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 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.
Carbon Direct reserves the right to change these Terms at any time upon notice to you which may be provided 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.
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. 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;
ix. 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
x. 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.
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.
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 and 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.
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.
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.
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.
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.
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 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.
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."
a. 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 14 ("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.
b. 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.
c. 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.
d. 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.
e. 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.
a. 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.
b. 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.
c. 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.
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.
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.
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.
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. 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 22 ("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
We use cookies and similar technologies to collect information and to personalize the site. By continuing to use this site, you consent to the placement of these cookies and similar technologies and to our privacy practices.
Carbon Direct LLC and its subsidiaries (“Carbon Direct”, “we” or “us”) are committed to the lawful, fair, and transparent collection and use of personal data. This notice is intended to help you understand how we collect and use your personal data, as well as how we share, store, and protect that data. If at any time you have questions about this notice, please let us know by contacting us at the information listed below in the section titled.
We may update this notice and any supplemental privacy notices to reflect changes in our practices and applicable law. We will post a notice of any material updates on our sites.
This notice applies to personal data we collect, including through this website, other CD registration or other website, mobile applications, online portals, electronic forms, surveys, interactive exhibits, and any other channel or mobile feature that we operate (collectively, “our sites”). In these instances, the CD is the controller responsible for your personal data.
This notice may be supplemented by a supplemental privacy notice applicable to a particular interaction with us, which may be either embedded in this notice or made available to you separately. We will tell you when a supplemental privacy notice applies.
This notice does not apply to any third-party sites that may link to, or be accessible from, our sites. We are not responsible for any of the content, features, functionality, or privacy practices of other linked sites or services. The data collection and use practices of any linked third-party site will be governed by that third party's applicable privacy notice, statement, or policy, and its terms of use. We encourage you to read them.
We collect your personal data when you voluntarily provide it to us. For example, you may give us: your email address, country of residence, and areas of interest if you choose to receive newsletters, updates, or other information from us; your contact information, and any other personal data you choose to include, if you email, text, or instant message us, or contact us through our sites; and any personal data contained in, or included with, any proposal documents, feedback, comments, photos, videos, or other information you submit via online portals, forms, surveys, or interactive portions of our sites.
It is always your choice whether to provide this personal data. However, some personal data must be provided to participate in certain programs, activities, or events (such as to sign up for a newsletter, apply for a job, or register to participate in one of our events), so the decision not to provide information might limit or eliminate such functions of our sites or your ability to participate in such programs, activities, or events. Please do not disclose more personal data than is requested.
Do not provide personal data about others unless you are authorized or required to do so by contract or applicable law. You may provide personal data on behalf of another person if you have provided them with a copy of this notice and any applicable supplemental privacy notice, and obtained their explicit consent. We may ask you to provide evidence of that notice and consent.
We may receive personal data about you from other sources, including your company/organization, professional references, publicly-available sources, third-party analytics providers, and other third parties. For example, we may receive your personal data if: someone at your company/organization designates you as a contact person for that company/organization or includes information about you in proposal documents; another visitor includes it in any feedback, comments, photos, videos, or other information submitted via online portals, electronic forms, surveys, or interactive portions of our sites; or one of our employees or service providers provides or a third party acting on apparent authority provides it to us when registering you to access our facilities or our sites, apply for a job, or participate in one of our events.
If you make a donation or any purchase via the sites, the transaction may be handled by our service providers or third parties responsible for processing your transaction (“Payment Processors”). Please be aware that Payment Processors have their own privacy policies and those terms will apply to you regarding how that Payment Processor handles your personal data. Depending on your donation or purchase, it may be made via the sites or you may be re-directed to a third-party site for payment. If your donation or purchase is made via the sites, in order for the Payment Processor to process your transaction, we may require payment, credit card, or other credit-related information. If you are re-directed to a third-party site for your donation or purchase, please be sure to review any linked policies provided during payment processing as they will apply to you.
We may use third-party service providers to serve our advertisements across the Internet. These companies may use tracking technologies to collect information about your visits to our sites and other websites and your interaction with our advertising and other communications. Some advertisements may be personalized, meaning that they are intended to be relevant to you based on information collected about your visits to our sites and elsewhere over time. Other companies may also use such technology to advertise on our sites.
You have the choice to tell us not to collect and use this information, and in some jurisdictions, we will only engage in interest-based advertising if you opt-in. If you would like more information about this practice and to know your choices concerning interest-based advertisements, visit: http://www.networkadvertising.org/choices/www.aboutads.info/choices. In Canada, please visit: http://youradchoices.ca/choices/. In the EU, please visit: http://www.youronlinechoices.eu/.
