Terms of Service
These Terms of Service ("Terms") represent an agreement between you ("you" or "your") and CarbonCrowd LLC ("CarbonCrowd" or "we" or "our" or "us") that governs your use of any products that we sell directly and/or through any third party, sourced and created directly by us and/or through a third party vendor (collectively, "Products"); and access to and use of our website, products, and services (collectively, "Services"). By purchasing our Products, and/or accessing or using our Services in any way, you agree to these Terms. If you do not agree to these Terms, you are not permitted to utilize our Products, or access or use our Services. Please read these Terms; we are available for your questions.
In these Terms:
- "User" means any person or entity that accesses or uses our Products and/or Services in any way, whether or not they register for an account with CarbonCrowd, including you.
- "Content" means any and all images, text, information, data, audio, video, graphics, computer code, software, and other material provided on or through our Services, including that posted on our Site, app, and/or social media, or sent through email, including Content licensed from a third party.
- “User Content” refers to Content submitted by Users and available through our Services.
- "on our Services" means on the CarbonCrowd website and/or (as applicable) on any CarbonCrowd mobile application.
- "including" means "including but not limited to" unless we specifically indicate otherwise.
- ESSENTIAL TERMS
1.1 You may use our Products and/or Services only if you are legally able to form a binding contract with us. You are not allowed to use our Services if you are a person under the age of thirteen (13). Additional eligibility requirements may apply to some Services, and we will notify you of those requirements in these Terms or otherwise in connection with those Services.
1.2 If you are using our Services on behalf of a company or other entity, you represent and warrant that you are at least eighteen (18) years old, and that you are authorized to bind that company or other entity to these Terms, in which case the terms "you" and "your" in these Terms will refer to the entity that you are binding.
1.3 We offer a variety of Services, and additional guidelines, terms and conditions may apply to some Services ("Service Terms"). By using those Services, you agree to their Service Terms. If any of our Services have Service Terms that conflict with these Terms, those Service Terms will control the extent of the conflict as relates to those Services.
1.5 You will need to register for a CarbonCrowd account in order to use some of our Services. You agree to provide only true and accurate information in connection with your account, and to update all such information as necessary to keep it accurate and current.
1.6 You are responsible for maintaining the confidentiality of your account password, and for all activities that occur under or through your account or password. You agree to notify us immediately if you suspect or become aware of any unauthorized access to or use of your account or password or other breach of security on our Services.
1.7 The permission we give you to register for an account with CarbonCrowd and use our Services under these Terms is non-exclusive and non-transferable. You are not allowed to rent, sell, lease, sublicense or otherwise transfer your CarbonCrowd account, or any access to or use of our Services, to any third party.
1.8 We may reclaim or repurpose any username or URL on our Services, at any time at our sole discretion, for any reason, including if we believe it is necessary to comply with the rights of a third party.
1.9 Some of our Services may be accessible on mobile devices. You agree not to use those Services in a way that distracts you and prevents you from complying with any traffic or safety laws
1.10 You consent to receive communications from us electronically, and you agree that we may communicate with you by posting notices on our Services and/or by email address that you provide through your account. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that all notices we provide to you by email will be considered received by you on the day that we send them. If you register for a CarbonCrowd account or otherwise provide us with an email address, you agree that we are not responsible for any automatic filtering that you or your network provider may apply to any email that we send to the email address you provided. If at any time you would like to withdraw your consent to receive emails, please use the "unsubscribe" button on the email, or contact us at firstname.lastname@example.org to do so, however it is understood and agreed by you that if you withdraw consent, you may not be able to participate in all Services offered.
1.11 You are responsible for providing any equipment (such as computers or mobile devices) and network access necessary for you to use our Services or communicate with us; and any and all further equipment necessary to make use of our Products, such as electrical hookups, waterproofing, etc.; at your own cost.
- OUR PRODUCTS AND SERVICES, LIMITED WARRANTY
2.1 Our Products include the provision of equipment kits for growing your own microgreens at home; and local delivery of live microgreens for your harvesting and enjoyment. Our Services include digital infrastructure for you to improve the world environment and help make our world a greener place, which will evolve as CarbonCrowd grows.
