Terms & Conditions

This agreement (the “Agreement”), between any person (“user”) viewing, accessing and/or using the JustCarbon platform or any related app or website (“Site”) and any other content, products (“Products”) or services (“Services”) provided by or through JustCarbon Holdings (collectively the “Platform”) and JustCarbon Hodings (“JCH”), sets out user’s rights to access and use of the Platform. By accessing the Platform, user agrees that user has read, understood and accepted the Agreement.

The Agreement may be amended, restated, supplemented or otherwise modified, from time to time by JCH and continued use of the Platform will confirm user acceptance of the changes.

Eligibility

User may only use the Platform if user agrees, and continues to agree, to this Agreement and is not a person or entity debarred from viewing, accessing or using the Platform under the laws of any applicable jurisdiction. The Platform is not targeted toward, nor intended for use by, anyone under the age of 18. User must be at least 18 years of age to view, access or use of the Platform. If user is accepting the Agreement on behalf of a corporation, organization, government or other legal entity, user represents and warrants that it is authorized to do so and has the relevant authority to bind such organizations or entities.

The privacy policy (“Privacy Policy”) for the Platform detailing how JCH collects, uses and discloses information about user is as stated at www.justcarbon.com/privacypolicy and incorporated herein.

Intellectual Property and Limited License

JCH shall retain all rights with respect to data, text, photographs, images, video, audio, graphics, articles, comments, software, code, scripts, and other content supplied by JCH or any licensors of the JCH (hereinafter “Platform Content”). The Platform Content is protected by intellectual property laws, including trademark, copyright and other proprietary rights under any applicable laws. Except as explicitly stated in this Agreement, JCH does not grant any express or implied rights to use Platform Content. For the purposes of the Agreement, the Platform Content shall be included in the definition of “Platform”.

User is granted a limited, non-exclusive and non-transferable license to access and use the Platform for personal use, in the manner permitted by this Agreement or other rules and regulations governing the usage of the Platform (or any specific features thereof) and implemented by JCH (and incorporated herein) from time to time (“Rules and Regulations”).

Wallet Services

JCH shall not provide custodial or non-custodial wallet products or services for users to hold digital assets or any other distributed ledger technology tokens, but may arrange access to and/or display data related to user wallets holding digital assets and other distributed ledger technology tokens through Platform integration with or interfaces linked to open source based or third party providers of such custodial or non-custodial wallets. User acknowledges and agrees that any digital assets and/or other distributed ledger technology tokens held by user in any open source based or third party custodial or non-custodial wallet shall be held solely at user’s sole risk.

User acknowledges that distributed ledger technology and cryptography is a progressing field and code cracking or technical advances present risks to the use of any wallets (and distributed ledger technology tokens accessible thereby), which risks may result in the theft or loss of such tokens and user further agrees that any such tokens shall be held by the user at his/her own risk.

Burn Services

The Platform, shall facilitate the burning and/or retirement of digital assets held by users, thereby permanently removing the ability of such burnt and/or retired digital assets from being accessed by user or from accessing the relevant blockchain. Digital assets burnt and/or retired using the Platform shall not be recoverable by relevant user.

Trademark Policy

“JustCarbon”, the JustCarbon logo and any other product or service names, logos, slogans that may appear on the Platform are trademarks of JCH and, may not be copied, imitated, or used, in whole or in part, unless explicitly permitted or without first receiving written permission from JCH to do so. The look and feel of the Platform is protected by copyright © and or trademark ™ JustCarbon Holdings with all rights reserved. User may not duplicate, copy, or reuse any portion of the script, code, visual design elements or concepts of the Platform without express written permission of JCH.

All other trademarks, registered trademarks, product names and entity names or logos mentioned or used on the Platform are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by JCH.

Use of Platform

User is granted a limited, non-exclusive and non-transferable license, subject to the terms of the Agreement, to access and use the Platform for personal use, in the manner permitted by the Agreement, any other provisions of the Rules and Regulations and/or any conflicting provisions in any other document governing specific products or services provided by in, by or through the Platform.

User acknowledges and agrees that the Platform may be changed from time to time at JCH’s discretion and that JCH may stop (permanently or temporarily) providing, or allowing access to, the Platform or any features within the Platform to user or users generally.

User acknowledges and agrees that JCH or any third party permitted by JCH may place advertising on or against the Platform or user Accounts.

User agrees not to misuse Platform, including but not limited to misusing Products or Services, by interfering with same or accessing same using a method other than the interface and the instructions that JCH provides.

