Terms of Service

Welcome to the Karbon-X App, which is provided by Karbon-X Corp or one of its affiliates (“Karbon-X”, “we” or “us”).

1. Your Relationship with Us.

You are reading the terms of service (the “Terms”), which govern the relationship and serve as an agreement between you and us and set forth the terms and conditions by which you may access and use the Karbon-X App and our related websites, services, applications, products and content (collectively, the “Services”). For purposes of these Terms, “you” and “your” means you as the user of the Services.

The Terms form a legally binding agreement between you and us. Please take the time to read them carefully. To agree to these terms of service, click “Continue”. If you do not agree to these terms of service, do not click “Continue”, and do not use the Karbon-X App. By participating in our Carbon Offset Program, you can purchase an individual, partner, family or business membership which will offset a set volume of carbon C02e emissions (“The Emission Reduction”). If you participate in our Carbon Program using the Karbon-X App or the Karbon-X Web Application, you agree to these terms of service when you click on “Pay Now”, or a comparable button and have successfully entered your payment information.

You must accept and abide by these terms of service as presented to you: Changes, additions, or deletions are not permitted, and Karbon-X may refuse access to the Karbon-X app for non-compliance with any part of these terms of Service.

1.2 Your Relationship to Third Parties.

If you access the Karbon-X Services via the Karbon-X App and have downloaded the Karbon-X App from the app store of a third party, the Terms of Service of the app store provider will apply in addition to our own Terms of Service. In case of the Apple App Store, these terms include the “Apple Media Services Terms and Conditions” https://www.apple.com/legal/internet-services/itunes/. In the case of Google Play, these terms include the “Google Play Terms of Service” available at https://play.google.com/about/play-terms/. Please be sure to review the terms of use for your country. In the event of any conflicts, the Karbon-X terms of use will take precedence.

2. Accepting the Terms.

By accessing or using our Services, you confirm that you can form a binding contract with Karbon-X, that you accept these Terms and that you agree to comply with them. Your access to and use of our Services is also subject to our Privacy Policy, the terms of which can be found directly on the Karbon-X App, or are available via download at www.karbon-x.com. By using the Services, you consent to the terms of our Privacy Policy.

If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.

You accept the Terms by accessing or using our Services. You understand and agree that we will treat your access or use of the Services as acceptance of the Terms from that point onwards.

You should print or save a local copy of the Terms for your records.

3. Changes to Terms of Service.

We amend these Terms from time to time, for instance when we update the functionality of our Services, when we combine multiple apps or services operated by us or our affiliates into a single combined service or app, or when there are regulatory changes. We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on the Karbon-X App, however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.

4. System Requirements.

Use of the Karbon-X App requires compatible hardware (fees may apply), Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of Karbon-X App involves hardware, software, and Internet access, your ability to use the Karbon-X App may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

5. Karbon-X Services.

The Karbon-X Services we provide involve the following:

5.1 Carbon Offsetting.

We make it easy for our users to offset a portion of their personal carbon footprint. One effective way to do so is to purchase and retire CO2e emission reductions (the “Emission Reduction”). This is accomplished through our paid Carbon Offset Program (the “Carbon Offset Program”).

We purchase Emission Reductions from selected climate protection projects and retire them on behalf of our users. The climate protection projects we select meet our quality requirements. This process is also called “offsetting”. In this context, “retiring” means that a retired Emission Reduction can no longer be traded. It is thereby realized. Emission Reductions are traded in units of one metric ton. Users do not receive emission reduction certificates directly but rather receive Karbon-X badges as appreciation for supporting a carbon offset strategy, which we allocate to our users, and which are non-transferrable (the “Karbon-X Badge”). We bundle the many different Emission Reductions and retire the total number quarterly.

When you start your Carbon Offset Program, you can choose a personal, partner, family or business option depending on the type of carbon footprint you want to offset, and will represent the offsetting of 8 tonnes, 12 tonnes, 16 tonnes and 9 tonnes/employee respectively.

5.2 Choose a Project.

When you register for an account at Karbon-X you are able to choose a project to support. You will receive a Karbon-X Badge after supporting a project for ninety (90) days which will be shareable through various social media platforms.

5.3 Karbon-X Events.

Karbon-X will hold events from time to time that allow our users to gather and participate in environment clean-up initiatives. You will receive a Karbon-X Badge for any events that you attend.

5.4 Changes to the Karbon-X App Services.

We reserve the right to change our business model at any time.

6. Your User Account with Us.

You can open a user account either via the Karbon-X App, or directly via the Karbon-X website. During the registration process you will be asked to accept these “Terms of Service” and consent to the processing of your personal data.

You can either register and log in with your email address and a password or use your Facebook login, your Google account, or the “Login with Apple” feature.