2.2 We make no representations or warranties as to the seed provided in our equipment kits, whether to the quality of the seed, or to the compliance of said seed with relevant laws, and you agree to rely strictly on the representations and warranties provided by the relevant seed company as contained within the package you receive. These Terms hereby incorporate such representations and warranties by the relevant seed company by reference, as if fully set forth herein.
2.4 CarbonCrowd offers a limited 2-year warranty on the LED lighting strip included within our Products (“LED Light”). This limited warranty applies strictly to the Led Light and does not apply to any other equipment or devices included within Our Products. CarbonCrowd warrants the Led Light to be free from defects in materials and workmanship for a period of two (2) years from date of purchase when in normal use, when properly installed and maintained during the warranty period. If failure should occur during the warranty period, CarbonCrowd will repair or replace, at its option, any Led Light that is proven to be defective.
This warranty extends to the original purchaser only. The warranty is conditional upon proper installation, proper use, and proper maintenance of the Led Light and do not include modifications to the Led Light, power surges, or overheating due to external conditions. Normal wear and tear on the Led Light is not covered by any warranty. For the warranty to be valid, the Led Light must be installed and/or used in accordance with applicable electrical codes, and in accordance with the general use and practices set forth in CarbonCrowd’s literature and instruction information for such product. CarbonCrowd disclaims any liability for product warranty or product liability claims that are due to product misuse, improper product selection or misapplication. CarbonCrowd shall not be liable for any delay in or impairment of performance resulting in whole or in part from any circumstance or cause beyond its control. In order to present a warranty claim for an Led Light failure or malfunction, the original purchaser must notify CarbonCrowd in writing of the warranty claim. The notice must be made within 30 days of the malfunction or Led Light failure and contain a copy of the original purchase order or receipt. This claim notice must be emailed to: email@example.com Please include the words "Warranty Claims Department" to help streamline the claims process.
- IP RIGHTS
3.1 All Content is owned by CarbonCrowd or by others who have licensed their Content to us, and is protected by U.S. and international copyright laws, trademark laws, and/or other proprietary rights and laws. Our Services are also protected as a compilation and/or collective work under U.S. and international copyright laws.
3.2 The trademarks, service marks, logos, and product names displayed on or in connection with our Products and/or Services are the registered and unregistered trademarks and service marks of CarbonCrowd or third parties in the U.S. and/or other countries.
3.3 As between you and CarbonCrowd, CarbonCrowd owns and retains, solely and exclusively, all rights, title, and interest in and to our Services, the look and feel, design and organization of our Products and/or Services, all Content, and the compilation of all Content on our Products and/or Services, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights therein.
3.4 Neither these Terms nor your use of our Services grants you any license or permission under any copyright, trademark, or other intellectual property of CarbonCrowd or any third party, whether by implication or otherwise.
3.5 These Terms do not grant you the right to use any of our trademarks, service marks, logos, product names, domain names, or other distinctive brand features in any way.
3.6 We welcome feedback, comments and suggestions about our Products and/or Services; however, you acknowledge and agree that we will have the right to use any and all such feedback, comments and suggestions at our sole discretion, for any and all purposes, commercial or otherwise, without any obligation of any kind to you; and that we will have no obligation to act on, use or respond to any Feedback in any way.
3.7 We reserve all rights not expressly granted to you in these Terms.
- SITE CONTENT
4.1 We value open source software, and some software used in our Services may be offered under an open source license that we will make available to you. The open source license may contain provisions that override some of these Terms as relates to the use of that software.
