Agreement

CARBON-NEUTRAL CONSULTING LLC SUBSCRIBER AGREEMENT AND TERMS OF USE
FEBRUARY 15, 2021

PLEASE SCROLL DOWN AND READ THE SUBSCRIBER AGREEMENT AND TERMS OF USE BELOW.

This Subscriber Agreement and Terms of Use (this “Agreement”) governs your use of all digital products and services from Carbon-Neutral Consulting LLC that are made available from time to time, including without limitation, any reports, cost calculators, Web pages, newsletters, databases, and information therein (collectively, the “Offerings”), unless other terms and conditions expressly govern.

IMPORTANT NOTICE - BINDING ARBITRATION AND CLASS ACTION WAIVER: BY AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU AGREE THAT ALL DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT FOR CERTAIN LIMITED TYPES OF DISPUTES DESCRIBED IN SECTION 12.1 BELOW. YOUR AGREEMENT TO ARBITRATION MEANS YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND THE RIGHT TO A TRIAL BY JURY, AND INSTEAD, DISPUTES WILL BE DECIDED BY A NEUTRAL ARBITRATOR. YOU ALSO AGREE THAT ALL DISPUTES BETWEEN US, WHETHER IN COURT OR IN ARBITRATION, WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND YOU ARE WAIVING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. PLEASE READ SECTION 12 BELOW OF THIS AGREEMENT FOR FURTHER DETAILS.

By subscribing to The Ammonia Report, you agree to be bound by the terms of this Agreement. If you do not agree to be bound by the terms of this Agreement, you should not proceed with the paid subscription process for the respective Offerings or become a subscriber. To the extent you have access to, or are using, an Offering without having completed our registration process, you are hereby notified that your continued use of the Offering is subject to many of the terms and conditions of this Agreement as explained in Section 7 below.

1. Changes to this Agreement

We may change the terms of this Agreement at any time by notifying you of the change in writing or electronically (including without limitation, by email or by posting a notice on our Web site), that the terms have been “updated” or similar words. The changes also will appear in this document, which you can view at any time by clicking the Terms link on our website. By using an Offering after changes are made to this Agreement you signify that you agree to be bound by such changes

2. Compliance

We are based in the United States and the Offerings are provided from the United States. We make no representation or warranty that an Offering (as defined herein) is appropriate or available for use in other locations. If you use the Offerings from a jurisdiction other than the United States, you agree to do so at your own risk, and you are responsible for complying with any and all local laws applicable to your use of an Offering.

3. Privacy and Your Account

This Privacy Notice describes how we collect, use, and protect your personal information. Your information will be stored and processed in the United States and by using one of our Offerings, you consent to the transfer of information to the United States. ACCESS TO OUR OFFERINGS IS PASSWORD-PROTECTED. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THAT PASSWORD. YOU WILL BE RESPONSIBLE AND LIABLE FOR ANY ACCESS TO OR USE OF AN OFFERING BY YOU OR ANY PERSON OR ENTITY USING YOUR PASSWORD, WHETHER OR NOT SUCH ACCESS OR USE HAS BEEN AUTHORIZED BY YOU OR ON YOUR BEHALF, AND WHETHER OR NOT SUCH PERSON OR ENTITY IS YOUR EMPLOYEE OR AGENT, INCLUDING, WITHOUT LIMITATION, ANY FEE-BASED TRANSACTIONS. IF YOU PROVIDE SOMEONE ELSE WITH ACCESS TO YOUR PASSWORD TO AN OFFERING, THEY WILL HAVE THE ABILITY TO VIEW INFORMATION ABOUT YOUR ACCOUNT AND MAKE CHANGES THROUGH THE WEB SITE FOR AN OFFERING. SIMILARLY, IF YOU TELL SOMEONE THE ANSWER TO YOUR SECURITY QUESTION FOR AN OFFERING, THEY WILL BE ABLE TO REQUEST INFORMATION ABOUT AND MAKE CHANGES TO YOUR ACCOUNT. You agree to notify us promptly if you change your billing and delivery addresses and email address so we can continue to contact you and send any notices required hereunder. If you fail to notify us promptly of a change, then any notice we send to your old address shall be deemed sufficient notice.

4. Carbon-Neutral Consulting LLC’s Subscription Fees and Payments

4.1 From time to time, Carbon-Neutral Consulting LLC’s users may be offered access to reports or information in other forms. (“Paid Service”). You agree to pay the subscription fees and any other charges incurred in connection with your account for an Offering (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you have paid by check, we will bill all charges automatically to your credit card. One-time subscription fees are normally billed at the beginning of your subscription as a lump sum and remain in effect for one year, during which subscribers are entitled to any updates, as well as 90 days technical consulting support.