By registering for a user account, you agree to provide accurate, current, and complete information required to register with the Karbon-X App and at other points as may be required in the course of using the Karbon-X App (“User Data”). You hereby confirm that any User Data you already have provided to Karbon-X (including, without limitation, in the Karbon-X application process or through prior use of the Karbon-X App) has been accurate, current and complete. You further agree to maintain and update your User Data as required to keep it accurate, current, and complete.

6.1 Account and Password.

As a registered user of the Karbon-X App, you must establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You may not reveal your Account information to anyone else, allow anyone else to use your Account, or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Karbon-X at support@karbon-x.com of any unauthorized use of your Account or any other breach of security. Karbon-X shall not be responsible for any losses arising out of the unauthorized or other improper use of your Account.

We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

If you no longer want to use our Services again, and would like your account deleted, contact us at support@karbon-x.com. We will provide you with further assistance and guide you through the process. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.

7. Rights and Obligations of the User.

The Karbon-X App is offered to both individuals, partners (meaning 2 individuals cohabitating), families, and businesses.

You may not allow any third parties to use your user account, and you are not permitted to make accessible or transfer to any third parties access data transmitted or used for authentication or identification purposes; circumvent any access control systems for paid services or take any other action to use services without authorization; introduce into our IT systems any viruses, worms, Trojan horses, or other malware that may jeopardize or impair the functionality of the Karbon-X App; transfer or assign any rights or obligations under your contract with us to any third parties. When using the Karbon-X App you must also comply with the terms of contracts with any third parties, in particular contracts with the app store or your Internet service provider. To guarantee smooth communication with you, we ask that you include our email address in the list of trusted senders at your email provider.

7.1 Condition of Participation.

You must be age 18 (or equivalent minimum age in your Home Country) to create an account and use our Services. Karbon-X Accounts for persons under this age can be created by a parent or legal guardian. A parent or legal guardian who is creating an account for a minor should review this Agreement with the minor to ensure that they both understand it.

8. Terms and Billing Periods.

When you open a user account and enter your payment information the account will be valid for an indefinite time period. You pay in advance for the defined billing period. The billing periods that are displayed within the Karbon-X App (or on the Karbon-X Website) apply when you book the paid service. If no other billing period is displayed, you will be billed monthly on the due date on which you started your participation in the paid service.

9. Termination of Carbon Offset Program.

You may terminate your participation in the Carbon Offset Program at any time for any or no reason, effective as of the end of the current billing period. To do so, you can simply use the appropriate function in the menu of the Karbon-X App or, if applicable, in your personal user account on the Karbon-X Website. Please note that deleting the Karbon-X App from your device will not terminate your participation in the Carbon Offset Program.

If you no longer participate in the Carbon Offset Program, your user account will remain in place unless and until you also cancel your account.

10. Termination of User Account.

You may delete your user account at any time for any or no reason, in which case this user agreement will terminate automatically.

To do so, you must send us an email at support@karbon-x.com, so that we can delete your user account and the associated data. Please note that after your user account has been deleted, all data and content you have uploaded will or may be deleted by us.

If at the time of deletion of your user account you are still participating in our Carbon Offset Program, the Program will not terminate until the end of the current billing period and your user account will not be deleted until then. Any amount already paid by you for this billing period will not be refunded, not even on a prorated basis.

We may terminate the user agreement on two weeks’ prior written, signed or unsigned, notice by email, however at the earliest at the end of the current billing period of your Carbon Offset Program.

11. Prices and Payment Terms

11.1 Prices.

Our prices and currencies may vary from country to country. If you decide to participate in the Carbon Offset Program, the price and currency that apply to you will be displayed in the Karbon-X App or on the Karbon-X Website. The price for the individual Carbon Offset Program is determined by your choice of Individual, Partner, Family or Business option of the program. All quoted prices are exclusive of applicable value-added or sales tax, which will be added upon check-out.

11.2 Collection of Payment.

Payments for your Carbon Offset Program will be collected in advance for the current billing period.

11.3 Payment Methods.

You may make payment using your credit card. If payment is declined and you are responsible for payment having been declined (e.g., because the account does not have sufficient funds or the credit card limit has been exhausted), we shall have the right to charge you for the resulting costs and/or expenses we have actually incurred. We reserve the right not to offer certain payment methods and to refer you to other payment methods if there is a valid reason for doing so.

11.4 Default.

We reserve the right to assert any additional claims that may arise in the event of non-payment.

12. Content.

Karbon-X assumes no responsibility for third-party content or services. The Karbon-X App may include links to content or services of third-party providers. In some cases, content made available by third parties may be shown or the Karbon-X App may enable you to use additional services of third parties. We strive to design our applications in such a way that this will be readily apparent to you. All content and/or services of third-party providers are subject to the applicable terms, conditions, and policies of such third-party providers. We hereby expressly disclaim any responsibility or liability for content or services of any third parties. You are personally responsible for making sure that you do not violate the terms and conditions of such third-party providers.

