

3.1 Definition
The Service allows Users to submit, provide, display, model, upload or otherwise make available carbon emissions data, and other related information and content (any such materials a User submits, provides, displays, models, uploads, or otherwise makes available on the Service is referred to as “User Content”). Some areas of the Service allow Users to publish, transfer, or otherwise make public certain User Content via Certificates or contribute certain User Content to the Service for use by other Users (any such materials a User publishes, transfers, makes public or contributes for use by other Users is referred to as “Public Content”). Any portion of the User Content that you do not publish, transfer or otherwise make available to the other Users is referred to as “Private Content”.

3.2 Proprietary Rights in User Content
SUBJECT TO THE LICENSES SET FORTH IN THESE TERMS, WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS. However, you understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with your Public Content. By publishing or sharing Public Content through the Service, you agree to allow others to view, edit, share, and/or interact with your Public Content in accordance with these Terms. You are under no obligation to publish or share your User Content as Public Content and we will not make your Private Content available as Public Content without your affirmative action authorizing such publishing or sharing. If you do not agree to abide by the applicable terms for your Public Content, then you should not authorize such publishing or sharing. Company has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

Subject to the licenses granted under these Terms, you shall retain all right, title and interest (including any and all Intellectual Property Rights (defined below)) in and to the Private Content. By submitting, uploading, posting, displaying, providing, publishing, sharing, or otherwise making available any Private Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Company a non-exclusive, worldwide, irrevocable, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display the Private Content in order to: (a) provide the Service to you; (b) improve Company’s products and services, to develop new products and services, and for its other internal business purposes; and (c) perform such other actions as authorized or instructed by you.

By submitting, uploading, posting, displaying, providing, publishing, sharing, or otherwise making available any Public Content, including Certificates, on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Company a royalty-free, sublicensable (through multiple tiers), transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Public Content and your name, voice, and/or likeness as contained in your Public Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Company’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your Public Content, and to use, reproduce, distribute, display and perform such Public Content as permitted through the functionality of the Service and under these Terms. 

3.3 Warranties Regarding User Content
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

  • You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use.

  • You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.

  • Your User Content and Company’s use thereof as contemplated by these Terms and the Service will not violate any law or violate, misappropriate or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

  • Company may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

  • You will not upload or make available through our Service: abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful racially, ethnically, or otherwise objectionable content; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without their consent; and/or spam, machine-generated content, or unsolicited messages.

  • All your User Content and other information that you provide to us or submit on the Platform is truthful and accurate.

3.4 Responsibility for User Content
We are not responsible for any User Content or the way Customer or its Authorized Representatives choose to use the Service to store or process any User Content. You represent and agree that you are solely responsible for (a) providing notices and obtaining consents as legally required from Customer or its Authorized Representatives for the collection, use, processing and transfer of your User Content in connection with the Service; and (b) ensuring compliance with all laws in all jurisdictions that may apply to your User Content provided hereunder, including but not limited to all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security. Unless otherwise agreed to in writing, Customer may not submit any User Content that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children’s Online Privacy Protection Act (COPPA), or the General Data Protection Regulation (GDPR) or any other data which is considered to be sensitive or which could give rise to notification obligations under applicable data breach notification laws. We do not make any representations as to the adequacy of the Service to process your User Content or to satisfy any legal or compliance requirements which may apply to your User Content, other than as described herein and for the limited purpose of transacting on the Platform as described in Section 1 of these Terms.

Company takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You agree that we are only acting as a passive conduit for the online distribution and publication of Users’ User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise unsuited to your purpose, and you agree that Company shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

4. Our Proprietary Rights

4.1 Company Content
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, data, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, User Content belonging to other Users, Third-Party Components (defined below), Third-Party Products (defined below), and the Documentation, and any intellectual property Company develops hereunder, and any derivatives thereof (the “Company Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Company or its respective licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights. Use of the Company Content, including any Company Content embodied in the Certificates, for any purpose not expressly permitted by these Terms is strictly prohibited. You agree that you will not:

  • use, copy, adapt, change, translate, modify, sub-license, sell or distribute all or any portion of the Company Content other than expressly permitted in this Agreement or otherwise expressly required by mandatory law; 

  • reproduce, disseminate or publicly display the Company Content, or any portion or derivation thereof, other than permitted in this Agreement;

  • grant to any third party any rights regarding the Company Content (e.g. sub-licensing right);

  • publish or make available to others derivative databases or datasets or database-like products using all or any portion of the Company Content or derivation thereof;

  • prepare extracts of the Company, or any portion or derivation thereof; 

  • use the Company Content, or any portion or derivation thereof, in any other product or service;

  • use the Company Content, or any portion or derivation thereof, to provide any service for third parties except as permitted in this Agreement;

  • use web crawlers or any other types of software or hardware technology to automatically download or index the Company Content;

  • reverse engineer, decompile and disassemble the Tool to derive the Company Content therefrom; and

  • disclose the your login details for access  to any unlicensed third party, or to allow third parties to access your account, except as otherwise permitted in this Agreement.

