CARBONERA, INC.
USER AGREEMENT UPDATED: MARCH 7, 2025
1. Introduction
This User Agreement (“User Agreement”) and all policies and additional terms posted on and in our sites, applications, tools, and services (including the “Services,” as more fully defined below) set out the terms on which Carbonera offers you access to and use of our Services. All policies, and additional terms posted on and in our Services, including our User Privacy Notice, are incorporated into this User Agreement. You agree to comply with all terms of this User Agreement when accessing or using our Services.
The entity you are contracting with is: Carbonera, Inc. (“Carbonera” or “we” or “us”), 2120 Vizcaya Way, Campbell, CA 95008, United States of America.
Please be advised that this User Agreement contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Legal Disputes, Section B (“Agreement to Arbitrate”)). If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
2. About Carbonera
Carbonera provides a marketplace (and applications, tools, and services related to that marketplace) that allows users to offer, sell, and buy carbon offset credits in both the voluntary and compliance markets (collectively, the “Services”). The Services provide a platform that facilitates transactions between buyers and sellers of credits. Carbonera is not a party to contracts for sale between third-party sellers and buyers, nor is Carbonera a traditional auctioneer.
Any guidance Carbonera provides as part of our Services, such as pricing and listing is solely informational and you may decide to follow it or not. We may use artificial intelligence or AI-powered tools and products to provide and improve our Services, to offer you a customized and personalized experience, to provide you with enhanced customer service, and to support fraud detection; the availability and accuracy of these tools are not guaranteed. We may help facilitate the resolution of disputes between buyers and sellers through various programs. Unless otherwise expressly provided, Carbonera has no control over and does not guarantee: the existence or legality of credits advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell credits; the ability of buyers to pay for credits; that a buyer or seller will actually complete a transaction; or that the purchase or sale of any credit will ensure compliance with applicable laws or regulations.
3. Using our Services
In connection with using or accessing our Services you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:
You agree and accept that we may prohibit e-sniping—placing a bid in the final moments of an auction—or other tactical bidding strategies when using our Services. If bids are submitted within the final 10 minutes of an auction, we reserve the right, at our sole discretion, to extend the auction’s duration.
In order to facilitate collaboration and enhance usability for businesses, we offer a Multi-User Account Access program. This program allows account owners to grant access to authorized individuals, such as employees or agents, to manage and utilize the account on behalf of the company. Account owners are responsible for ensuring that all authorized users comply with the terms of this User Agreement and any applicable policies. To set up multi-user access, account owners must follow the designated procedures outlined in the user’s account settings. Each authorized user will receive unique login credentials, and it is the responsibility of the account owner to manage these access rights, including adding or removing users as necessary. Two or more users are prohibited from using the same email address to log in. All users must adhere to the security protocols established to protect account information and prevent unauthorized access.
If we believe you are violating this User Agreement or any of our policies, or abusing Carbonera and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services. We may offer a process allowing users to report claimed violations for us to consider and handle through one or more of these options, all in our sole discretion.
Offering to buy or sell credits outside of the Services is not allowed. Contacting another Carbonera user to discuss moving a purchase off the Services exposes both the buyer and seller to the risk of fraud. If we believe you are violating this prohibition, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement.
We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.
4. Policy Enforcement
When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.
5. Fees and Payment
Fees
We charge sellers a fee for each completed transaction, calculated as a percentage of the total amount paid by the buyer. This total includes the price of the purchased credit, any applicable taxes, and a fixed fee per order. Please note that these fees may change from time to time to reflect our administrative costs and other considerations.
We may impose mandatory and optional fees to ensure the effective delivery of our Services. For example, we may integrate third-party services into the platform that users can access for an additional fee. As a user, you agree to pay all fees associated with your use of our Services, including but not limited to fees for making payments, transferring funds (e.g., wire transfer fees), or accessing premium features or third-party integrations.
If you are a seller, you are liable for fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of our Services.
Payment
Payment between buyers and sellers occurs through direct wire transfer. Carbonera acts solely as a facilitator of such transactions and does not assume any responsibility for the accuracy, completeness, or successful completion of wire transfers. It is the sole responsibility of the buyer and seller to verify and ensure the accuracy of all wiring details and associated information.
Carbonera may alternatively process payments or use third-party payment processors to facilitate transactions. Payment processors may charge your credit card or other payment methods linked to your account or otherwise provided during a transaction. Carbonera is not responsible for errors, inaccuracies, or omissions in payment details, including credit card information, bank account numbers, or other payment-related data. Payments facilitated through third-party payment processors are governed by the terms and conditions of those processors, which you agree to be bound by through the use of third-party payment processors on our platform.