12.1 No responsibility for user-generated content.

You are personally responsible for all content you upload using the Karbon-X App. We do not endorse or review such content.

12.2 Responsibility of the user for violations of law.

When posting or making available your own content, you must comply with all applicable laws and other regulations that are applicable in the country in which you are using the Karbon-X App. Whether or not prohibited by criminal law, you are generally prohibited from making available content of a pornographic, sexual, violent, racist, inflammatory, discriminatory, offensive and/or defamatory nature.

In addition, it is your responsibility to make sure that you infringe no third-party rights, including, without limitation, privacy or publicity rights of third parties and intellectual property rights of third parties (e.g., copyrights, trademark rights, etc.). In this connection, we advise you that you must also, and in particular, own the necessary rights to your profile image and to any other photos you upload.

We may at any time remove and erase any content in our sole discretion, including content that is unlawful or violates the aforementioned principles. If you violate the aforementioned provisions, we shall also have the right to send you a warning that we will suspend your user account or terminate the user agreement for good cause.

13. Intellectual Property.

13.1 Acknowledgement of Ownership.

You agree that the Karbon-X App contains proprietary information and material that is owned by Karbon-X and/or its licensors and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Karbon-X App in compliance with these Terms of Service. No portion of the Karbon-X App may be reproduced in any form or by any means.

13.2 Copyrights.

All copyrights in and to the Karbon-X App are owned by Karbon-X and/or its licensors

13.3 Trademarks.

Karbon-X, the Karbon-X logo, the Karbon-X App and other Karbon-X trademarks, service marks, graphics, and logos used in connection with the Karbon-X App are trademarks or registered trademarks of Karbon-X Corp. in the U.S. and/or other countries. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks, except as explicitly permitted by the Agreement.

14. Disclaimer of Warranties; Liability Limitations.

Karbon-X does not guarantee, represent, or warrant that your use of the Karbon-X App will be uninterrupted or error-free, and you agree that from time to time Karbon-X may remove the Karbon-X App (or particular products or services therein) for indefinite periods of time, or cease to offer the Karbon-X App in its entirety, at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Karbon-X App is at your sole risk. The Karbon-X App is provided “as is” and “as available” for your use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

In no case shall Karbon-X, its Directors, Officers, Employees, Affiliates, Agents, Contractors, or licensors be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use of the Karbon-X App or for any other claim related in any way to your using of the Karbon-X App, including but not limited to, any errors or omissions in any product or service, or any loss or damage of any kind incurred as a result of the use of any product or service, posted, transmitted, or otherwise made available via the Karbon-X App, even if advised of their possibility.

Karbon-X does not represent or guarantee that the Karbon-X App will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Karbon-X disclaims any liability relating thereto.

15. Indemnity.

By using the Karbon-X App, you agree, to the extent permitted by law, to indemnify and hold Karbon-X, its Directors, Officers, Employees, Affiliates, Agents, Contractors and Licensors Harmless with respect to any claims arising out of your breach of these Terms of Service, any representations or warranties made by you herein, or your other improper, unauthorized or unlawful use of the Karbon-X App.

16. Notices.

Karbon-X may send you notice with respect to the Karbon-X App by sending an email message to the email address listed in your Account contact information, or by a posting on the Karbon-X App. Notices shall become effective immediately.

17. Governing Law.

You expressly agree that the laws of the State of Nevada, excluding its conflicts of law rules, govern these Terms of Service and your use of the Karbon-X App, and that the exclusive jurisdiction for any proceeding relating in any way to your use of the Karbon-X App will be Nevada. You hereby waive the right to object to the foregoing choice of law, personal jurisdiction or venue.

18. Changes to Corporate Structure/Ownership.

Transfer of contracts to subsidiaries. In the future we may change the structure of our company in order to better offer the Karbon-X App worldwide or for any other reason. In this case we must be able to transfer our contracts with you to affiliates or subsidiaries. You hereby agree that if you use the Karbon-X App, we may transfer our contracts with you to affiliates or subsidiaries. The Karbon-X App will continue to be available to you as usual.

19. Changes to Ownership.

If there is a change in the ownership or voting rights in our company as a whole or with respect to any of the Karbon-X Services or their assets, we may transfer your information to the new owner. This applies in particular for the benefit of any legal successors in the event of a sale or other transfer of our business.

20. Entire Agreement.

These Terms of Service constitute the entire agreement between you and Karbon-X governing your use of the Karbon-X App, superseding any prior agreements between you and Karbon-X governing your use of the Karbon-X App. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Karbon-X’s failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. Karbon-X will not be responsible for failures to fulfill any obligations due to causes beyond its control.