We may collect some personal data automatically. For example, when you visit our sites, we may collect your Internet Protocol (“IP”) address, Internet service provider (“ISP”) information, and browser type and language. We also may use cookies, pixels, and similar technologies to collect data about your interaction with our sites, including, for example, referring webpage, pages visited on our sites, and crash data. In addition, we may link the information we collect automatically or the information from any cookie or pixel with the information you provide in other contexts on our sites (newsletters, etc.) to personalize, connect and streamline your experience when visiting our sites. For example, this may include connecting your use of our site from your desktop, mobile, or other device.
We will not intentionally collect any “special categories of data” under the EU General Data Protection Regulation (GDPR), the UK General Data Protection Regulation (“UK GDPR”), or the Protection of Personal Information Act (“POPIA”) without your explicit consent for one or more specified purposes or as otherwise permitted or required by applicable law. Special categories of data include personal data (a) revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; or (b) concerning health or data concerning a natural person's sex life or sexual orientation.
Our sites are not intended for minors (individuals under the age of 13, or equivalent minimum age depending on jurisdiction), and we do not knowingly collect personal data from minors. If you become aware of any personal data we have collected from a minor, please contact us. If we learn that we have collected personal data from a minor, we will take steps to delete the data without notice as soon as possible.
We may use your personal data to: send you information that you have expressly chosen to receive; review and respond to proposal documents, feedback, comments, photos, videos, or other information you submit via online portals, electronic forms, surveys, or interactive portions of our sites; administer and inform our program strategies; administer, safeguard, and improve our sites, systems, facilities, events, and other business operations; protect our rights and the safety of others; contribute to our archive of information in the public interest; and/or comply with applicable law, court order, subpoena, or legal process served on us.
Additional purposes for using your personal data may be described in a supplemental privacy notice.
If you are in the European Economic Area (EEA), the United Kingdom (UK) or South Africa, we will collect and use your personal data only if we have one or more legal bases for doing so under the GDPR, UK GDPR, or POPIA. The legal bases depend on your interaction with us and our sites. This means we collect and use your personal data only where: you have given your consent for one or more specific purposes; it is necessary to perform a contract we are about to enter into or have entered into with you; it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests; it is necessary to protect the vital interests of you or another natural person; or it is necessary to comply with a legal obligation. We will indicate the legal basis or bases on which we are relying for each purpose. Where we are relying on consent as the legal basis, we will notify you and seek additional consent before using your personal data for a new purpose that is inconsistent with the original purpose for which we collected it.
We may share your personal data with our employees, agents, and affiliates who have a business need to know, our services providers (including contingent workers, consultants, contractors, vendors, and out-sourced service providers) to process it for us based on our instructions and for no other purpose, and with partners that are collaborating with us to fund projects or host events. We do not share your personal data with any third party (including our service providers) for marketing purposes unless you have provided consent for us to do so. If you believe personal data you provided to us is being misused by a third party, please contact us right away.
If you submit feedback, comments, photos, videos, or other information to interactive portions of our sites, such submission may be made publicly available to anyone who visits those areas of our sites. Other visitors may access, re-post, or use such submission. Even if you remove or delete your submission, copies may remain in cached or archived areas of our sites or retained by other visitors. Please use your discretion when submitting personal data in these contexts.
We may share your personal data with law enforcement, other government agencies or authorities, or third parties as required by applicable law, court order, subpoena, or legal process served on us.
Your personal data may be stored in your region or in any other country where we or our service providers have facilities. We may also allow employees and service providers located around the world to access personal data as provided in this notice. If your personal data is subject to GDPR, UK GDPR, or POPIA, we will ensure your legal rights and protections travel with any such “transfer” of your personal data as required by applicable law. We do this by signing “standard contractual clauses” approved by the European Commission that give personal data the same protection it has in the European Union, and/or otherwise requiring that our service providers protect personal data in accordance with applicable law. We will also comply with similar applicable laws regarding the storage and transfer of personal data in other jurisdictions where your personal data may be collected or provided.
We will store your personal data until it is no longer needed to fulfill the purpose(s) for which it was collected or as otherwise required or permitted by law. After such time, we will either delete or anonymize your personal data or, if this is not possible, we will securely store your personal data and isolate it from any further use until deletion is possible. We may dispose of any data in our discretion without notice, subject to applicable law. Please contact us if you would like more details regarding our retention periods for different categories of personal data.
