Master Service Agreement
Carbonflow Corp. Terms and Conditions of Use
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BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF CARBONFLOW, INC.’S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.
As part of the Service, Carbonflow Corp (“Carbonflow” or the “Company”) will provide you with use of the Service, including a browser interface, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Carbonflow website incorporated by reference herein, including but not limited to Carbonflow’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy & Security; Disclosure
Carbonflow’s Privacy and Security policies may be viewed here. Carbonflow undertakes to comply with these privacy and security policies in all respects and at all times except on prior written notice to you. Carbonflow reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users shall receive reasonable communications from Carbonflow from time to time including, but not limited to marketing and other Service-related communications. Note also that because the Service is a hosted, online application, Carbonflow occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a customer of the Service, you agree that Carbonflow can disclose the fact that you are a customer using the Service.
The Service is offered as a Base Platform, various additional Modules, Training and Development. Subscription to the Service must be acknowledged by completion of a separate Order Form for each separate level of Service. The User completing such Order Form, and thereby agreeing to the payment of Fees as set forth in Section 9, is referred to herein as the “Customer”.
2. License Grant & Restrictions
Carbonflow hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Carbonflow and its licensors.
You may not access the Service if you are a direct competitor of Carbonflow, except with Carbonflow’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You shall not access and use the Service for any Project and then remove the Project from the Service with the intent, or having the effect, of avoiding the Payment of Fees to Carbonflow. In any such case, Carbonflow shall be entitled to its Fees in accordance with the payment schedule agreed between the parties.
You may use the Service only for your business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Carbonflow immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Carbonflow immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Carbonflow user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
Carbonflow does not own any data, information or material that you submit to the Service in the course of using the Service (”User Data”). You, not Carbonflow, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data. Carbonflow shall be responsible for the integrity of User Data once it has been entered in the System, but shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data caused by you or your Users. In the event this Agreement is terminated (other than by reason of your breach), User Data will be available on the System for 30 days after termination. Carbonflow reserves the right to withhold, remove and/or discard User Data without notice for any breach, including, without limitation, non-payment. Upon termination for cause, your right to access or use User Data immediately ceases, and Carbonflow shall have no obligation to maintain or forward any User Data.
Notwithstanding your exclusive ownership of User Data, Carbonflow uses the User Data to provide the Services to the User. In addition, Carbonflow shall have the right to utilize User Data for the purpose of abstracting new data from such User Data (“Use Data”). Examples of Use Data include averages and reports based on User’s internal Projects, duration of time a Project has been in the System, etc. You shall maintain exclusive ownership of Use Data but Carbonflow may use it to generate Meta Data or to provide Services to the User who owns it. All of the foregoing are subject to rights of confidentiality as set out in Carbonflow’s security policy.
Carbonflow shall have exclusive ownership of data generated about User Data or Use Data (for example, time stamps on activity, data logs, etc.), or generated from User Data or Use Data from multiple customers, or from combining User Data or Use Data with data input by Carbonflow, or any other data requiring multiparty information to generate (for example, statistical norms and reports, etc.) (“Meta Data”) provided, however, any use by Carbonflow of Meta Data shall exclude individual User and/or Project identities and any information that would be reasonably likely to result in these identities being established by a third party, unless such disclosure is required by applicable laws, used to provide the Services to, or authorized by, the User who owns or provided the User or Use Data in question. Carbonflow may use Meta Data to provide certain of the Services.
In the event that any User Data is disclosed in the public domain through no fault of Carbonflow, Carbonflow shall have the right to use and/or disclose such User Data without limitation. In the event that User Data is disclosed by an authorized User in the System to another User, Carbonflow shall have the unrestricted right to continue to provide access to such User Data to the other User for such period of time and to the extent necessary given the nature of the access originally granted by User. Further, Carbonflow shall have the unrestricted right to disclose User Data if compelled by a court of competent jurisdiction. Carbonflow shall have the right to maintain indefinitely copies of all User Data and Use Data, subject to the restrictions on disclosure set forth above, regardless of whether you continue to use the Service or not.
5. Intellectual Property Ownership
Carbonflow alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Carbonflow Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Carbonflow Technology or the Intellectual Property Rights owned by Carbonflow. The Carbonflow name, the Carbonflow logo, and the product names associated with the Service are trademarks of Carbonflow or third parties, and no right or license is granted to use them.
6. Third Party and Other User Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers, sponsors or other Users showing their goods and/or services through the Service, or otherwise. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party or other User. Carbonflow and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party or other User. Carbonflow does not endorse any sites on the Internet that are linked through the Service. Carbonflow provides these links to you only as a matter of convenience, and in no event shall Carbonflow or its licensors be responsible for any content, products, or other materials on or available from such sites. Carbonflow provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers (including other Users) of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Development Work
Carbonflow’s development work terms and conditions may be viewed at Product Service Terms (the “Development Work Agreement”). Any and all development work or customization requested by you shall be initiated by the completion of a separate Order Form and shall be accomplished by Carbonflow in accordance with the Development Work Agreement. The Development Work Agreement also includes a statement of work that shall be agreed to between Carbonflow and you prior to Carbonflow commencing such work.
