Critical Member LLC dba Source Carbon (“Source”) provides certain tools, expertise and other services (“Services”) to assist with assessing your business’s carbon footprint and neutralize your emissions by facilitating the purchase of a curated portfolio of carbon offsets issued by certain carbon offset registries in connection with carbon offset projects (the “Carbon Offsets”). You, for yourself and on behalf of any person, organization, entity, or employer for which you are acting (collectively, “you”), acknowledge that accessing, viewing, or using the Services is subject to the following terms and conditions (“Terms”). YOU MAY NOT ACCESS, VIEW, OR USE ANY MATERIAL, INFORMATION OR SERVICES AVAILABLE ON OR THROUGH THIS WEBSITE, OR OTHERWISE MADE AVAILABLE BY SOURCE, UNLESS YOU FIRST AGREE AND ARE LEGALLY BOUND BY THESE TERMS.

1. Registration. You will create an account associated with your organization in the client portal (“Client Portal”). You will be required to provide us with certain information about yourself including some types of personally identifiable information, including your name, phone number, email address, billing address and other payment details. Any personal information that you provide to us via the Services is subject to our Privacy Policy . You are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times. Source will not be held responsible or liable for any misuse of your account in the event that a third party has access to and uses your password and account login in any way. If you leave your organization or are no longer authorized to purchase, approve or otherwise act on behalf of your organization, you must designate a new person to handle the account within your organization and contact Source to have your account credentials updated.

2. Fees, Pricing, and Payment. Fees, pricing, and payment terms are set forth in the General Payment Terms & Conditions (see top of page), which are incorporated herein by reference. All payments will also be subject to the terms of the One-Time Payment Authorization and Recurring Payment Authorization, as applicable. All payments are final and cannot be refunded, and a Recurring Payment must be cancelled more than fifteen (15) days prior to the scheduled date of the Recurring Payment.

3. Term and Termination. The initial term of these Terms will commence on the registration date and continue until terminated by either Party. You may terminate these Terms for any reason up to fifteen (15) days prior to the date of a scheduled Recurring Payment, or at any time if no future Payments are scheduled, by providing written notice of termination to Source. Source may, by written notice to you, terminate these Terms at any time for any reason.

4. Ownership. With the exception of the Carbon Offsets, the Services and all pricing, tools, methodology, user interfaces, trademarks, content, and computer code therein (collectively, the “Source Material”), including the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the website and Services, is owned by Source and is protected by trade dress, trade secret, copyright, patent, and trademark laws, and other intellectual property rights. The Services may not be used, copied, reproduced, modified, republished, disassembled, reverse engineered, uploaded, or distributed in any way for any purpose without Source’s express prior written consent.

5. Agreements and Authority; Representations.

(a) For avoidance of doubt, you acknowledge and agree that (i) the Services facilitate your acquisition of Carbon Offsets from others in transactions that are intended to be settled on a spot basis (i.e., the transactions do not involve forward or delayed delivery of Carbon Offsets); and (ii) Source does not produce or issue any Carbon Offsets in connection with the Services. You hereby authorize Source to exercise such powers to facilitate the purchases of Carbon Offsets as provided herein and to simultaneously or promptly retire such purchased Carbon Offsets in connection with the issuance of related retirement certificates. Due to the simultaneous or prompt retirement of Carbon Offsets upon acquisition, you acknowledge that all purchases of Carbon Offsets are on a final basis and Source is not obligated to provide any refunds to you in connection with the purchases of Carbon Offsets. Further, Source is not responsible for any loss or damage incurred in connection with the purchase of any Carbon Offsets and Source is not responsible if the unit of emissions reduction from a project for which a particular Carbon Offset was issued is the subject of double counting or if a Carbon Offset is otherwise deficient or fails to comply with the established guidelines of the relevant carbon offset registry. If there is a dispute between you and any seller or issuer of the Carbon Offsets (a “Supplier”), Source will provide reasonable assistance and cooperation, but you hereby release Source from any claims, demands, or damages of any kind and of any nature arising out of or relating to any such dispute. SOURCE WILL MAKE CARBON OFFSETS AND SERVICES AVAILABLE AND SOURCE WILL ASSIST WITH FACILITATING TRANSACTIONS, BUT YOU ACKNOWLEDGE AND AGREE THAT SOURCE IS NOT A SUPPLIER, NOR IS SOURCE AN AGENT OR OTHER REPRESENTATIVE FOR ANY SUPPLIER.