4.2 Deidentified and Aggregated Data;
In addition to our rights set forth elsewhere in these Terms, we may deidentify and aggregate User Content and other data relating to the general behavior and characteristics of Users (including Service usage data, diagnostic data, and similar data) so that it can no longer reasonably be used to identify you (“Deidentified and Aggregated Data”). We may use Deidentified and Aggregated Data to, without limitation, (a) analyze the effectiveness of our Service, (b) improve and add features to our Service, (c) train Artificial Intelligence (AI) models, and (d) conduct research. Company owns all right, title and interest in and to the Deidentified and Aggregated Data.

4.2 Feedback
In the event that you submit suggestions, comments, feedback or any other ideas about the Service, including without limitation about how to improve any aspect of the Service or our products, including the Platform (“Feedback”), you hereby assign to Company all right, title and interest in and to the Feedback, including all Intellectual Property Rights therein, and acknowledge that Company: (a) shall own such Feedback; (b) has no obligation to review your Feedback; (c) may implement and distribute any portion of your Feedback for any purpose in any way, without any compensation to you; and (d) has no obligation to keep your Feedback confidential. 

5. User Transactions on the Platform; Certificates

5.1 Generating a Certificate
You understand that once you publish a Certificate, that Certificate enters the public domain and is visible to the public via the Service. Each Certificate is verified on a blockchain, and once published the Certificate cannot be modified or deleted by you. You represent and warrant that, before you publish a Certificate, you will ensure that all User Content embodied in the Certificate complies with these Terms.

5.2 Transferring Certificates 
The Platform allows Users (each a “Transferor”) to transfer Certificates to other Users (each a “Transferee”) through the Service. A Transferor may transfer Certificates to Transferees at its discretion. Such transfers may be subject to third-party arrangements between Transferors and Transferees. You agree that if you choose to transfer a Certificate via the Service you are responsible for determining the terms and conditions applicable to your transfer of the Certificate to the applicable Transferee. Each Certificate may only be transferred using the functionality of the Service (and subject to any associated fees). By transferring a Certificate to a Transferee, you represent and warrant that: (a) you are the sole owner of all rights, including any credits or environmental instruments, transferred in connection with the Certificate; and (b) such rights have not previously been transferred by you to any other person. Company takes no responsibility and assumes no liability for any arrangements that you or any other User enter into regarding the transfer of a Certificate. 

5.3 Use of Certificates
We grant you a license to use our Intellectual Property Rights embodied in the Certificates solely as permitted through the functionality of the Service and under these Terms. Without limiting the generality of the foregoing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Certificates except as permitted through the functionality of the Service and by these Terms. You acknowledge and agree that you will not use any Certificates off of the Platform. Any fraudulent statement, omission, or other misstatement in connection with a Certificate, or fraudulent use or misuse of a Certificate in violation of these Terms may result in the Certificate, including all rights embodied thereby, being revoked and the Certificate being voided.

5.4 No Warranties
We do not verify the accuracy of or make any claims to the accuracy of the Certificates or any information linked to or associated with any Certificate. We disclaim all liability for any misrepresentation, misuse, double counting or duplicate pledging of any Certificate (or environmental instruments embodied thereby).  

6. Paid services

6.1 Billing Policies. 
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms included in the Order Form.

6.2 No Refunds; Cancellation. 
You may cancel your User Account upon thirty (30) days’ notice; however, there are no refunds for cancellation. In the event that Company suspends or terminates your User Account or these Terms for any reason Terms, you understand and agree that you shall receive no refund or exchange for any Certificates, any rights (including environmental instruments) embodied by any Certificates, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content, data or rights (including environmental instruments) associated with your User Account, or for anything else. Upon the termination or suspension of your User Account for any reason: (a) your Private Content will be archived; (b) your Public Content will remain publicly available via the Service; (c) all pending Certificate transfer requests will be revoked, and (d) your rights to receive or transfer Certificates are revoked. Any carbon credits associated with your User Account cannot be removed from the Service, but may be transferred to another User prior to the suspension or termination of your User Account. 

