Terms and Conditions

Carbon Offset Management Group Inc. (“CarbonZero” or “Company”) offers access to and use of this Website including each drop down menu of this Website (the “Site”) and the text, images, video, audio and software and other materials presented or made available by the Site and all information provided by such materials (collectively, the “Content”) in consideration of and in reliance upon the terms and conditions set out below (“Terms and Conditions”). By accessing the Site (directly or via a link from another website) or viewing, downloading, copying or using any Content, you represent and warrant to the Company that:

1. WEBSITE TERMS AND CONDITIONS

a) you are at least eighteen years of age and a resident of Canada;

b) that you have read and understood the Terms and Conditions;

c) you agree to be bound by the Terms and Conditions;

d) if you are accessing the Site in the course of your employment, you have the authority to bind and do bind your employer to the Terms and Conditions;

e) if you are accessing the Site in the course of your activities as an agent of a third party or providing services to a third party, you have the authority to bind and do bind the third party to the Terms and Conditions;

f) if you are not the owner of the equipment and software you are using to access the Site, you have the authority to bind and do bind the respective owners to the Terms and Conditions.

2. DISCLAIMERS

THE SITE AND THE CONTENT INCLUDING ALL PRODUCTS AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, ANY CONTENT OR ANY MATERIALS CONTAINED THEREON OR OBTAINED OR ACCESSIBLE THEREFROM AND ANY WEB SITE WITH WHICH THE SITE IS LINKED. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, CONTENT INCLUDING ALL PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, SERVICES FOR THE TRANSFER OF INFORMATION AND DATA) ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, SECURITY OR OTHERWISE. YOU (AND NOT THE COMPANY) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION.

THE COMPANY DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON THE SITE OR THAT THE CONTENT WILL MEET YOUR REQUIREMENTS, THAT THE SITE, OR THE CONTENT, ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT ACCESS TO CONTENT WILL BE UNINTERRUPTED OR THAT CONTENT WILL BE ERROR-FREE OR ACCURATE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AND CONTENT AVAILABLE ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES HOWEVER CAUSED THAT ARISE FROM A) USE OR PERFORMANCE OF THE SITE OR THE INABILITY TO USE THE SITE; B) USE OR DISSEMINATION OF THE CONTENT OR THE INABILITY TO USE THE CONTENT; C) USE OF OR ACCESS TO ANOTHER WEBSITE LINKED TO THE SITE, INCLUDING ANY DAMAGES YOU MAY SUFFER IF YOU TRANSMIT CONFIDENTIAL OR SENSITIVE INFORMATION TO THE COMPANY OR IF THE COMPANY COMMUNICATES SUCH INFORMATION TO YOU AT YOUR REQUEST EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THIS SITE.

3. LINKS TO THIRD PARTY SITES

The links on the Site will enable you to leave the Site and connect directly to linked sites. Such linked sites are entirely independent of the Site, and shall not be construed as any reflection on, any affiliation with, approval of, or endorsement by, The Company of any such site or entity, or its respective information, publications, products or services. The Company Group shall not be responsible for the contents of any site linked to The Company Site or for any link contained in a linked site. The Company is providing these links to you only as a convenience and the inclusion of any link does not imply endorsement of the linked site or the entity or entities owning or operating such site, by The Company. When linking to a third party site, you are leaving the privacy coverage of the Site and are then subject to the privacy coverage of the third-party site. The Company cannot and does not guarantee that the third-party web site privacy statement is the same or contains the same provisions as the privacy statement of The Company.

4. USE OF THE SITE

You agree not to distribute or use the Content in any way which could constitute or encourage a criminal offense, and/or give rise to civil liability. This includes, but is not limited to, Content protected by copyright, or other intellectual property right, or derivative works thereof, without obtaining permission of the copyright or intellectual property right holder; or otherwise use this Site in a manner which is contrary to law, or which would adversely impact use of the Site or the Internet or any other network by other users, including the posting or transmitting of information or software containing viruses or other disruptive components. You agree to conform to the generally accepted rules of Internet etiquette as interpreted by the Company.

