"Agreement" means the Terms and Conditions of Use herein.
"Carbon.Credit" is operated by Carbon Credit Market LLC a company founded in the state of Wyoming, US
"Data" means any data input by you or with your authority into the Website.
"Intellectual Property Rights" means any registered or unregistered design rights, patents, copyright, database rights, data protection rights, trade marks, service marks, moral rights, know-how and any other intellectual or industrial property rights, anywhere in the world.
"Member" means any current registered user of Carbon.Credit.
"Service" means all services made available (as may be changed or updated from time to time by Carbon.Credit) via the Website.
"Website" means any of the images, written material, databases, software or other material available on any website owned or operated by Carbon.Credit.
Carbon.Credit (website: https://Carbon.Credit) is a digital asset trading platform that is wholly owned by Carbon Credit Market LLC (hereinafter referred to as Carbon.Credit) was formed in the state of Wyoming
Use of this Carbon.Credit website ("Website") and the service offered on the Website ("Service") are governed by the terms contained on this Terms and Conditions page ("Terms"). This agreement entirely constitutes the agreement between the parties. All other information provided on the Website or oral/written statements made are excluded from this agreement; the exchange policy is provided for guidance only and does not constitute a legal agreement between the parties.
By accessing, viewing or downloading information from the Website and using the Service provided by Carbon.Credit you acknowledge that you have read, understand, and unconditionally agree to be bound by these Terms. Carbon.Credit may at any time, without notice, amend the Terms. You agree to continue to be bound by any amended terms and conditions and that Carbon.Credit has no obligation to notify you of such amendments. You acknowledge that it is your responsibility to check these Terms periodically for changes and that your continued use of the Website and Services offered by Carbon.Credit following the posting of any changes to the Terms indicates your acceptance of any such changes.
The Website and the copyright in all text, graphics, images, software and any other materials on the Website is owned by Carbon.Credit including all trademarks and other intellectual property rights in respect of materials and Service on the Website. Materials on this Website may only be used for personal use and non-commercial purposes.
The Website contents include information provided by third parties. Most of the information on the Securities is provided by third-party investment Sponsors. While Carbon.Credit continually endeavors to provide reasonably and materially correct information, Carbon.Credit cannot verify or guarantee the accuracy or completeness of all information provided by third parties. Carbon.Credit makes no representation, warranty, or assurance that any information posted on the Website or through the Services concerning or by third parties is accurate or complete and has no responsibility or liability for that information. Carbon.Credit disclaims all liability and responsibility arising from any reliance placed on such materials by any User or anyone who may be informed of the content. All statements and/or opinions expressed in third party content are solely the opinions and the responsibility of the person or entity providing the third party content.
You may display on a computer screen or print extracts from the Website for the above-stated purpose only provided that you retain any copyright and other proprietary notices or any Carbon.Credit trademarks or logos, as shown on the initial printout or download without alteration, addition or deletion. Except as expressly stated herein, you may not without Carbon.Credit's prior written permission alter, modify, reproduce, distribute or use in any other commercial context any materials from the Website.
You acknowledge that "Carbon.Credit" and the Carbon.Credit logo are trademarks of Carbon Credit Market LLC. You may reproduce such trademarks without alteration on material downloaded from this Website to the extent authorised above, but you may not otherwise use, copy, adapt or erase them.
You shall not in any circumstances obtain any rights over or in respect of the Website (other than rights to use the Website pursuant to these Terms and any other terms and conditions governing a particular service or section of the Website) or hold yourself out as having any such rights over or in respect of the Website.
Residents of the United States of America or Quebec (Canada) are prohibited from holding positions or entering into contracts at Carbon.Credit. Residents of Cuba, Crimea and Sevastopol, Iran, Syria, North Korea and Sudan, or any other jurisdiction where the services offered by Carbon.Credit are restricted are also prohibited from holding positions or entering into contracts at Carbon.Credit. If it is determined that any Carbon.Credit trading participant has given false representations as to their location or place of residence, Carbon.Credit reserves the right to close any of their accounts immediately and to liquidate any open positions.