5.1 You agree that you will not (and will not attempt to, or assist or encourage any other person or entity to):
- submit, post, publish or otherwise provide any User Content on or through our Services, or take any other action in connection with our Services (whether online or offline), that: (i) infringes, misappropriates or violates the rights or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right: (ii) violates (or encourages any conduct that would violate) any applicable local, state, national, or international law or regulation, including any tax law, consumer protection law, or law governing the export or import of data, goods, services or software; or (iii) impersonates or misrepresents your relationship with any person or entity;
- create a false or misleading CarbonCrowd account or User profile with inaccurate or untrue information;
- use our Services to list, market, offer for sale, or sell goods or services without our express prior written permission;
- use our Services or any Content in connection with posting or distributing spam or other unauthorized or unsolicited advertising, promotional messages, or bulk electronic communications;
- collect information about Users (including email addresses) or send marketing email or other promotional communications to Users without their consent;
- access our Services by any means other than the interface and instructions that we provide;
- access, tamper with, or use non-public areas of our Services, our computer systems, or the technical delivery systems of our service providers;
- breach, disable or circumvent any security or authentication measures on or in connection with our Services;
- interfere with the normal operation of our Services or the access of any User, including transmitting any viruses or harmful code, flooding our Services with excessive requests or traffic, or taking any other action that creates (in our sole estimation) an unreasonable or disproportionately large load on our servers or systems;
- decipher, decompile, disassemble, reverse engineer, or otherwise derive or extract any source code or underlying ideas or algorithms of, any of our Services;
- adapt, modify, create derivative works from, or redistribute any of our Services without our express prior written permission;
- use any robot, scraper, spider, or other automatic or manual process to monitor or extract data from our Services without our express prior written permission (we may also use robot exclusion headers within our Services and you agree to comply with all such headers);
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use our Services or any Content to send altered, deceptive, or false source-identifying information;
- mirror, frame or display any part of our Services on any other website or elsewhere without our express prior written permission;
- use any meta-tags or other hidden text or metadata containing any CarbonCrowd trademark, service mark, product name, or URL without our express prior written permission;
- use any CarbonCrowd trademark, service mark, product name, logo or URL in any way that incorrectly suggests our affiliation with or endorsement of any person, entity, event, product or service;
- use any trademark, service mark, product name, logo, trade dress, or design that is in any way confusingly similar to any CarbonCrowd trademark, service mark, product name, or logo, or to the look and feel of any of our Services; or
- remove, conceal, modify or tamper with any copyright, trademark, or other proprietary marking or notice, or any digital watermark or other technical measure used to indicate the source or ownership of any image or other Content.
5.2 Without limiting other rights or remedies, we reserve the right to limit, terminate or suspend any User's account and/or access to or use of any or all of our Services, at any time at our sole discretion, if we believe that such User is violating the rights of any third party, or that such User's conduct may be exposing us or others to legal or financial liability, and we will have no liability to such User for doing so. In any case, we reserve the right to investigate and prosecute violations of these Terms to the fullest extent permitted by applicable law. However, CarbonCrowd takes a strong stance in defense of the freedom of speech, and will therefore take no disciplinary action nor enact any change of employment status against any User for any expression of opinion that they make, which diverges from that of the Company.
- MOBILE APPLICATIONS
6.1 As part of our Products and/or Services, we may offer you the use of CarbonCrowd mobile applications, including applications that may be accessed through the iTunes App Store and/or Google Play Store ("Sourced Apps") and applications that may be accessed by other means.
6.2 Your use of our mobile applications is subject to these Terms and any applicable Service Terms that we may post on our Services or otherwise make available to you in connection with our mobile applications.
6.3 We may update any of our mobile applications without notice, at any time at our sole discretion, and these Terms will apply to any updated versions.
6.4 The following terms and conditions in this section apply to Sourced Apps:
- You agree to use Sourced Apps only on an iPhone/iPad OS product and/or Android product that you own or control, and as permitted by the App Store Terms of Service and/or Google Play Store Terms of Service, as applicable.
- You acknowledge that these Terms are an agreement between you and us, and not with Apple and/or Google; and CarbonCrowd, not Apple and/or Google, is solely responsible for Sourced Apps and the content of Sourced Apps.
- You acknowledge that Apple and/or Google has no obligation whatsoever to furnish any maintenance and support services with respect to any Sourced App.
- If any Sourced App fails to conform to any applicable warranty, you may notify Apple and/or Google, and Apple and/or Google will refund the purchase price for such Sourced App to you. To the fullest extent permitted by applicable law, Apple and/or Google will have no other warranty obligation whatsoever with respect to any Sourced App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of any Sourced App to conform to any warranty will be our sole responsibility. However, please note that we expressly disclaim all warranties to the fullest extent permitted by applicable law (as provided in Section 10 of these Terms).
