- “Content” shall have the meaning as specified in Clause 2.1
- “Customer shall mean any consumer who opts for or utilizes the services of Carboledger, whether paid or unpaid.
- “Customer Materials” shall have the meaning as specified in Clause 4.4.
- “Intellectual Property” shall mean all forms of intellectual property subsisting under the laws of the United States and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world and includes any and all rights related to product and/or work owned and created by Carboledger as well as intangible assets including but not limited to patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity, works and work processes originated out of the services rendered by Carboledger and other forms of intellectual or industrial property, know how, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any licenses and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.
- “Subscription Services” shall Carboledger’s SaaS platform as may be more particularly described or identified in the Data Service Agreement and/or Non-Disclosure Form.
- “Third-Party Content” shall have the meaning as specified in Clause 5.1.
2. Authorized Uses of Site
3. Restricted Uses of the Site
3.1. You shall not:
3.1.2. Access or conduct searches on the Sites (including downloading any data or content contained therein or transmitted thereby) by means of any engine, software, tool, agent, device, or mechanism, which includes but is not limited to spiders, robots, crawlers, or any other comparable data mining tools except using Site features expressly provided for this purpose.
3.1.4. Engage in reverse engineering, disassembling, decompiling, decoding, or any other efforts to extract or obtain unauthorized access to any software component of the Site, whether in its entirety or in part.
3.1.5. Modify, alter or generate derivative works based on the Site either in whole or in part.
3.1.6. Employ the Site for any unethical, immoral, unfair, illegal purposes or actions amounting to misappropriation, including but not limited to providing or publishing content that is false or infringes upon someone’s privacy rights.
3.1.7. Access or utilize the Site with the intent to gauge, construct, or assist, either directly or indirectly, in the development of products or services that compete with Carboledger.
3.1.8. Frame, replicate, sell, resell, rent, or lease the usage or access of the Site to any third party.
3.1.9. Conduct or reveal any performance or vulnerability testing of the Site without obtaining prior written approval from Carboledger. This includes activities such as network discovery, port and service identification, vulnerability scanning, password cracking, remote access, or penetration testing of the Site.
3.1.10. Circumvent or disable any security or technological features or measures of the Site.
3.1.11. Utilize the Site in a way or for any purpose that infringes upon, misappropriates, or otherwise breaches the intellectual property rights or other rights of any individual or entity, or that contravenes any applicable laws.
3.1.12. Obstruct or disrupt the integrity or efficiency of the Site, or the data and content within it, or transmitted through it.
4. Intellectual Property
4.1. The Site is built on Carboledger's proprietary technology. The Sites, Content and proprietary technology are safeguarded by relevant Intellectual Property and legal regulations, encompassing inter alia trademark, patent and copyright laws. All Intellectual Property rights associated with the Site and Content are owned by Carboledger. Carboledger retains all Intellectual Property for the Site and Content.
4.3. Carboledger reserves the right to use and incorporate any suggestions or feedback you provide into the Site or Subscription Services, without requiring payment or any conditions.
4.4. You affirm that you possess full ownership, legal rights, and interests in the content or materials you share on the Site or provide to Carboledger (referred to as "Customer Materials"). This includes, but is not limited to, having obtained any necessary consents, authorizations, releases, clearances, or licenses from third parties (such as, but not limited to, releases related to rights of privacy or publicity) that are essential for you to offer, post, upload, input, or submit these Customer Materials.
4.5. You further assure that the posting of these Customer Materials does not constitute a violation or infringement of any patents, copyrights, trademarks, trade secrets, rights of privacy, rights of publicity, moral rights, or any other intellectual property rights recognized by any relevant jurisdiction, whether held by individuals or entities. It also does not breach any agreements with any other individuals or entities.
4.7. Carboledger upholds the intellectual property rights of others and expects its users to do the same. Carboledger reserves the right, at its sole discretion, to suspend access or terminate the accounts of users who infringe upon the intellectual property rights of others.
4.8. If you believe that your work has been copied in a manner that constitutes infringement on Carboledger's website, kindly furnish the following information to Carboledger at email@example.com
5. Third-Party Websites
5.1. The Sites may contain links to third-party websites or information that have been incorporated solely for your convenience. The content expressed, authored, or provided by other users or third parties on the Site, including but not limited to opinions, advice, statements, services, offers, or any other information (referred to as "Third-Party Content"), reflects the viewpoints and contributions of the respective authors or creators. These opinions and materials do not represent the perspectives of Carboledger or its shareholders, directors, officers, employees, agents, or representatives. By utilizing Third-Party Content, you will be redirected away from the Site. It's important to note that such Third-Party Content neither constitutes nor implies an endorsement, sponsorship, or recommendation by Carboledger of the third party, the third-party website, or the information found there. Carboledger bears no responsibility for the availability of these external websites, nor is it responsible or liable for their content.
5.2. Carboledger has no control over Third Party Content and cannot ensure its accuracy, integrity, or quality. CARBOLEDGER DISCLAIMS ANY RESPONSIBILITY OR LIABILITY, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY HARM OR LOSS RESULTING FROM YOUR USE OF OR RELIANCE ON ANY PRODUCTS, WEBSITES, OR INFORMATION OBTAINED FROM ANY THIRD-PARTY SERVICE OR THIRD PARTY CONTENT. The responsibility lies with you to assess the information, opinions, advice, or any other content found on third-party websites.