User acknowledges and agrees that JCH may remove, without notice, any content, including any user generated/submitted content that violates the Agreement, including but not limited to copyright or trademark violations, impersonations, unlawful conduct, or harassment or for any other reason set forth in the Rules and Regulations.

User represents and warrants that user shall have, or shall have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any user generated/submitted content that user submits, posts or displays on or through the Platform and agrees that such content shall not contain material subject to copyright or other proprietary rights, unless user has necessary permission or is otherwise legally entitled to post the material and to grant JCH such permission or entitlement.

User agrees that it shall not do any of the following while accessing or using the Platform: (i) access, tamper with, or use non-public areas of the Platform, Platform’s computer systems, or the technical delivery systems of Platform providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures of Platform; (iii) access or search or attempt to access or search the Platform by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by JCH (and only pursuant to the applicable terms and conditions), unless specifically allowed to do so in a separate agreement with; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Platform to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Platform, or by scripting the creation of user generated/submitted content in such a manner as to interfere with or create an undue burden on the Platform; (vi) use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform, or that could damage, disable, overburden, or impair the functioning of the Platform in any manner; (vii) use the Platform to pay for, support or otherwise engage in any activity prohibited by law, including, but not limited to illegal gambling, fraud, money- laundering, or terrorist financing activities; (viii) use or attempt to use another user’s account without authorization; (ix) attempt to circumvent any content filtering techniques Platform may employ, or attempt to access any service or area of the Platform that user is not authorized to access; (x) introduce to the Platform any virus, Trojan, worms, logic bombs or other harmful material; (xi) Encourage or induce any third-party to engage in any of the activities prohibited under this Agreement.

JCH reserves the right to access, read, preserve, and disclose any information as JCH reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Platform, its users and the public. JCH shall disclose personally identifying information to third parties in accordance with the Privacy Policy.

User represents and warrants that any information user provides via the Platform is accurate and complete. User acknowledges and agrees that JCH shall not responsible for any errors or omissions that user makes, arising out of or related to the Platform. User is strongly encouraged to review any action or transaction details carefully before completing them via the Platform.

Nothing in this Agreement is intended to nor shall create any partnership, joint venture, agency, consultancy, or trusteeship, between user and JCH.

Assumption of Risk, Limitations on Liability

User accepts and acknowledges that there are risks associated with utilizing the Platform including, but not limited to, the risk of failure of hardware, software, intermittent or defective internet connections, the risk of malicious software and the risk that third-parties may obtain unauthorized access to any information stored within or associated with use of the Platform or any feature thereof. User accepts and acknowledges that JCH will not be responsible for any communication failures, disruptions, errors, distortions, or delays that user may experience when using the Platform, however caused.

JCH makes no representation or warranty of any kind, express or implied, statutory, or otherwise, regarding the contents of the Platform, information and functions made accessible through the Platform, any hyperlinks to third-party websites, nor for any breach of security associated with the transmission of information through the Platform or any website linked to by the Platform.

JCH will not be responsible or liable to user for any loss and take no responsibility for and will not be liable to user for any use of the Platform, including but not limited to any losses, damages or claims arising from: (a) user error, (b) server failure or data loss, (c) loss of distributed ledger technology tokens (d) corrupted files, (e) unauthorized access to user Accounts (f) any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute forcing or other means of attack against the Platform.

JCH makes no warranty that the Platform or the server that makes it available, are free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected. JCH will not be responsible or liable to user for any loss of any kind, from action taken, or taken in reliance on material, or information, contained on the Platform.

Any and all indemnities, warranties, terms, and conditions (whether express or implied) of or by JCH are hereby excluded to the fullest extent permitted under applicable law.

JCH shall not be liable, in contract, or tort (including, without limitation, negligence), other than where JCH has been fraudulent or grossly negligent.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability to the extent and that may not otherwise be limited or excluded under any applicable law.

Indemnification

User agrees to indemnify and hold harmless JCH (and each of JCH’s employee, officer, council member, consultant, advisor, parents, subsidiaries, affiliates, servants or agents, past, present or future, thereof) from any claim, demand, action, damage, loss, cost, or expense, including without limitation reasonable legal fees, arising out, or relating to:\

User’s use of, or conduct in connection with, the Platform;
User’s violation of any term in this Agreement; or
Violation of any rights of any other person or entity.

In the event that user is obligated to indemnify JCH, JCH shall have the right, in its sole discretion, to control any action or proceeding (at user’s expense) and determine whether JCF will pursue a settlement of any action or proceeding.