As the transmission of data via the internet is not completely secure, we cannot guarantee the security of your information transmitted to our sites and any such transmission is at your own risk. However, we maintain appropriate technical and organizational measures, including performing regular self-assessments, to prevent unauthorized disclosure of, or access to, personal data. We limit access to personal data and require that employees authorized to access personal data maintain the confidentiality of that data.
Generally, newsletters, auto-generated emails, and updates from us will include links to access, correct, or delete your personal data and to manage any subscriptions directly. If you wish to obtain confirmation that we hold personal data about you, access, correct, or delete your personal data, withdraw any consent you previously provided to us, or object to or restrict our processing of your personal data in any other context, please contact us. We will respond to all legitimate requests within 30 days.
If you do not wish to receive promotional communications from us, you can opt-out by following the instructions contained in the messages you receive. Even if you opt-out of receiving these promotional communications, we reserve the right to send you certain communications relating to our sites, including administrative messages. We do not offer you the opportunity to opt-out of receiving those communications. For more information about interest-based advertising, including how you can manage advertising, please see above “Interest-based advertising.”
To the extent provided by applicable laws (including the GDPR, UK GDPR, and POPIA), you also may have the right to deactivate, block, anonymize, or delete personal data as appropriate; request and receive a copy of the personal data you have provided us and to transmit this data to a third party; and lodge a complaint with the applicable data protection authority.
To exercise any of these rights that you are not able to do directly, please contact us.
When you register to participate in a CD event, we will ask you to provide your name, company/organization, professional title, email address, phone number, emergency contact name and phone number, and any dietary or disability-based accommodation needs. In addition, if you participate as a presenter, panelist, or facilitator at the event, we may collect your photograph and presentation materials. We may also collect feedback and evaluations about you as a presenter, panelist, or facilitator. We may also collect other optional information. We will indicate on the event registration materials which data is required. Please contact us if you have any questions about why certain data is required.
For some large events, you may have the option to download a mobile application (each, a “mobile app”) for participant communication and information sharing. When you download a mobile app, the app store may require the device identifier associated with your device, but neither we nor our mobile app provider will collect any personal data through the mobile app.
For some events and participants, we may offer to book your travel/hotel, arrange ground transportation, or reimburse certain out-of-pocket expenses. If so, we may ask you to provide your full name, gender, date of birth, home airport, airline and seat preference, frequent flyer number, global entry number, special meal needs, hotel preference, and any other travel-related information. If booking international travel, we may ask you to provide your passport number, passport expiration date, and passport country of issuance. If arranging ground transportation, we may ask you to provide your flight arrival/departure information and mobile phone number. If reimbursing expenses, we may ask you to provide your bank account number and other personal data required to transfer funds to you.
We frequently take photos and record audio and/or video in public areas of our events. If so, we may make and store photographs containing your likeness and recordings of your voice and likeness. We may associate your image and the sound of your voice with your name if you are identified during the recording or identify yourself by name.
When you participate in our job application process, we will ask you to provide personal data such as: your name, email address, mailing address, and telephone number; your resume/CV, work experience, educational history, and skills; links to any relevant websites or your LinkedIn profile; whether you are legally authorized to work in the country in which the position you have applied for is located; whether you will require sponsorship to obtain legal authorization to work in a particular country; whether you are 18 years or older; and whether you are currently working for a grantee of ours. In addition, we will ask you to voluntarily provide information regarding your gender, veteran status, ethnicity, and disability status. This information, or your decision not to provide this information, will not impact your application in any way.
Before uploading a resume, please remove any sensitive personal data such as government-issued ID numbers, financial information, photos, dates of birth, etc. We do not require or wish to receive sensitive personal data in a resume.
We may receive personal data about you from other sources, your references, prior employers, a person or company/organization authorized by you to submit an application on your behalf, and/or publicly-available sources.
If we think you might be a good fit for a position, we may ask you to authorize us to obtain a consumer report or investigative consumer report. A consumer report is a report on credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living which is used as a factor in establishing an applicant's eligibility for employment. An investigative consumer report is similar, but the information is obtained through personal interviews with neighbors, friends, associates, or acquaintances. Both kinds of reports may include information from court, administrative, or criminal records if and to the extent permitted by applicable law. If you choose not to provide this authorization upon request, we will not be able to offer you employment.
In addition to the uses specified under the Privacy & Cookies Notice, we may use personal data we collect in this context to: identify and contact applicants; evaluate applicants and make hiring decisions; match applicants to other career opportunities within the; prepare applicants for employment if a job has been offered and accepted; keep records related to our hiring practices; comply with applicable employment-related laws such as checking names against anti-terrorism lists, complying with immigration restrictions, assisting the government in an investigation, or to comply with legal obligations. If you are hired as a CD employee, this information may be used for additional employment and business purposes subject to any internal privacy policies and notices.