All transactions are conducted in United States Dollars (USD).
By using the Services, you acknowledge and accept that we are not liable for any issues arising from inaccuracies in payment details, delays, or incomplete transactions.
No returns or cancellations
ALL SALES ARE FINAL. Orders cannot be cancelled, and credits cannot be returned.
Seller currency conversion charge
Carbonera may convert your funds to a different currency in order to collect amounts owed by you to Carbonera, or to payout funds due to you. Carbonera will charge you this conversion fee.
If Carbonera converts your funds, the conversion will be completed at the transaction exchange rate we set for the relevant currency exchange. Carbonera's transaction exchange rate is composed of a base exchange rate plus a conversion charge. The conversion charge is a fixed percentage applied to the base exchange rate and retained by Carbonera. The base exchange rate reflects rates within the wholesale currency markets applicable to the currency pairing on the day of the conversion, or the prior business day. If exchange rates are set by law or regulation, the base exchange rate reflects the government reference rates.
6. Listing Conditions
When listing a credit for sale on our Services, you agree to the following:
7. Purchase Conditions
When buying a credit using our Services, you agree that:
8. International Buying and Selling
Listings may be viewed and purchased by buyers around the world. Our Services may be accessible internationally. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale and purchase of credits.
9. Content
When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, including development of new offerings as part of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights, including any moral rights, in that content against Carbonera, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of our Services.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate, appropriate, and legal. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Carbonera takes no responsibility and assumes no liability for any content provided by you or any third party.
We may offer credit data that are provided by third parties (including Carbonera users). You may use that content solely in your Carbonera listings. Carbonera may modify or revoke such permission at any time in our sole discretion. The credit data may include copyrighted, trademarked, and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the credit data and not to create any derivative works based on that data (other than by including the data in your listings).
We try to offer reliable product data, but we cannot promise that the content provided through our Services will always be available, accurate, complete, and up-to-date. You agree that Carbonera is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.
The name “Carbonera” and other Carbonera marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Carbonera, Inc. They may not be used without the express written prior permission of Carbonera.
10. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code
We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. Please send any notices to support@carboneraexchange.com
11. Authorization to Contact You; Recording Calls; Analyzing Message Content
Carbonera may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Carbonera may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by our User Privacy Notice.
Carbonera may share your telephone number with its authorized service providers. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by Carbonera to carry out the purposes identified above.
Carbonera may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Carbonera or its agents for quality control and training purposes, or for its own protection.
Carbonera's automated systems scan and analyze the contents of every message sent through its messaging platforms (including but not limited to chat and email channels), including messages between users, to: (i) detect and prevent fraudulent activity or violations of Carbonera's User Agreement, including the incorporated terms, notices, rules, and policies and (ii) provide and improve our Services. This may result in a manual review of messages sent through our messaging tools. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. Carbonera may store message contents, including to conduct this scanning and analysis.
Privacy of Others; Marketing
If Carbonera provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user's information to a third party for purposes unrelated to our Services.
12. Disclaimer of Warranties; Limitation of Liability
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid updates and other notification functionality in Carbonera's applications may not occur in real time. Such functionality is subject to delays beyond Carbonera's control.
YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES AT YOUR OWN RISK, AND THAT THEY ARE BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
In addition, to the extent permitted by applicable law, in no event will Carbonera (including our officers, directors, agents, and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this User Agreement whether or not they were foreseeable or Carbonera was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our officers, directors, agents, and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
Further, unless otherwise provided by the Services, you acknowledge and agree that any credit purchased, sold, or otherwise procured, transferred, or provided through the Services does not result in the creation or execution of the corresponding emission reduction purchase agreement (or any substantively similar agreement, such agreement and its equivalents, the “ERPA”)) and that the execution and filing of such ERPA is required in order for any such credit to be legally effective. You acknowledge and agree Carbonera will not be responsible for any claims or demands made by any third party, including any governmental or regulatory authority, arising from your failure to enter into an ERPA where required.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability or (b) $100.
13. Release
If you have a dispute with one or more users, you release us (and our respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any 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 agreeing to this release.
14. Indemnity
You will indemnify and hold us (including our officers, directors, employees, and agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.
15. Legal Disputes
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND CARBONERA HAVE AGAINST EACH OTHER ARE RESOLVED.
In this Legal Disputes section, the term “related third parties” includes your and Carbonera's respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Carbonera's, and these entities' respective employees and agents.