5. TRADE-MARKS AND COPYRIGHTS

“Carbonzero” is a trade-mark owned by the Company. Certain other names, words, titles, phrases, logos, icons, graphics or designs displayed on the Site may constitute trade names, registered or unregistered trade-marks or service marks (“Trade-marks”) of the Company or its Content suppliers. The display of Trade-marks on the Site does not imply that any licence has been granted to you or any third party. All Content is subject to copyright. Any unauthorized downloading, re-transmission, or other copying or modification of Trade-marks or other Content shall be a violation of statutory and/or common law rights which could subject the violator to legal action. You agree to use Content only for your own personal, educational or other non-commercial use. Written permission from the copyright or Trade-mark owner is required for any other use including modification, publication, reproduction, transmission or distribution in any manner. You must abide by all copyright and Trade-mark notices, information and restrictions contained in any Content on or accessed through the Site and maintain such notices in any Content you download or reproduce.

6. EMAIL

Email communication including any information transmitted with it is intended only for the use of the addressee(s) and is confidential. If you are not an intended recipient or responsible for delivering the message to an intended recipient, any review, disclosure, conversion to hard copy, dissemination, reproduction or other use of any part of an email communication is strictly prohibited, as is the taking or omitting of any action in reliance upon an email communication. If you receive an email communication in error or without authorization please notify us immediately by return e-mail or otherwise and permanently delete the entire communication from any computer, disk drive, or other storage medium. The Company cannot warrant the reliable transmission or reception of any email, or ensure its confidentiality while in transmission.

7. INDEMNITY

To the maximum extent permitted by applicable law, you will defend, indemnify and hold the Company and its officers and employees harmless from and against all claims, liability, and expenses, including all legal fees and costs, arising out of:

a.) any violation of these Terms and Conditions by you,

b.) your use of the Site and the Content or the placement or transmission of any information or other materials on this Site by you, and

c.) any claim made by a third party arising from any use made by you of emissions calculations provided by the Company or other resources of the Site.

8. CHANGES TO TERMS AND CONDITIONS

THE COMPANY, AT ITS SOLE DISCRETION, MAY MAKE CHANGES TO THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT NOTICE. YOU SHOULD REVIEW THIS LINK ON A REGULAR BASIS TO ASCERTAIN WHETHER THE TERMS AND CONDITIONS HAVE BEEN CHANGED. YOUR CONTINUED USE OF THE SITE SHALL CONSTITUTE YOUR ACCEPTANCE OF ANY REVISIONS TO THE TERMS AND CONDITIONS.

9. Emissions Calculation Accuracy

The Company has relied on government and other sources of emissions data that appear creditable in order to provide calculations of emissions. The Company is dedicated to providing accurate calculations of emissions but does not guarantee the accuracy of its emissions calculations.

10. Emissions Projects

The Company accepts its customers’ instructions with respect to use of funds to support particular projects on the basis that it will use its best efforts to apply funds to those projects and that the Company may determine that it is not feasible to apply funds as instructed in which event funds will be applied to other emissions reduction projects selected by the Company acting reasonably.

11. U.S. GOVERNMENT END USERS

The software available on this Site is a “Commercial Item,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” as such term may be used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software is licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

12. MISCELLANEOUS

Any failure by the Company to use or enforce the Terms and Conditions will not be taken to constitute a waiver of the Terms and Conditions, or constitute any change in these Terms and Conditions. If a court of competent jurisdiction determines any of the Terms and Conditions to be invalid, then the remainder of the Terms and Conditions will remain in force. The Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without reference to any conflict of law principles. The courts of the Province of Ontario shall have exclusive jurisdiction concerning any matter relating to the Terms and Conditions provided that the Company may elect to commence proceedings in another jurisdiction to enforce the Terms and Conditions.