We believe our employees should reflect the rich diversity of the global populations we aim to serve, and we support this diversity through all our employment practices. Accordingly, we ask applicants to provide information regarding their gender, veteran status, and ethnicity. If you choose to provide this information, we will keep it separate from your application and use it solely for the purpose of monitoring, informing, reporting on our diversity efforts, and for the purposes of complying with our obligations under employment law to monitor the equality of our employment practices. We process criminal offense data in the context of a consumer report, or consumer investigative report and for the purposes of complying with our obligations to provide a safe workplace for our employees and guests.
We may share your personal data with service providers (including recruiters and other third parties) that assist us with recruiting, application, and employment processes and our affiliates and other third parties with whom you might work if you are offered and accept the job.
We store personal data of all applicants in accordance with the Privacy & Cookies Notice. If you accept a job with us, we may retain your application and any other information we relied on during the application process as part of your employee file. Please note that we have the right to delete accounts and application information at any time, so you may want to retain copies of any information, including resumes/CVs, you provide to us during the application process.
This notice describes the different types of cookies and similar technologies we may use in connection with our sites. Unless you have adjusted your browser setting so that it will refuse cookies, cookies may be issued when you visit our sites. For more information, see managing cookies and similar technologies below. By continuing to use our sites, you consent to the relevant cookies and similar technologies being placed on your computer or device.
Our sites may use cookies, which are small text files stored on your computer or device when you access a website. More information about cookies is available at www.aboutcookies.org. We may use cookies to: (1) allow you to use the sites without having to re-enter your user name and password; (2) understand how you engage with the sites and to enhance or personalize your experience, including across devices; (3) monitor the site usage; (4) manage the sites; and (5) improve the sites and our services, including providing you with interest-based ads. For more information on our advertising, see above: “Interest-based advertising."
We may also use web beacons on our sites, in our emails, and in our advertisements on other websites. Web beacons are tiny graphic images that are used to collect information about your visit to our sites, such as the pages you view and the features you use, as well as information about whether you open and/or act upon one of our emails or advertisements. We may also collect the URL of the website you visited immediately before coming to our sites. Web beacons help us analyze our site visitors' behavior and measure the effectiveness of our sites and our advertising. We may work with service providers that help us track, collect and analyze this information.
If you “opt in” to receive newsletters, updates, or other information from us, our emails may use a “click-through URL” linked to content on our sites. When you click one of these URLs, they pass through a separate web server before arriving at the destination page on our sites. We use this click-through data to help us understand how recipients respond to, or interact with, our emails.
We use third-party analytics services, including Google Analytics and others, to collect information about your use of our sites and enable us to improve our sites. You can learn about Google's practices by going to www.google.com/policies/privacy/partners. Google Analytics and other third-party analytics services use cookies and similar technologies to collect information about use of our sites and to report website trends to us, without identifying individuals to us. We use this information to see the overall patterns of usage on our sites, help us record any difficulties you have with our sites, and tell us whether our communication efforts are effective. We may also link the information provided by third party analytics services with the information we collect, or you provide in other contexts on our site (newsletters, etc.), to personalize, connect and streamline your experience when visiting our sites.
If you choose to share our digital content with friends through social networks, such as Facebook and Twitter, or to watch a video posted to a third-party media site (such as YouTube), you may be sent cookies from these third-party websites. We do not control the setting of these cookies, so please check the third-party websites for more information about their cookies and how to manage them.
You do not need to have cookies enabled to browse our sites unless you want us to remember you and your preferences when you return. If you prefer not to allow cookies, most cookies can be managed or blocked through your browser. However, if your browser is set to reject cookies or you manually delete cookies, you may have some trouble accessing and using some of the pages and features that are currently on our sites, or that we may put on our sites in the future. Note that browser-management tools for cookies are outside of our control and we cannot guarantee their effectiveness.
If you prefer not to be tracked in this way, please do not click text or graphic links in emails you receive from us.
You can opt out of data collection or use by Google and other third-party analytics services we may use on some of our sites.
There is no standard for how online service should respond to “Do Not Track” signals or other mechanisms that may allow you to opt out of the collection of information across networks of websites and online services. Therefore, we do not honor “Do Not Track” signals. As standards develop, we will revisit this issue and update this notice if our practices change. More information about Do Not Track is available at www.allaboutdnt.org.
Mail: Carbon Direct
Attn: Legal
17 State Street New York, NY 10004
Email: legal@carbon-direct.com
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