You and Carbonera each agree that any and all claims or disputes at law or equity that has arisen, or may arise, between you and Carbonera (or any related third parties) that relate in any way to or arise out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Carbonera or its agents, or any products or services sold, offered, or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes section.
A. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Carbonera, except as otherwise stated in this User Agreement.
B. Agreement to Arbitrate
In the event of any dispute between you and Carbonera, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution. If such resolution proves unsuccessful, you and Carbonera each agree that any and all disputes or claims that have arisen, or may arise, between you and Carbonera (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Carbonera or its agents, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court, subject to any exemptions listed in this section.
The Federal Arbitration Act (“FAA”) and, to the extent not inconsistent with the FAA, the law of the State of Delaware without regard to principles of conflict of laws govern the interpretation and enforcement of this Agreement to Arbitrate.
Notwithstanding the parties' agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction and on an individual (non-class) basis only. If a party initiates an arbitration asserting a claim that falls within the jurisdiction of a small claims court, the other party may, in its discretion, require that the arbitration demand be withdrawn and that the claim be filed in small claims court.
Any dispute about whether a claim falls within any given small claims court's jurisdiction will be resolved by that court, not by an arbitrator. In the event of any such jurisdictional dispute, the arbitration proceeding will remain closed unless and until the small claims court issues a decision that the claim should proceed in arbitration.
YOU AND CARBONERA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND CARBONERA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF SOUGHT BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT BE GRANTED TO OR AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 14.C below), subject to your and Carbonera's right to appeal the court's decision. All other claims will be arbitrated.
Arbitration is more informal than a lawsuit in court. 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 individualized basis that a court can award to an individual. An arbitrator will apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 2 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide as set forth under Section 14.C below.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA's Commercial Arbitration Rules, and the AAA's International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent mutual written agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. The AAA's rules are available at www.adr.org and www.icdr.org. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach agreement, the court (pursuant to Section 14.C below) shall select the administrator.
A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute (“Notice”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. The Notice to Carbonera must be sent to Carbonera Inc., 2120 Vizcaya Way, Campbell, CA 95008, United States of America. Carbonera will send any Notice to you to the physical address we have on file associated with your Carbonera account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.
If you and Carbonera are unable to resolve the claims described in a valid Notice within 30 days after Carbonera receives that Notice, you or Carbonera may initiate arbitration or small claims proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Carbonera at the following address: Carbonera, Inc., 2120 Vizcaya Way, Campbell, CA 95008, United States of America. In the event Carbonera initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Carbonera account; it is your responsibility to keep your physical address up to date. Any settlement offer made by you or Carbonera shall not be disclosed to the arbitrator.
If you are a resident of the United States, then the arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If you are not a resident of the United States, then the arbitration hearing will be held in [County, State], United States, or another mutually agreed location. Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Carbonera may attend remotely, unless the arbitrator requires otherwise. The language of the arbitration will be English.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but shall be bound by rulings in prior arbitrations involving the same Carbonera 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 this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Carbonera for all fees associated with the arbitration that have been paid by Carbonera on your behalf that you otherwise would have been obligated to pay under the AAA's rules.
With the exception of any of the provisions in Section 2 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), 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.
IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY SENDING US WRITTEN NOTICE OF YOUR DECISION TO OPT OUT (“OPT-OUT NOTICE”) TO support@carboneraexchange.com OR MAILING US A WRITTEN OPT-OUT NOTICE TO CARBONERA, INC., 2120 VIZCAYA WAY, CAMPBELL, CA 95008, UNITED STATES OF AMERICA. THE OPT-OUT NOTICE MUST BE SENT - AND IF BY MAIL, POSTMARKED - NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME.
If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Carbonera prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Carbonera. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.carboneraexchange.com at least 30 days before the effective date of the amendments and by providing notice by email or mail. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
C. Judicial Forum for Legal Disputes
If the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute between you and Carbonera will be resolved exclusively by a state or federal court located in [County, State]. You and Carbonera agree to submit exclusively to the personal jurisdiction of the courts located within [County, State] for the purpose of litigating all such claims, disputes, or matters.
16. General
Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.carboneraexchange.com.
Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on www.carboneraexchange.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Carbonera representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
Without limiting Carbonera's ability to refuse, modify, or terminate all or part of our Services, Carbonera may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.
The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Carbonera Service.
If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The User Agreement and all terms and policies posted through our Services set forth the entire understanding and agreement between you and Carbonera, and supersede all prior understandings and agreements of the parties.
The following sections survive any termination of this User Agreement: Fees and Payment, Content, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
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