- You and we acknowledge that Apple and/or Google is not responsible for addressing any claims by you or any third party relating to any Sourced App or your possession and use of any Sourced App, including: (i) product liability claims; (ii) any claim that any Sourced App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and we acknowledge that, in the event of any claim by any third party that any Sourced App or your possession and use of any Sourced App infringes that party's intellectual property rights, as between CarbonCrowd and Apple and/or Google, CarbonCrowd, not Apple and/or Google, will be solely responsible for the investigation, defense, settlement and discharge of such claim to the extent required by these Terms.
- By downloading or using any Sourced App, you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not on any U.S. Government list of prohibited or restricted parties.
- You and we acknowledge that Apple and/or Google, and Apple's and/or Google’s subsidiaries, are third-party beneficiaries of these Terms as relates to Sourced Apps and that, upon your acceptance of these Terms, Apple and/or Google will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms as relates to Sourced Apps.
- OUTSIDE LINKS
7.1 Our Services may include links and features that enable you to access other websites or services, and other websites or services may include links to our Services.
7.2 Such links and features are for convenience only and do not constitute or imply any endorsement, warranty, or assumption of liability of any kind by us with respect to any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
7.3 You are solely responsible for, and assume sole risk arising out of, any use of or reliance on any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
7.4 You acknowledge and agree that the CarbonCrowd Parties (defined below) are not responsible and will not be liable for: (i) the accuracy or availability of any such websites or services; or (ii) any information, materials, goods or services on or available from any such websites or services.
8.1 YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF OUR PRODUCTS AND/OR SERVICES IS AT YOUR OWN RISK, AND THAT OUR SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO OUR PRODUCTS AND/OR SERVICES OR ANY CONTENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH CARBONCROWD AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE "CARBONCROWD PARTIES") EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE CARBONCROWD PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT OUR PRODUCTS AND/OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, COMPLETE, FREE OF ERRORS, SAFE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE USE OF OUR SERVICES IN ANY WAY WILL GIVE RISE TO ANY SPECIFIC RESULTS. APPLICABLE LAW MAY NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
8.2 If the use of our Products and/or Services results in the need for servicing or replacing any equipment, the CarbonCrowd Parties will not be responsible for those costs or losses, and we urge you to back up your data at all times.
8.3 No advice or information (whether oral or written) obtained from the CarbonCrowd Parties, or through our Services or any Content, will create any warranty by us not expressly stated in these Terms or in a separate written agreement between you and us.
- GENERAL RELEASE AND LIMITATION OF LIABILITY
9.1 The CarbonCrowd Parties do not endorse or control, and are not responsible for, liabilities caused by any components included within our Products which are provided by third parties.
9.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPLICITLY STATED IN SPECIFIC AGREEMENTS SIGNED BETWEEN YOU AND CARBONCROWD, YOU RELEASE THE CARBONCROWD PARTIES FROM ALL CLAIMS, DEMANDS, SUITS, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS' FEES), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN CONNECTION WITH: (i) ANY DISPUTES BETWEEN YOU AND ONE (1) OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR PRODUCTS AND/OR SERVICES; (ii) ANY USER CONTENT OR CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY OTHER USER OR OTHER THIRD PARTY IN ANY WAY CONNECTED WITH OUR PRODUCTS AND/OR SERVICES, INCLUDING ANY DEFAMATORY, MISLEADING, OFFENSIVE OR UNLAWFUL CONDUCT OR USER CONTENT, OR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICES, YOUR ACCOUNT OR YOUR USER CONTENT AND/OR INFORMATION; (OR (iii) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS (WHETHER IN PERSON, ONLINE OR OTHERWISE) BETWEEN YOU AND ONE (1) OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR PRODUCTS AND/OR SERVICES. YOU EXPRESSLY WAIVE ANY BENEFITS OR PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF ENTERING INTO THIS RELEASE.