(b) You represent and warrant that: (i) you are acquiring Carbon Offsets for commercial or business purposes related to the assessment of your business’s carbon footprint and the reduction or mitigation of carbon emissions resulting from your business activities (e.g., by retiring or otherwise consuming the Carbon Offsets); and (ii) you are not acquiring the Carbon Offsets for consumer purposes, or for speculative or investment purposes, or to resell the Carbon Offsets to one or more other parties.

6. Third Party Web Sites, Services and Content. The Services may contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. Use of the Services, and any other material or content on and made available through the Client Portal is entirely at your own risk. Source expressly disclaims any responsibility for the content, the privacy practices and policies, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions you conduct or enter into with third parties. Your use of any third party’s website is at your own risk, and subject to the terms and conditions of such other websites.

7. Limitations.

THE SERVICES, CARBON OFFSETS, SOURCE MATERIALS, CONTENT, INFORMATION, AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS,” AND SOURCE DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALTHOUGH SOURCE WILL TRY TO ENSURE THAT THE INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES IS ACCURATE AND UP-TO-DATE, SOURCE RESERVES THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION (INCLUDING PRICING) AT ANY TIME. SOURCE CANNOT, AND DOES NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, SAFETY, COMPLIANCE WITH LAWS, QUALITY, THOROUGHNESS OR COMPLETENESS OF ANY OF INFORMATION, CONTENT, MATERIALS, CARBON OFFSETS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU, NOR WILL SOURCE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING INFORMATION, CONTENT, MATERIALS, CARBON OFFSETS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU. WHILE SOURCE USES REASONABLE EFFORTS TO CONFIRM AVAILABILITY, PRICE, AND QUALITY OF CARBON OFFSETS AND SERVICES SOLD, UNFORESEEN CIRCUMSTANCES MAY WARRANT MODIFICATIONS AT ANY TIME.

IN NO EVENT WILL SOURCE, ITS SUPPLIERS, OR THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (THE “LIMITED PARTIES”), BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING THE CORRECTNESS, TIMELINESS, PRECISION, SAFETY, COMPLIANCE WITH LAWS, QUALITY, THOROUGHNESS OR COMPLETENESS, WHETHER IN AN ACTION FOR STRICT LIABILITY, PRODUCT LIABILITY OR DEFECTS (INCLUDING LATENT DEFECTS), BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THESE TERMS, CARBON OFFSETS, SOURCE MATERIALS, SERVICES, CONTENT, INFORMATION, AND OTHER MATERIALS ON, IN AND MADE AVAILABLE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE LIMITED PARTIES BE LIABLE IN THE AGGREGATE FOR ANY CLAIMS OR DAMAGES IN ANY AMOUNT EXCEEDING THE COST OF SOURCE’S FEE FOR FACILITATING THE PURCHASE OF THE CARBON OFFSETS IN QUESTION.

If you are a California resident, you waive California Civil Code §1542, which states that “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” For avoidance of doubt, any disputes directly with Source shall be handled in accordance with these Terms.

FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR GROSS NEGLIGENCE OF THE LIMITED PARTIES.

8. Indemnity. You shall defend, indemnify and hold Source, its Suppliers, and their respective affiliates, managers, directors, officers, partners, employees, agents, suppliers, successors and assigns (“Indemnitees”) harmless, to the full extent permitted in law or equity, from and against all claims, actions, suits, or other proceedings, whether civil, criminal, administrative, or investigative (“Claims”) to the extent proximately caused by or resulting from: (a) your use of the Services, including Services related to the Carbon Offsets, except to the extent proximately caused by or resulting from any misrepresentation or non-fulfillment or breach by Source of any representation or warranty contained in these Terms and (b) any misrepresentation or non-fulfillment or breach by you of these Terms or the terms or conditions of any Supplier. You shall assume the defense or settlement of any Claim with counsel of its choice; provided that such counsel is reasonably acceptable to Source. You shall advance all expenses incurred by Indemnitees in connection with the investigation, defense, settlement, or appeal of any such Claim. Indemnitees shall have the right to participate in the defense or settlement of such Claims at their own cost and expense. You may not settle, decline to appeal, or otherwise dispose of any such Claim without the prior consent of Source, which consent shall not be unreasonably withheld. You shall not consent to entry into judgment or enter into any settlement that admits Indemnitee liability, provides for injunctive or other non-monetary relief affecting the Indemnitee, or that does not include as an unconditional term the giving by each claimant or plaintiff to the Indemnitee of a release from all liability with respect to such claim.