8. Training and Support
Any and all training and/or support provided by Carbonflow initiated by the completion of a separate Order Form and shall be shall be accomplished in accordance with Carbonflow’s training and support terms and conditions, including the fee schedule contained therein, which may be viewed at Product Service Terms (the “Training Agreement”).
9. Charges and Payment of Fees
You, as the Customer, shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable, as set forth on the Order Form. Your obligation to make payment under this Agreement commences solely upon your execution of an Order Form, including at the Project Start for the Base Platform, or to purchase other Modules or Services.
To the extent that you are working on a Project in the System and have not executed an Order Form for that Project, or otherwise executed an Order Form or other incorporated agreement permitting use of the System, your use of the System for that Project is limited by the rights and subject to Payment and performance of the Customer, who started the Project in the System and has executed an Order Form for that Project. If you have executed an Order Form, unless otherwise stated therein, Payment shall be made to Carbonflow in the amounts and on terms as indicated on the Order Form. All Payment Amounts shall be due as set forth on the Order Form and shall accrue interest at the rate of 1.5% per month until paid in full for all unpaid amounts more than thirty (30) days past due. If the Order Form includes specific payment or other terms, such terms shall take precedence over the terms of this Section 9.
All pricing terms are confidential, and you agree not to disclose them to any third party.
10. Data Storage
The maximum disk storage space provided to you at no additional charge is as specified at Product Service Terms, and in the online user guide accessible via the Service (the “User Guide”). If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Carbonflow will use reasonable efforts to notify you when the average storage used per Project reaches approximately 90% of the maximum; however, any failure by Carbonflow to so notify you shall not affect your responsibility for such additional storage charges. Carbonflow reserves the right to establish or modify its general practices and limits relating to storage of files and User Data.
11. Billing and Renewal
Carbonflow charges and collects for use of the Service as set forth on the Order Form. Carbonflow will automatically issue an invoice to you each year during the entire Crediting Period of that Project, bill your credit card or as otherwise mutually agreed upon. Fees for other services will be charged on an as-quoted basis. Carbonflow’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, relating to the Services only, excluding only United States (federal or state) taxes based solely on Carbonflow’s income.
You agree to provide Carbonflow with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Organization Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Carbonflow reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless Carbonflow in its discretion determines otherwise all Customers will be billed in Euros.
If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
12. Non-Payment and Suspension
In addition to any other rights granted to Carbonflow herein, Carbonflow reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Customer will continue to be charged for use of the Service during any period of suspension. If you or Carbonflow initiates termination of this Agreement, Customer will be obligated to pay the balance due on the account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that Carbonflow may charge such unpaid fees to Customer’s credit card (if applicable) or otherwise bill Customer for such unpaid fees.
Carbonflow reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Carbonflow has no obligation to retain User Data and that such User Data may be irretrievably deleted if Customer account is 30 days or more delinquent.
13. Termination Permitted Prior to Issuance
This Agreement commences on the Effective Date. Under most circumstances, the Agreement shall remain in force through Issuance of the Emission Credits from the Project and for the entire Crediting Period of that Project. However, either party may terminate this Agreement, or any Project subject to this Agreement, prior to Issuance from that Project, by notifying the other party in writing, and termination shall be effective five (5) business days thereafter.
14. Termination for Cause
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Any breach of your payment obligations or unauthorized use of the Carbonflow Technology or Service will be deemed a material breach of this Agreement. Carbonflow, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. Upon any termination for cause by you, Carbonflow shall refund you any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. Upon any termination for cause by Carbonflow, you shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to Carbonflow for the period prior to the effective date of termination. You agree and acknowledge that Carbonflow has no obligation to retain the User Data, and may delete such User Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
15. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Carbonflow represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
16. Additional Warranties and Disclaimers
Carbonflow warrants that (i) the Service shall perform materially in accordance with the online User Guide, and (ii) the functionality of the Service will not be materially decreased during the term of Service. For any breach of either such warranty, your exclusive remedy shall be as provided in Section 14 (Termination for Cause).
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
17. Mutual Indemnification
You shall indemnify and hold Carbonflow, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the User Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Carbonflow (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Carbonflow of all liability and such settlement does not affect Carbonflow’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Carbonflow shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Carbonflow of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Carbonflow; provided that you (a) promptly give written notice of the claim to Carbonflow; (b) give Carbonflow sole control of the defense and settlement of the claim (provided that Carbonflow may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Carbonflow all available information and assistance; and (d) have not compromised or settled such claim. Carbonflow shall have no indemnification obligation, and you shall indemnify Carbonflow pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
18. Internet Delays
CARBONFLOW’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CARBONFLOW IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DATA LOSE, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
19. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE LOWER OF (i) THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER; OR (ii) 100.000 EUR. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
21. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site (”User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Carbonflow and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government.
22. Notice
Carbonflow may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Carbonflow’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Carbonflow’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Carbonflow (such notice shall be deemed given when received by Carbonflow) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Carbonflow at the following addresses (whichever is appropriate): Carbonflow, inc., 660 Third Street, 1st Floor, San Francisco, CA 94107, addressed to the attention of: Chief Executive Officer.