No Liability for Third-Party Services and Content

In using the Platform, user may view content or utilize services provided by third parties, including links to web pages and services of such parties (“Third- Party Content”). JCH does not control, endorse, or adopt any Third-Party Content and will have no responsibility for Third-Party Content including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable in any applicable jurisdiction. In addition, user’s dealings or correspondence with such third parties shall be solely between user and the third parties. JCH shall not be responsible or liable for any loss or damage whatsoever and wheresoever, incurred by reason of any such dealings and user acknowledgers and agrees that user’s use of Third-Party Content, and user’s interactions with third parties, is solely at user’s own risk.

User acknowledges and agrees that by using the Platform, user may be exposed to content that might be offensive, harmful, inaccurate, deceptive or otherwise inappropriate and that all such content is the sole responsibility of the person originating such content and that JCF may not monitor or control the content posted by or via the Platform and the JCF shall take no responsibility for such content.

Discontinuation or Modification

JCF expressly reserves the right to modify suspend or terminate user access to or use of the Platform in its sole discretion, immediately and without prior notice, and delete or deactivate any user Account and all related information and file created thereby or thereupon.

Without limitation to the generality of the foregoing, JCF reserves the right to modify, suspend or terminate user access to or use of the Platform and/or any account (including any Account) created thereby or thereupon for breach of any term of the Agreement.

JCF reserves the right to modify, suspend or discontinue, temporarily or permanently, the Platform, or any features or portions of the Platform, without prior notice to user or users in general. User agrees that JCF shall not be liable for any modification, suspension, or discontinuance of the Platform.

Disclaimers

To the fullest extent permitted by applicable law, the Platform is provided on an “as is” and “as available” basis, without warranties or representations of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non- infringement and any warranties implied by any course of performance or usage of trade. JCF does not represent or warrant that the Platform: (a) will be secure or available at any time or location; (b) are accurate, complete, reliable, current, or error-free or that any defects or errors will be corrected; and (c) is free of viruses or other harmful components. User’s use of the Platform is solely at user’s own risk.

Limitation of liability

To the fullest extent permitted by applicable law, and without prejudice to any other waiver or limitation of liability set forth in the Agreement, in no event shall JCF or the any related party to JCF be liable for any special, indirect, incidental, consequential, exemplary or punitive damages, or any other damages of any kind, including, but not limited to, loss of use, loss of profits or loss of data, whether in an action in contract, tort (including, but not limited to, negligence) or otherwise, arising out of, or in any way connected with, the use of, or inability to use, the Platform, including any Products or Services. Without prejudice to the foregoing and to the fullest extent permitted by applicable law, in no event shall the aggregate liability of JCF or any related party, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use of the Platform exceed the user annual fees (calculated on basis of any Platform fees incurred by the user of the course of the calendar year immediately preceding such calculation) for the use of the Platform including any Products or Services.

Complaints and Dispute Resolution

Contact JCF. If User has feedback, or general questions, user should contact JCF via the JCF Support webpage at www.justcarbon.com/#/contact and provide user name, address, and any other information that JCF may need to identify user, their Account(s), and the transaction(s) or content on which user has feedback or questions.

If user believes user’s Account(s) has been compromised, user should report their claims contacting JCF via the JCF Support webpage at (https://www.JustCarbon.com/support). JCF requires that all legal documents (including civil subpoenas, complaints, and small claims) be served on JCF’s registered agent for service of process. Current contact information for JCF’s registered agent can be found at the Site.

Note: By accepting service of a legal document, JCF does not waive any objections that it may have and may raise in response to such document.

Formal Complaint Process. If User has a complaint with JCF (a “Complaint”), user agrees to contact JCF through the JCF Support to attempt to resolve any such complaint amicably. If JCF cannot resolve the dispute through the JCF Support, User and JCF agree to use the Formal Complaint Process set forth below. User agrees to use this process before ﬁling any arbitration claim. If user does not follow the procedures set out in this Section before ﬁling an arbitration claim, JCF shall have the right to ask the arbitrator to dismiss such ﬁling unless and until user completes the following steps.

Procedural Steps. In the event that user’s complaint with JCF is not resolved through user’s contact with JCF Support, user agrees to use JCF’s Complaint Form to describe user’s Complaint, how User would like JCF to resolve the Complaint, and any other information related to user’s dispute that user believes to be relevant (“Notice of Complaint”). The Complaint Form can be found on the JCF support page.