4.2 As a general matter, all fees and charges are non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance and an opportunity to cancel. Please contact us if you need to update your credit card details or you want to use a different credit card. IF YOU BELIEVE SOMEONE HAS ACCESSED AN OFFERING USING YOUR USER NAME AND PASSWORD WITHOUT YOUR AUTHORIZATION, PLEASE NOTIFY US IMMEDIATELY. YOU ARE RESPONSIBLE FOR ANY FEES OR CHARGES INCURRED TO ACCESS AN OFFERING THROUGH AN INTERNET ACCESS PROVIDER.

5. Term; Cancellation and Renewal

5.1 Term and Renewal. This Agreement shall remain in full force and effect while you use the Offerings. Subscriptions become effective on the date payment is received and remain in effect for one year after this date. Annual Subscriptions ARE NOT automatically renewed and there is no need to cancel a subscription.

5.2 Cancellation Policy for other subscriptions. We may cancel your subscription at any time upon notice to you.

6. Subscription Policies

By subscribing to an Offering, you are subject to the Subscription Policies set forth herein. Please read these carefully as they detail our refund, cancellation and pricing policies and other important information. We reserve the right to change these policies at any time.

7. Availability of Offerings through other Platforms; Third-Party Payment Services

7.1 If you access an Offering through a mobile application or other type of third-party platform, the applicable End User License Agreement for the mobile service through which you downloaded the mobile application may apply in addition to the terms of this Agreement and you agree that you are subject to such application or platforms terms in addition to this Agreement.

7.2 With respect to Paid Offerings, we may use a third party not affiliated with us to process payments for an Offering (a “Third Party Processor”). You agree that this Third-Party Processor is solely responsible for controlling, handling, processing, or fulfilling purchases processed through its systems. When using such Third-Party Processor, you may be subject to additional terms of use/service and privacy policy(ies) of the Third-Party Processor.

8. Limitations on Use

8.1 The Offerings are for the direct use of corporate and individual subscribers. Distribution by subscribers to third parties is prohibited. You may not use the Offerings, including without limitation, any Offering made available through an RSS Feed, in any commercial product or service, without our express written consent.

8.2 The text, graphics, images, video, artwork, metadata and other data, design, organization, compilation, look and feel, advertising and all other protectable intellectual property, including but not limited to any copyrights, trademarks, service marks, trade names, trade dress, patent rights, or database rights (the “Content”) available through the Offerings are our property and are protected by copyright and other intellectual property laws. Unless you have our written consent, you may not use, sell, publish, distribute, retransmit or otherwise provide access to the Content received through the Offerings to anyone not directly employed by the subscribing corporate entity.

8.3 Additional Restrictions on Use of the Content.

8.3.1 You agree not to rearrange or modify the Content available through an Offering. You agree not to display, post, frame, or scrape the Content for use on another Web site, app, blog, product or service, except as otherwise expressly permitted by this Agreement. You agree not to create any derivative work based on or containing the Content. The framing or scraping of or in-line linking to the Offerings or any Content contained therein and/or the use of Web crawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on or through the Offerings, other than as expressly authorized by us, is prohibited.

8.3.2 You further agree to abide by exclusionary protocols (e.g., Robots.txt, Automated Content Access Protocol (ACAP), etc.) that may be used in connection with the Offerings. You may not access parts of the Offerings to which you are not authorized, or attempt to circumvent any restrictions imposed on your use or access of the Offerings.

8.3.3 You may not create apps, extensions, or other products and services that use our Content without our written permission. You may not aggregate or otherwise use our Content in a manner that could reasonably serve as a substitute for a subscription to our Offerings.

8.3.4 Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall enforce the same.

8.3.5 You may not access or view the Offerings with the use of any scripts, extensions, or programs that alter the way the Offerings are displayed, rendered, or transmitted to you without our written consent.

8.4 You agree not to use the Offerings for any unlawful purpose. We reserve the right to terminate or restrict your access to an Offering if, in our opinion, your use of an Offering may violate any laws, regulations or rulings, infringe upon another person's rights, or violate the terms of this Agreement.

9. Third-Party Web Sites, Products and Services

Certain sections of an Offering may contain links to, or frame third-party Web sites, content, products and services. (collectively, “Linked Content”). Your use of any Linked Content does not constitute an endorsement by us, nor does it incur any obligation, responsibility or liability on our part or of our affiliates. We do not verify, control or have any responsibility for the Linked Content, including, without limitation, their content and privacy practices, and encourage you to read the terms and conditions and privacy policy on any Linked Content you use.

10. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY.

YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE OFFERINGS IS ON AN "AS-IS", "AS AVAILABLE" BASIS. WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (C) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF AN OFFERING, (D) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, TIMELINESS OR COMPLETENESS OF DATA MADE AVAILABLE IN THE OFFERINGS OR OTHERWISE BY US, INCLUDING ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED IN THE OFFERINGS OR AVAILABLE THROUGH THE OFFERINGS, AND WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE OFFERINGS WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED (A) THAT THE INFORMATION PROVIDED THROUGH THE OFFERINGS WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, (B) THAT THE OFFERINGS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION (C) THAT DEFECTS OR ERRORS IN THE OFFERINGS WILL BE CORRECTED, OR (D) THAT THE CONTENT OF THE OFFERINGS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE OFFERINGS IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THE OFFERINGS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE OFFERINGS.

CARBON-NEUTRAL CONSULTING LLC WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON OR ENTITY AS A RESULT OF YOUR ACCESS OR USE OF THE OFFERINGS OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF CARBON-NEUTRAL CONSULTING LLC HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN CARBON-NEUTRAL CONSULTING LLC’S LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

11. Indemnification

You agree to indemnify and hold harmless Carbon-Neutral Consulting LLC and respective successors and assigns, owners, directors, officers, managers, employees, shareholders, agents, representatives, advertisers, operators, suppliers, service providers and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising in any way out of or in connection with your use of an Offering, or your breach or violation of this Agreement. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.

12. Dispute Resolution, Agreement to Arbitrate, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. THIS SECTION AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT.

12.1 BINDING ARBITRATION. Any and all controversies or claims arising out of or relating to this Agreement or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by binding, individual arbitration, with the limited exception of the following: 1) any statutory or common law claim involving intellectual property, and 2) any claim brought in small claims court where the amount in controversy is properly within the jurisdiction of such small claims court (collectively, the “Excluded Claims”). YOUR AGREEMENT TO ARBITRATION MEANS, EXCEPT FOR THE EXCLUDED CLAIMS, YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, YOU WILL HAVE A HEARING BEFORE A NEUTRAL ARBITRATOR.

12.2 WAIVER OF CLASS ARBITRATIONS AND CLASS ACTIONS. YOU AND CARBON-NEUTRAL CONSULTING LLC AGREE THAT YOU EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A NAMED PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS ARBITRATION, OR ANY FORM OF REPRESENTATIVE PROCEEDING. YOU AGREE THAT FOR ALL DISPUTES BETWEEN US THERE WILL BE NO CLASS ARBITRATIONS OR CLASS ACTIONS IN ANY FORUM. This means that by entering into this Agreement, any arbitration under this Agreement will take place on an individual basis only and the arbitrator shall not allow any class arbitrations or class proceedings, and shall not aggregate claims of multiple parties. This also means that by entering into this Agreement, independent of the agreement to arbitrate and waiver of class arbitration, you are giving up the ability to participate in or bring a class action in court for any and all claims, including but not limited to the Excluded Claims.

12.3 All arbitrations under this Agreement will be administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules (the “Arbitration Rules”). Contact information for the American Arbitration Association, as well as copies of the Rules and applicable forms, are available at http://www.adr.org.

12.4 All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration and class action waiver provisions are for the court to decide. As noted in Section 14 below, Rhode Island law applies to any arbitration under this Agreement, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement.

12.5 In circumstances in which the Arbitration Rules provide for an in-person hearing, such hearing will take place in the State of Rhode Island, unless you and we both agree otherwise in writing. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

12.6 Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the State of Rhode Island.

12.7 To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by both parties.

13. Cookies

We employ cookies that are strictly necessary to facilitate our log-in, authentication, and registration processes. We do not employ cookies for any purposes such as analytics or advertising.

14. General

This Agreement contains the final and entire agreement between us regarding your use of the Offerings and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Offerings. We may discontinue or change the Offerings, or their availability to you, at any time. This Agreement is personal to you, which means that you may not assign or transfer your rights or obligations under this Agreement to anyone, but may be assigned or transferred by us without restriction, notice or other obligation to you No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims and disputes arising from this Agreement will be governed by and construed in accordance with the laws of the State of Rhode Island, United States of America, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for Excluded Claims litigation, and for any other controversy or claim for which arbitration is denied for any reason, will be an appropriate federal or state court with proper jurisdiction located in the State of Rhode Island. Our failure to enforce any provision of this Agreement or to respond to a breach by you or other parties of this Agreement shall not in any way waive our rights to subsequently enforce any term or condition of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If for any reason an arbitrator or court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be invalid or unenforceable, that provision or portion will be enforced to the maximum extent permissible so as to give effect to the intent of the Agreement, and the remainder of the Agreement will continue to be valid and enforceable in full force and effect.


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