Please carefully review these Terms and the Terms of Service. By accessing and using the Carbon.Credit Platform (including by creating an Account (as defined in the Terms of Service) or by purchasing or bidding on any items herein), you are deemed to have read, accepted, executed and agreed to be bound by these Terms (including the Terms of Service as incorporated by reference herein). We may change or amend the Platform or these Terms at any time at our sole and absolute discretion. Any changes to the NFT Terms will be in effect as of the “Last Updated” date referred to at the top of this page. You acknowledge and agree that the form and nature of the Platform, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the NFT Platform.
IF ANY PROVISION OF THESE NFT TERMS OR THE TERMS OF SERVICE OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE NFT PLATFORM AND DO NOT CREATE AN ACCOUNT. YOUR CONTINUED USE OF THE NFT PLATFORM FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE. ARBITRATION NOTICE: THE PLATFORM TERMS CONTAIN AN ARBITRATION AGREEMENT. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION AGREEMENT, YOU AND COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1.1: You will ensure that all usernames and passwords required to access the Website are kept secure and confidential. You will immediately notify Carbon.Credit of any unauthorized use of your passwords or any other breach of security and Carbon.Credit will reset your password.
1.2: When accessing and using the Service, You must:
a) not attempt to undermine the security or integrity of Carbon.Credit's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
b) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
c) not attempt to gain unauthorised access to the computer system on which the Website is hosted or to any materials other than those to which you have been given express permission to access;
d) not transmit or input into the Website any files that may damage any other person's computing devices or software; content that may be offensive; or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use);
e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
f) You will ensure that all usernames and passwords required to access the Website are kept secure and confidential. You will immediately notify Carbon.Credit of any unauthorised use of your passwords or any other breach of security and Carbon.Credit will reset your password;
1.3: Use of the Service may be subject to limitations, including but not limited to transaction volumes and the number of calls permitted to be made against Carbon.Credit's application programming interface. Any such limitations will be advised.
1.4: By registering as a Member you represent and warrant:
a) that you have accepted the Terms; and
b) that you are at least 18 years of age and have the capacity to accept the Terms;
c) that you are the legal owner of the funds you add to your account with Carbon.Credit and that the same funds derive from a legitimate source;
d) that using Carbon.Credit services does not constitute a breach of your home jurisdictions' laws;
e) that you are aware of the risks in using the services provided by Carbon.Credit. These risks include the high volatility risk of digital assets itself, in conjunction with the high volatility of other assets, the fact that you may lose all of the funds in your trading account if the market moves against you;
f) that you will not be involved or initiate any form of market manipulation, including spoofing orders or otherwise;
g) that the information or documents you provide as part of any ID verification process are correct, genuine and up-to-date;
h) that any digital asset withdrawal address you provide is your own and that you have full control over this address;
i) that if you are located in or a resident of the United States of America or Quebec (Canada) you understand and acknowledge that you are prohibited from holding positions or entering into contracts at Carbon.Credit. If you are located in or a resident of Cuba, Crimea and Sevastopol, Iran, Syria, North Korea and Sudan, or any other jurisdiction where the services offered by Carbon.Credit are restricted, you also understand and acknowledge that you are prohibited from holding positions or entering into contracts at Carbon.Credit. You understand and acknowledge that if it is determined that any Carbon.Credit trading participant has given false representations as to their location or place of residence, Carbon.Credit reserves the right to close any of their accounts immediately and to liquidate any open positions.
1.5: You can open an initial account by providing your email address and full name (Initial Account).
1.6: Carbon.Credit reserves the right at any time to verify your identity for the purposes of complying with KYC and AML regulations.
1.7: We impose certain trading limits before you are required to conduct Customer Due Diligence (CDD). You agree to cooperate with us in this process and will provide all documentation/information that we may require to satisfy ourselves of your identity and the purpose of the business relationship.
1.8: We may freeze any Account in the event that we suspect or have reason to believe you are engaged in suspicious trading or other activity or have breached any of the above warranties. This may result in the unwinding of any trades you have entered into. We expressly exclude any losses or profits you would have made as a result of us closing your trade positions early or you not being able to trade on Carbon.Credit and you agree to indemnify us completely against any third party action resulting from your conduct or us having to close your positions early. Whilst your Account is frozen we will conduct an investigation and may require you to cooperate with our enquiries. During the investigation stage you will not be able to make deposits or withdrawals to your Account nor will you be able to trade. At the end of the investigation we may, at our own discretion, decide to close your Account for which we are not required to provide you with any reasons for the same.