9.3 UNDER NO CIRCUMSTANCES WILL ANY OF THE CARBONCROWD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, ANY PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (i) THESE TERMS; (ii) OUR PRODUCTS AND/OR SERVICES; (iii) THE USE OF OR INABILITY TO USE OUR PRODUCTS AND/OR SERVICES; (iv) ANY CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY OTHER USER OR OTHER THIRD PARTY ON OR IN CONNECTION WITH OUR PRODUCTS AND/OR SERVICES; OR (v) ANY CONTENT, PRODUCTS AND/OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN ANY WAY CONNECTED WITH OUR PRODUCTS AND/OR SERVICES (WHETHER ONLINE OR OFFLINE) BY US OR ANY OTHER USER OR OTHER THIRD PARTY. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR OUR PRODUCTS AND/OR SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT YOU PAID US (IF ANY) IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY.
9.4 THE EXCLUSIONS AND LIMITATIONS OF LIABILITY PROVIDED ABOVE IN THIS SECTION 11 APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ANY OF THE CARBONCROWD PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, AND EVEN IF A REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. APPLICABLE LAW MAY NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS PROVIDED ABOVE IN THIS SECTION 11 MAY NOT APPLY TO YOU, IN WHICH CASE THE LIABILITY OF THE CARBONCROWD PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10.1 You agree to indemnify, defend, and hold harmless CarbonCrowd and our officers, directors, agents, and employees from and against any and all third-party claims, demands, suits, and proceedings, and all related damages, losses, judgments, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your breach of any of these Terms, Service Terms, and other applicable agreements with us (including any term or condition incorporated into these Terms by reference); (ii) Content and/or User Content that you submit; (iii) any misrepresentation made by you; or (iv) your violation of any law or the rights of any third party, including any intellectual property right, privacy right, or publicity right.
10.2 We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate as fully as reasonably required by us in conducting such defense. In any case, you agree not to settle any such matter without our prior written consent. Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of our Products and/or Services.
- DELIVERY OF PRODUCTS
11.1 You can cancel your Products order until CarbonCrowd has started to prepare the Products you have ordered. Once preparation has begun, you will no longer be able to cancel the order and you will be charged the full price of the Products you ordered from CarbonCrowd. If you cancel the order after the Delivery Service has started, you will also be charged the full cost of Delivery made by the Delivery Partner. CarbonCrowd will make two attempts to deliver the Products you order, in full coordination with you. If both deliveries of the Products fail for reasons which are attributable to you (for example, you did not respond when the Products were delivered to you), you will be charged the full price of the Products ordered and delivery costs, without recourse for exchange or refund. You agree to this because you understand that the CarbonCrowd Products are perishable, and their value declines quickly if not properly harvested and consumed.
- DISPUTE RESOLUTION
12.1 No dispute between yourself and CarbonCrowd may proceed to litigation or arbitration before sixty (60) days of good faith negotiation and/or non-binding mediation have been attempted, per best efforts of both parties.
12.2 You agree that all claims or disputes you have against us arising out of or related to these Terms or our Products and/or Services must be resolved exclusively by a state or federal court located in New York County, New York, U.S., whether or not any third parties are involved. You agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in New York County, New York, U.S., for the purpose of litigating all such claims or disputes, and you expressly waive any objection as to inconvenient forum.
12.3 These Terms, the rights and obligations of you and us under these Terms, and all claims or disputes that might arise between you and us, will be governed by and construed in accordance with the laws of the State of New York, and, to the extent applicable, the laws of the United States, excluding any conflict of laws principles, and without regard to your jurisdiction of residence.
12.4 You agree that regardless of any law to the contrary, each claim you might have against us arising out of or related to these Terms or our Products and/or Services must be filed within the applicable statute of limitations, or one (1) year after such claim arose, or else such claim will be permanently barred.
12.5 The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to our Products and/or Services, these Terms, or any other agreement between you and us.
12.6 Nothing in these Terms will prevent us from seeking injunctive or other equitable relief in any jurisdiction.
- INTERNATIONAL ACCESS
13.1 Our Services are based in the United States and we do not represent or warrant that our Services will be appropriate or available for use outside the United States.
13.3 You must not access or use our Services if any applicable local, state, national, or international law or regulation prohibits you from receiving products or services originating from the United States.
13.4 a) Neither you, nor the entity you represent, if applicable, is a resident (if an individual) or located in or organized under the laws of (if an entity) Cuba, Iran, North Korea, the Crimea region of Ukraine, or Syria.