6. Limitation of Liability
6.2. To the greatest extent permitted by applicable law, under no circumstances shall Carboledger and its service providers, licensors, or suppliers be held liable for any direct, indirect, punitive, incidental, special, consequential, exemplary, or other types of damages, including, but not limited to, damages for cover, damage to goodwill, loss of data, revenue, profits, or other intangible losses arising from or in any way connected with the use or performance of the Site, the delay or inability to use the Site, or any Content, or otherwise arising from the use of the Site. This includes damages based on contract, tort, negligence, strict liability, the failure of any limited remedy to achieve its essential purpose, or any other legal theory, even if Carboledger or any of its suppliers has been informed of the possibility of such damages.
8. Service Interruptions
8.1. To ensure optimal service quality, Carboledger reserves the right to periodically interrupt or suspend access to the Sites, in whole or in part, to carry out routine maintenance, updates, enhancements, or other necessary changes. Whenever possible, Carboledger will provide advance notice of such interruptions, although this may not always be feasible.
8.2. The Company retains the discretion to suspend or terminate the entire Site or specific portions thereof, with or without notice, under the following circumstances:
8.2.2. Legal Obligations: If required by law, regulation, court order, or government authority, Carboledger may suspend or terminate the Site, or specific features or content.
8.2.3. Security Concerns: Carboledger may suspend or terminate the Site to protect the security and integrity of the services, the Site, or Customer Materials in the event of suspected security breaches or threats.
8.2.4. Business Decision: Carboledger reserves the right to suspend or terminate the Site, in whole or in part, based on its own business decisions, including but not limited to changes in strategic direction, discontinuation of services, or any other legitimate business rationale.
8.2.5. Force Majeure: Carboledger may temporarily suspend or terminate the Site in circumstances beyond its reasonable control, such as "force majeure" events, including natural disasters, acts of terrorism, labor strikes, infrastructure failures, blackouts, or similar events.
8.3. In the event of Site suspension or termination, you shall cooperate with Carboledger to facilitate any necessary data retrieval, as per applicable law.
8.4. Carboledger shall not be liable to you or third parties for any damages, losses, or inconveniences arising from service interruptions, Site suspension, or termination, except as expressly provided by applicable laws or regulations.
9.1. We may offer you a means to share feedback, suggestions, and ideas regarding our Site ("Feedback") should you wish to do so. By doing this, you consent to our discretion in using the Feedback you provide, which may include incorporating it into future improvements and alterations to our Site.
9.2. By submitting Feedback, you grant us and our assigns an enduring, global, entirely transferable, sublicensable, irreversible, royalty-free license to utilize, modify, generate derivative works from, disseminate, and showcase the Feedback in any manner, for any purpose, and across any media, software, or technology, both present and future. This is done without any obligation to provide attribution or compensation to you or any third party.
11. Carboledger Account
11.1. If you create an account on our Site to avail or utilize Subscription Services. You acknowledge that you bear complete responsibility for all activities carried out under your account, regardless of whether you personally engage in those activities. It is your obligation to promptly inform us of any unauthorized use of your account or any security breaches involving your password or our Site that come to your attention. You maintain full responsibility for maintaining the confidentiality of the password to your Carboledger account. You also commit to informing us promptly in the event your password is lost, stolen, or disclosed to an unauthorized third party, or if there are any concerns that it may have been compromised.
12.1. Your utilization of the Site and the Subscription Services is exclusively at your own risk. Both the Site and Subscription Services are provided on an "as is" basis. We, along with our suppliers and licensors, explicitly disclaim all types of warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a specific purpose, title, and non-infringement.
12.2. We cannot guarantee the accuracy, completeness, or usefulness of the Site or any of the Subscription Services, and you rely on them at your own discretion and risk. Any materials you access or acquire through our Site are done so entirely at your own judgment, and you bear sole responsibility for any harm to your computer or loss of data resulting from the download of such materials through our Site. No advice or information, whether oral or written, obtained from us or via our Site, shall establish any warranty not expressly articulated in this agreement.
12.3. Carboledger cannot provide an assurance or warranty that files accessible for download through the Site will be devoid of contamination by software viruses or any other detrimental computer code, files, or programs.
12.4. You confirm and warrant that you are accurately representing your identity, refraining from submitting fictitious, false, or inaccurate information about yourself. Furthermore, all information contained within the posted Customer Materials is truthful and either your original work or work for which you have the necessary authorization to submit.
13.1. Carboledger may, upon receipt of your consent, utilize your trade names, trademarks, service marks, logos, domain names, and other unique brand attributes in presentations, marketing materials, customer lists, financial reports, and website listings (including links to your website). This usage is intended for advertising or promoting your utilization of Sites, Subscription Services, and products, if applicable.
14.4. Carboledger has the authority to transfer any or all of its rights under these terms to any party without requiring your consent. However, you are not authorized to assign any of your rights or responsibilities under these terms without the prior written consent of Carboledger. Any such attempted assignment will be considered null and unenforceable.
14.5. Unless expressly specified otherwise, notifications to Carboledger must be provided via electronic mail at firstname.lastname@example.org.
15. Contact Us