1.9: We reserve the right at our own discretion to close your Account with 7 days notice. You will therefore have 7 days in which to close your positions. If at the expiry of that period your positions are still open we will force close them and return to you any remaining digital assets left in your Account.
1.10: It is your responsibility entirely to provide us with correct details including your withdrawal address. We accept no liability resulting in you not receiving the digital assets withdrawn due to you providing incorrect or out-of-date details. It is also your responsibility to ensure transactions sent to Carbon.Credit are well-formatted and denominated in the correct currency. Carbon.Credit excludes all liability for any incorrect transactions, including but not limited to Litecoin sent to Bitcoin addresses.
1.11: It is our responsibility to maintain an orderly market and as such we may at our own discretion halt trading on the Website due to market disruption or other relevant external events. We exclude all liability for any claimed losses or profits lost as a result of us halting trading.
2.1: All intellectual property rights relating to all the material used on the Website including, but not limited to, design, structure, layouts, graphical images and underlying source code belongs to Carbon.Credit. All rights are reserved.
2.2: You acknowledge that, except as otherwise agreed between the parties in writing, all intellectual property rights of Carbon.Credit and the Website shall remain with Carbon.Credit.
2.3: By submitting content to any public area of the Website, including blogs, message boards, and forums, you grant Carbon.Credit a royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also permit any subscriber to access, display, view, store and reproduce such content for personal use.
2.4: By submitting any content to the Website you warrant that you are entitled to and have all necessary intellectual property rights over that content.
4.1: Carbon.Credit may store information about you in a database for internal use only. Carbon.Credit will not disclose your details to any third party unless required by law, unless specifically instructed to the contrary by you.
5.1: Carbon.Credit links to third party websites that are not affiliated or associated with Carbon.Credit (although Carbon.Credit branding, advertisements or links may appear on these websites) and Carbon.Credit may send e-mail messages to you containing advertisements or promotions including links to third parties. Carbon.Credit makes no representation as to the quality, suitability, functionality or legality of the material on third party websites that are linked to, or to any goods and services available from such websites. The material is only provided for your interest and convenience. Carbon.Credit does not monitor or investigate such third party websites and Carbon.Credit accepts no responsibility or liability for any loss arising from the content or accuracy of this material and any opinion expressed in the material should not be taken as an endorsement, recommendation or opinion of Carbon.Credit.
5.2: Under no circumstances are you to create a hyperlink to any of the pages on the Website, unless Carbon.Credit provides you with its prior consent to do so. If you do create a link to any of the pages on the Website, you acknowledge that you are responsible for all direct or indirect consequences of the link, and you indemnify Carbon.Credit for all loss, liability, costs or expense arising from or in connection with the link.
6.1: You acknowledge that: a) You are authorized to access and use the Website; In particular, the jurisdiction where you reside, hold citizenship, or conduct business allows you to utilize Carbon.Credit's services;
b) If you are using the Website on behalf of or for the benefit of any organization then it is assumed that you have the right to do so. The organization will be liable for your actions including any breach of these Terms;
c) Your use of the Website and the Service is at your own risk. You agree that Carbon.Credit is not liable for any damage or harm arising out of your use of the Website and Service;
d) The information provided on the Website is for general information purposes only and is given in good faith. However, the information is selective and Carbon.Credit may not verify all information, which may not be complete or accurate for your purposes and should not be relied upon without further enquiry. The information should not be construed as a recommendation to trade or engage the Service provided by Carbon.Credit in a particular manner; and
e) Carbon.Credit does not warrant that the use of the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website. Carbon.Credit is not in any way responsible for any such interference that prevents your access or use of the Website and the Service.
6.2: Carbon.Credit gives no warranty about the Website. Without limiting the foregoing, Carbon.Credit does not warrant that the Website will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded insofar as is permitted by law including, without limitation, warranties of merchantability, fitness for purpose, title and non-infringement.