- b) Neither you, nor the entity you represent, if applicable, is, or are owned or controlled by, or acting on behalf of, a person that is the subject of any sanctions administered or enforced by any relevant sanctions authority including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of Treasury, or any governmental or public entity or official of Cuba, Iran, North Korea, or Syria; and
- c) Neither you, nor the entity you represent, if applicable, will transfer or facilitate the transfer of any item purchased or otherwise obtained via CarbonCrowd, to any person who is, or who is owned or controlled by, or acting on behalf of, a person that is the subject of any sanctions administered or enforced by any relevant sanctions authority including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of Treasury; or to any governmental or public entity or official of Cuba, Iran, North Korea, or Syria.
- SERVICE CHANGES
14.1 Our Services are updated frequently, and their form and functionality may change without notice. We reserve the right to change, modify, add, remove or discontinue any and all of our Services (and/or the appearance, design, functionality, and all other aspects of any and all of our Services), in whole or part, temporarily or permanently, with or without notice, for any reason or no reason, at any time at our sole discretion.
14.2 We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to our Services, including any loss of business or the ability to use any product, service or Content.
- TERMS OF SERVICE CHANGES
15.1 Our business changes with time, and these Terms will change also. We reserve the right to change these Terms, including the right to change, modify, add or remove any part of these Terms, without prior notice, at any time at our sole discretion.
15.2 All changes to these Terms will be effective when posted on our Services, or at such later date as may be specified in the updated Terms.
15.3 By continuing to use our Products and/or Services after any changes to these Terms become effective, you agree to such changes and the updated Terms.
15.4 You agree that we may notify you of any changes to these Terms by posting the updated Terms here, and you agree to review these Terms regularly and inform yourself of all applicable changes.
15.5 If you do not agree to any changes made by us to these Terms, you will no longer be permitted to use our Services.
15.6 Changes to these Terms will not apply to any claim or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim or dispute arose.
15.7 We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to these Terms, including any loss of business or the ability to use any product, service or Content.
16.1 You may stop using our Services at any time, subject to any other agreements between you and us.
16.2 Regardless of any other statement in these Terms, we reserve the right to terminate these Terms, to terminate your account (if you have an account), and/or to limit, terminate or suspend your access to or use of any or all of our Services, at any time at our sole discretion, without notice or liability, for any reason or no reason, including if you violate the letter or spirit of these Terms, Service Terms, and other applicable agreements with us.
16.3 After any termination of these Terms and/or any termination of your access to or use of our Services, the following will survive and remain in full force and effect: (i) all outstanding obligations you may have to us under these Terms or otherwise; (ii) all remedies for breach of these Terms; and (iii) the following sections of these Terms: 3 (IP Rights), 2 (Our Products and Services, Limited Warranty), 7 (Outside Links), 8 (Disclaimer), 9. (General Release and Limitation of Liability), 10 (Indemnification), 12 (Dispute Resolution), 13 (International Access), 14 (Service Changes), 15 (Terms of Service Changes), this 16 (Termination), and 17 (Miscellaneous).
17.1 If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permitted, and these Terms will otherwise remain in full force and effect.
17.2 No delay or failure by us to exercise or enforce any right or provision of these Terms will be considered a waiver. No right or remedy under these Terms will be considered waived by us unless the waiver is in writing and signed by a CarbonCrowd representative who intends and is duly authorized to agree to the waiver on our behalf. No single or partial exercise by us of any right or remedy under these Terms will prevent us from exercising any other right or remedy.
17.3 These Terms will be binding on your successors and assigns, but you are not allowed to assign, transfer or sublicense these Terms or any right or obligation under these Terms without our prior written consent. These Terms, and all rights granted to or reserved by us under these Terms, will benefit and be enforceable by our successors and assigns.
17.4 There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.
17.5 You and we are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise relationship is created or implied by these Terms or your use of our Products and/or Services.
17.6 Nothing in these Terms will prevent us from complying with any applicable law or regulation.
18.1 If you have questions about these Terms or our Products and/or Services, please email us at: firstname.lastname@example.org
18.2 CarbonCrowd is located at: 54 Knickerbocker Ave, Brooklyn, New York 11237, U.S.
- EFFECTIVE DATE
These Terms are effective January 24, 2021