6.3 Automatic Renewal of Subscription Fees. 
Unless the Order Form states otherwise, your subscription to the Service (as set forth in the Order Form) will automatically renew upon the expiration of the initial subscription period for subsequent subscription periods of the same period as the initial subscription period, unless and until a party provides the other party written notice of its intent not to renew the Agreement at least thirty (30) days prior to the end of the then-current subscription period. IF YOU SIGN UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN THE ORDER FORM WILL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. ANY NOTICE OF CANCELLATION MUST BE SUBMITTED IN WRITING AND SENT TO [LEGAL@CARBONSIG.COM] AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

6.4 Payment Information; Taxes. 
We accept various payment methods, including through Stripe, including, without limitation, Mastercard, Visa, and American Express. By using our Service, you agree to be bound by Stripe’s Services Agreement available at https://stripe.com/us/legal. All information that you provide in connection with a purchase or transaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay all applicable taxes, if any, relating to any such purchases and transactions.

6.5 California Residents. 
The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

7. Authorization to Contact

You expressly consent and agree that Company can contact you using written, electronic, or verbal means, including by manual dialing, emails, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry. 

8. Security

We care about the integrity and security of your personal information and Private Content. We use commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Private Content and your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your Private Content or personal information for improper purposes. You acknowledge that you provide your Private Content and personal information at your own risk.

9. DMCA Notice

Since we respect artist and content owner rights, it is Company’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Company’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

  2. Identification of the copyrighted work that you claim has been infringed;

  3. Identification of the material that is claimed to be infringing and where it is located on the Service;

  4. Information reasonably sufficient to permit Company to contact you, such as your address, telephone number, and, e-mail address;

  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

  6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn:         DMCA Notice

                 Carbon Finance Labs, LLC.

Address: 5 Greenway Plaza, Suite 110

                 Houston, TX 77046

Email:   [copyright@carbonsig.com]

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

10. Third Party Terms

10.1 Third-Party Links and Information
The Service may contain links to third-party materials that are not owned or controlled by Company, or allow Users to embed content from other websites, apps or other properties that are not owned or controlled by Company. Company does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If you access a third-party website, information, material, or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Company’s Privacy Notice do not apply to your use of such sites. You expressly relieve Company from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users.

10.2 Third-Party Components
All or some portions of the Service may be subject to additional and/or separate terms and conditions, including but not limited to open source software license and other third-party software license terms and conditions (“Third-Party Components”). Notwithstanding anything in this Agreement to the contrary, to the extent that any such Third-Party Components are distributed by Company to you, all such Third-Party Components are made available on an “as is” basis without warranty of any kind. To the extent there is a conflict between the terms and conditions applicable to any such Third-Party Components and this Agreement, the Third-Party Components terms and conditions shall control.

10.3 Third-Party Products and Services
Company may from time to time make third-party products, services, including proprietary data, provided with, integrated with, or incorporated into the Service (“Third-Party Products”) available to Users or Company may allow for certain Third-Party Products to be integrated with the Service. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. To the extent there is a conflict between the terms and conditions applicable to any such Third-Party Product and this Agreement, the Third-Party Product terms and conditions shall control. You are under no obligation to use any Third-Party Products. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, download or use such Third-Party Products. ALL SUCH THIRD-PARTY PRODUCTS ARE MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. IF YOU USE ANY THIRD-PARTY PRODUCTS, COMPANY WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY PRODUCTS. YOU ACKNOWLEDGE AND AGREES THAT COMPANY WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS TAKEN UNDER YOUR USER ACCOUNT IN CONNECTION WITH ANY THIRD-PARTY PRODUCTS. 

10.4 ecoinvent Third Party Products and Third-Party Components
ecoinvent Association provides certain Third-Party Components and Third-Party Products. The End User License Agreement that governs these Third-Party Components and Third-Party Products is available by online access at EULA_new_branding_08_11_2023.pdf (ecoinvent.org). By agreeing to these Terms you expressly agree to comply with the ecoinvent Association End User License Agreement and, further, agree to comply with any directions given by Company related to the use of such Third-Party Components and/or Third-Party Products provided by ecoinvent Association. 