23. Modification to Terms
FOR CUSTOMERS OF CHARGEABLE CARBONFLOW PRODUCTS AND SERVICES: Carbonflow reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service and providing notice to you in accordance with the provisions of Section 22 (Notice). Continued use of the Service after notification of any such changes shall constitute your consent to such changes, provided, however, that Projects initiated prior to a change shall not be affected by such change.
FOR CUSTOMERS OF FREE CARBONFLOW PRODUCTS AND SERVICES: CarbonFlow reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes, provided, however, that Projects initiated prior to a change shall not be affected by such change.
24. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Carbonflow but may be assigned without your consent by Carbonflow to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Carbonflow directly or indirectly owning or controlling 5% or more of you shall entitle Carbonflow to terminate this Agreement for cause immediately upon written notice.
25. General
This Agreement shall be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, Development Work Agreement or Training Agreement, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Carbonflow as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the other party in writing. This Agreement, together with any applicable Order Form, Development Work Agreement or Training Agreement comprises the entire agreement between you and Carbonflow and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event of a conflict between this Agreement and the Order Form, Development Work Agreement or Training Agreement, the special provisions set forth in the Order Form, Development Work Agreement or Training Agreement shall govern.
26. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: “Agreement” means these online terms of use, any Order Forms, whether written or submitted online, the Development Work Agreement, the Training Agreement and any materials available on the Carbonflow website specifically incorporated by reference herein,; as such materials, including the terms of this Agreement, may be updated by Carbonflow from time to time in its sole discretion; “Carbonflow” means Carbonflow, Inc., a Delaware corporation, having its principal place of business at 660 Third Street, 1st Floor, San Francisco, CA 94107; “Carbonflow Technology” means all of Carbonflow’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Carbonflow in providing the Service; “Certified Emission Reduction” or “CER” means a unit issued pursuant to Article 12 of the Kyoto Protocol as well as all other relevant International Rules and is equal to one metric ton of Carbon Dioxide Equivalent, calculated in accordance with the International Rules; “Clean Development Mechanism” or “CDM” means the mechanism referred to in Article 12 of the Kyoto Protocol; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service, but excludes any and all User Data; “Crediting Period” means the period in which GHG Reductions are verified and certified for purposes of Issuance and which shall commence after the first GHG Reductions are generated by a Project; “Customer” means a User who started the Project in the System and has executed an Order Form for that Project; “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Service; “Emission Credit(s)” means verified emission reductions of greenhouse gas emissions that trade under voluntary or mandatory programs, CO2 or CO2e emission credits or offsets that trade under evolving state or multi-state regulatory programs in the U.S., certified emission reduction credits (CERs), emission reduction units that trade under the Clean Development Mechanism or Joint Implementation mechanisms under the Kyoto Protocol, or any other emission reduction credits, units or offsets generated for the purpose of accounting for the emission of GHGs in any current or future emission reduction scheme; “Greenhouse Gases” or “GHGs” means the six gases listed in Annex A to the Kyoto Protocol; “Initial Term” means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Issuance” means the issuance by a registry administrator of a specified quantity of Emission Credits into a recognized Registry Account. In the case of CERs, “Issuance” means the issuance by the CDM registry administrator of a specified quantity of CERs into the pending account of the Executive Board in the CDM registry upon being instructed to do so by the Executive Board. “Issued” shall be construed accordingly; “List Price” means the license fees owed to Carbonflow for utilization of the Service calculated on number of tons of Emission Credits Issued, as set forth on the Order Form; “Meta Data” means data generated about User Data or Use Data (for example, time stamps on activity, data logs, etc.), or generated from User Data or Use Data from multiple customers, or from combining User Data or Use Data with data input by Carbonflow, or any other data requiring multiparty information to generate (for example, statistical norms and reports, etc.);
“Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the license and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of the Order Form shall prevail); “Organization Administrator(s)” means those Users designated by you who are authorized to purchase the Service online or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; “Project” means the measure, operation or an action that aims at reducing GHG emissions and for which the Service is used to automate the verification, monitoring, delivery and/or distribution of Emission Credit(s); “Project Start” means initiation of use of the Service on any given Project; “Registry Account” means an account specified or nominated by either the buyer or seller in a registry to which Emission Credit(s) are to be delivered; ”Service(s)” means the specific edition of the Carbonflow Technology and Content accessed online or other services identified during the ordering process, developed, operated, and maintained by Carbonflow, accessible via https://my.carbonflow.com/ or https://demo.carbonflow.com/ or another designated web site or IP address, or ancillary online or offline products and services provided to you by Carbonflow, to which you are being granted access under this Agreement, including the Carbonflow Technology and the Content; “Use Data” means data generated or collected in connection with the use by you or your affiliates, or by any User, of the programs or materials licensed herein, including, without limitation, all User Data, for the purpose of enabling Carbonflow to create statistical norms and reports for its Users; “User Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service;
“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Carbonflow at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@carbonflow.com.