6.3: Carbon.Credit has a for profit trading business that, among other things, transacts in products traded on the Carbon.Credit platform. The trading business primarily trades as a market maker. The trading business is organised to be separate and distinct from the platform business. Specifically, no front office personnel are shared between the trading business and the platform, the trading business operates from a separate physical location, and the trading business does not have access to any platform order flow, execution, customer or other information on terms that are not otherwise available to any other platform user. In addition, unless otherwise set forth in the terms of a specific Carbon.Credit product, the trading business receives access and trading privileges only on the same terms as are available to any other user.
6.4: You warrant and represent that you are acquiring the right to access and use the Website and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Website or these Terms.
7.1: Carbon.Credit denies all liability for the timely operation of the Website when used within an Internet environment, where you or a third party is providing the computer equipment upon which the product is depend upon for any part of its functionality.
7.2: By using this service you confirm your understanding that the timely operation of the Internet and the World Wide Web is governed by constraints beyond the control of Carbon.Credit. You accept that Carbon.Credit is not liable for any perceived slow operation of the Website.
7.3: By using this service you accept that all trade executions are final and irreversible.
7.4: By using this service you accept that Carbon.Credit reserves the right to liquidate any trades at any time regardless of the profit or loss position.
7.5: Carbon.Credit does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected, or that the Service will be available at any particular time or location. You assume full responsibility and risk of loss resulting from your use of the Service.
7.6: You acknowledge that it is your responsibility to declare and pay any applicable income, gains, or similar taxes to all applicable tax authorities, make any tax filings, and to pay any and all taxes (“Taxes”) when due in all applicable jurisdictions. Carbon.Credit cannot verify the accuracy of such information or take responsibility for ensuring that Sponsors or Issuers timely or accurately deliver tax forms to Users.
8.1: You agree to indemnify and hold harmless Carbon.Credit, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
9.1: Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
a. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms of Service.
b. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: Yellowheart LLC, 420 East 55th Street, New York, NY 10022. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
c. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms of Service. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1- 800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
d. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
e. Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
f. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
g. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
h. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
i. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
j. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
k. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
l. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
m. Small Claims Court Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
n. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
o. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
p. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York for such purpose.
10.1: In no event will Carbon.Credit, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: * i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Carbon.Credit under this agreement during the twelve (12) month period prior to the cause of action. Carbon.Credit shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE Carbon.Credit ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Carbon.Credit ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.1: All calculations performed by the Carbon.Credit trading engine and as verified by Carbon.Credit are final. As noted in clause 6.1, Carbon.Credit does not warrant that the use of the Website will be uninterrupted or error free.
12.1: You acknowledge that you may have access to certain confidential and proprietary information of Carbon.Credit, Carbon.Credit, Issuers, Sponsors, and others through the Website and the Services. This confidential information includes, but is not limited to, private placement memoranda, business plans, financial projections, financial results, and investment agreements. You agree to treat such information as confidential, not use it for any purpose other than the investment purposes for which the information was provided to you, and not to disclose it to any third party, except (i) as necessary to permit your accountant, lawyer, or investment advisor to provide services other than affecting like transactions; (ii) in connection with an audit or regulatory examination by federal or state regulators; or (iii) as may otherwise be legally required or authorized.
13.1 a) Carbon.Credit reserves the right to seek all remedies available at law and in equity for violations of these Terms, including without limitation, the right to restrict, suspend or terminate your account or deny you access to the Website without notice; and
b) Carbon.Credit shall be entitled to disclose your user identity and personal details if required or requested by a court of law, governmental agency or any other law enforcement authority in such circumstances as Carbon.Credit in its sole discretion considers reasonably necessary or appropriate.
14.1: Any failure or delay by Carbon.Credit to enforce any of the Terms or to exercise any right under the Terms will not be construed as a waiver to any extent of our rights.
15.1: Neither party is liable for delay in meeting its obligations due to any cause outside its reasonable control including acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, Government authority.
16.1: Should any provision of these Terms be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected. If any provision is determined to be unenforceable, you agree to an amendment by Carbon.Credit of such provision to provide for enforcement of the provisions intent, to the extent permitted by applicable law.
17.1: The Terms are governed by and construed in accordance with English common law.