11. Indemnity

 

You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Service, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

12. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS, AND THOSE MADE ON YOUR BEHALF BY YOUR AUTHORIZED REPRESENTATIVES, WITH OTHER USERS VIA THE SERVICE. COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU, YOUR AUTHORIZED REPRESENTATIVES AND ANY OTHER USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, AND WE SHALL HAVE NO LIABILITY FOR YOUR INTERACTIONS WITH OTHER USERS OR THIRD PARTIES, OR FOR ANY USER’S ACTION OR INACTION.COMPANY MAKES NO REPRESENTATIONS ABOUT AND DOES NOT GUARANTEE, AND YOU AGREE NOT TO HOLD COMPANY RESPONSIBLE FOR: (A) THE QUALITY, SAFETY, ACCURACY OR LEGALITY OF ANY CERTIFICATE OR OTHER INFORMATION PROVIDED BY A USER OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES; (B) ANY OTHER USER-TO-USER OR USER-TO-THIRD PARTY INTERACTION; (C) A USER’S FAILURE TO PROVIDE A CERTIFICATE OR ANY OTHER PROMISED INFORMATION, OR A THIRD PARTY’S FAILURE TO PROVIDE ANY PRODUCTS OR SERVICES OR ANY OTHER PROMISED INFORMATION; (D) THE QUALIFICATIONS, BACKGROUND, OR IDENTITIES OF USERS OR OTHER THIRD PARTIES; (E) THE ABILITY OF A USER TO PAY SUMS DUE IN CONNECTION WITH ANY SERVICES OR PRODUCTS PROVIDED IN CONNECTION WITH THE SERVICE; OR (F) ANY USER CONTENT, AND/OR OTHER STATEMENTS OR POSTS OF USERS. YOU HEREBY IRREVOCABLY AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE WITH RESPECT TO THE FOREGOING.

COMPANY OPERATES AS AN ONLINE PLATFORM THAT RECORDS CARBON EMISSIONS DATA AND TRANSFERS OF CLAIMS AND RIGHTS RELATED TO SUCH DATA BETWEEN. THE SERVICE IS INTENDED AS AN INFORMATION RESOURCE AND NOT AN ADVISORY SERVICE; IT IS YOUR RESPONSIBILITY TO DETERMINE THE QUALITY AND CREDIBILITY OF INFORMATION OBTAINED, AS WELL AS THE REASONABLENESS OF RELYING ON SUCH INFORMATION FOR A PARTICULAR USE. YOU ACKNOWLEDGE, AGREE, AND UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ASSESSING AND VERIFYING ANY INFORMATION ABOUT, OR PROVIDED BY, OTHER USERS AND OTHER THIRD PARTIES, INCLUDING ANY CERTIFICATES OR OTHER USER CONTENT. YOU HEREBY ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR, AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR, THE CERTIFICATES AND ANYTHING ELSE A USER OR THIRD PARTY MAY OFFER OR PROVIDE THROUGH OR IN CONNECTION WITH THE SERVICE INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER DURING THE 12 MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE, OR $50.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

14.1 Governing Law. 
You agree that: (a) the Service shall be deemed solely based in Delaware; and (b) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 15.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

14.2 Arbitration. 
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY.This Section 15.2 applies to and governs any dispute, controversy, or claim between you and Company that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Company, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting these Terms by emailing Company at [legal@carbonsig.com] with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at [legal@carbonsig.com] and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or Delaware, unless you and Company agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the Arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (x) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (y) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (z) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Company agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, any provision of these Terms, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

Nothing in this Section shall be deemed as: preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.  

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

14.3 Class Action/Jury Trial Waiver. 
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND COMPANY AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER COMPANY USERS. YOU AND COMPANY FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

15. General

15.1 Assignment. 
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction, including to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted transfer or assignment in violation hereof shall be null and void.

15.2 Notification Procedures and Changes to these Terms. 
Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Company may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of the terms of these Terms or any future Terms of Service, do not use or access (or continue to access) the Service.

15.3 Entire Agreement/Severability. 
These Terms, together with any amendments and any additional agreements you may enter into with Company in connection with the Service, shall constitute the entire agreement between you and Company concerning the Service. Except as otherwise stated in Section 15.2, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

15.4 Third Party Beneficiaries. 
You agree that any third party licensor providing any Third Party Products or Third-Party Components, including but not limited to ecoinvent Association, may enforce its rights against you as an intended third party beneficiary of this Agreement, even though such licensor is not a party to this Agreement.

15.6 No Waiver. 
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.6 Contact. 
Please contact us at [legal@carbonsig.com] with any questions regarding these Terms.

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