9. Availability; Nature of the Internet. Source uses reasonable efforts to ensure that the Services are generally available, excluding scheduled maintenance time. Source will make commercially reasonable efforts to provide notice of scheduled maintenance. However, there may be occasions when access to the Services will be interrupted or unavailable. Source will use reasonable commercial efforts to minimize such disruption where it is within its reasonable control. You agree that Source shall not be liable to you for any modification, suspension or discontinuance of the Services. You understand that the technical processing and transactions may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and(c) Source cannot be held liable for information transmitted across the Internet.

10. Unauthorized Activities. You shall not (a) disclose any pricing or other information related to the Carbon Offsets except as expressly permitted in connection with the Services; (b) sell, rent, display, sublicense, summarize, or otherwise provide any Source Materials to any other person or entity; (c) publish any Source Materials within the meaning of the United States Copyright Act; (d) refer to, reproduce, distribute, make available, or use any item of the Source Materials as part of any effort to develop any service or product having any characteristics, attributes, expressions, or quality similar to the services or products provided by Source herein or to compete with Source; (e) reverse engineer, copy, modify, create derivative works, alter, maintain, enhance, remove, or replace data or otherwise modify the Services or other Source Materials; (f) make any unauthorized use or disclosure of any Source Materials; or (g) remove from, alter, modify, or deface any copyright or other proprietary notices contained on, affixed to, or encoded or recorded in any item of the Source Materials. You acknowledge and agree that the unauthorized use of the Source Materials could cause irreparable harm to Source and that in the event of such unauthorized use, Source shall be entitled to an injunction in addition to any other remedies available at law or in equity. Source reserves the right to audit and electronically monitor your use of the Services, and to deploy various methods to prevent abuse of the Services, including any of the unauthorized activities discussed above.

11. Changes to these Terms. Source reserves the right at any time to modify, alter or update the Source Materials, Services and/or these Terms. Source will notify you on the homepage or by e-mail of any new or revised Terms, including information regarding the location of the new or revised terms and conditions. Your use of the Services following any changes means that you agree to follow and be bound by the terms as changed.

12. Dispute Resolution. Any dispute arising out of these Terms shall be resolved exclusively through final and binding arbitration conducted by the American Arbitration Association (the “AAA”). Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow the terms of these Terms, as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in Delaware, unless Source elects otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the Delaware. The arbitrator shall not be bound by rulings in prior arbitrations involving different Source users, but is bound by rulings in prior arbitrations involving the same Source user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in these Terms. If the value of the relief sought is $10,000 or less, at your request, Source will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by Source should be submitted by mail to the AAA along with your demand for arbitration and Source will make arrangements to pay all necessary fees directly to the AAA. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Source for all fees associated with the arbitration paid by Source on your behalf that you otherwise would be obligated to pay under the AAA’s rules. If an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply.
You can choose to reject this agreement to arbitrate by mailing Source a written opt-out notice (“Opt-Out Notice”). The Opt-Out Notice must be postmarked no later than thirty (30) days after the date you accept these Terms for the first time. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street number and address, city, state, and zip code), phone number, and the email address used to log in to the Source account to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms will continue to apply. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with Source.

13. Miscellaneous. These Terms constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter of these Terms, and these Terms supersede any and all prior oral or written communications, proposals, representations, and agreements. It may be amended only by mutual agreement expressed in writing and signed by both parties. These Terms, and all rights and obligations under these Terms, may be assigned by Source. These Terms, and all rights and obligations under these Terms, may not be assigned by You. Any attempted assignment in violation of this Section shall be void. Except with respect to Suppliers, the parties do not intend, nor shall any clause be interpreted, to create under these Terms any obligations of either Source or you in favor of, or benefits to, or rights in, any third party. The waiver or failure of either party to exercise in any respect any right provided under these Terms shall not be deemed a waiver of such right in the future or a waiver of any other rights established under these Terms. If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of these Terms, and such provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. Headings in these Terms are included for reference only and shall not constitute a part of these Terms for any other purpose. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”