JCF Response

JCF will acknowledge receipt of user’s Notice of Complaint within ten (10) business days. A JCF relations agent ("Agent") will review user’s Complaint and will evaluate such Complaint based on the information user has provided and information in the possession of JCF. Within 30 business days of JCF’s receipt of User’s Notice of Complaint, the Agent will address the issues raised in such Complaint form by sending User an e-mail ("Resolution Notice") in which the Agent will: (i) oﬀer to resolve User’s Complaint in the way requested by User; (ii) make a determination rejecting User’s Complaint and set out the reasons for the rejection; or (iii) oﬀer to resolve user’s Complaint with an alternative solution. In exceptional circumstances, if the Agent is unable to respond to user’s Complaint within 30 business days for reasons beyond JCF's control, the Agent will send User a communication indicating the reasons for any delay in answering user’s Complaint, and specifying the deadline by which the Agent will respond to user’s Complaint, which will be no later than 45 business days from JCF’s receipt of the user’s Notice of Complaint.

Arbitration; Waiver of Class Action. If JCF cannot resolve the complaint through the Formal Complaint Process, user and JCF agree that any complaint arising out of or relating to this Agreement (including with respect to the formation, applicability, breach, termination, validity or enforceability thereof) or any Account or Services, including, without limitation and to the furthest extent permitted by Applicable Law, statutory claims, equitable claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory (“Dispute”), shall be resolved through binding arbitration, on an individual basis (the “Arbitration Agreement”) as follows:

If the user and JCF are involved in any Dispute and are unable to resolve such Dispute either (a) within ninety (90) days of a Notice of Complaint being received by JCF from the user or (b) within ninety days (90) days of JCF delivering a notice to the user of an intention to commence arbitration - such Dispute shall be finally settled by Binding Arbitration, as defined hereinafter.\
Binding Arbitration: Any Dispute not resolved within 90 days as set forth hereinbefore shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties to such arbitration. The number of arbitrators shall be one who shall be selected by the parties to the arbitration. The seat, or legal place, and situs of arbitration shall be Anguilla, British West Indies. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement, and the contractual relations created thereby, shall be the Laws of Anguilla. The arbitration award shall be final and binding on the parties thereto (“Binding Arbitration”). The parties to the arbitration undertake to carry out any award without delay and waive its right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Without prejudice to any indemnification provision of the Agreement, each party to arbitration shall pay their respective attorneys’ fees and expenses.\

NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS: ANY DISPUTE ARISING SHALL BE PERSONAL TO THE PARTIES AND SHALL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. THERE SHALL BE NO CLASS ARBITRATION OR ARBITRATION IN WHICH AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. FURTHER, AND TO THE FURTHEST EXTENT PERMITTED BY APPLICABLE LAW, A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. USER ACKNOWLEDGES THAT BY AGREEING TO THESE TERMS, USER AND JCF ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Applicable Law and Venue

This Agreement and user access to and use of the Platform, including Products and Services shall be governed by, and construed in accordance with, the Laws of Anguilla, without resort to its conflict of law provisions. To the extent only that any arbitration provision in the Agreement does not apply, user agrees that any action at law or in equity arising out of, or relating to, the Agreement shall be filed only in the Courts of Anguilla and user hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of the Agreement.

Termination

JCF reserves the right, without notice and in its sole discretion, to terminate user license to access and use of the Platform, and/or to any Account created thereby or thereupon, and to block or prevent user’s future access to, and use of, the Platform, and/or any Account created thereby or therewith.

Severability of Agreement

If any term, clause, or provision of this Agreement is deemed to be unlawful, void or for any reason unenforceable, then that term, clause or provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

Modifications to Agreement

JCF reserves the right to revise, alter, modify, repeal and replace this Agreement at any time, and from time to time, without prior notice, and any changes thereof shall be published on the Platform and shall immediately thereafter materially affect the rights of the user hereunder. JCF shall not be liable to user for any revision, alteration, modification, replacement, suspension or discontinuance of the Agreement or Platform.

Updates to Platform or Software

JCF may automatically provide software updates or configuration changes and, if applicable, check the version of software and download updates. User may also be required to update the software on user computing access to continue using the Platform. Such updates are subject to the Agreement unless other terms accompany the updates, in which case, those other terms also apply. JCF shall not be obligated to make any updates available and does not guarantee that JCF will support the original or any subsequent version of the software, apps, content or other products related to the Platform. Updates may not be compatible with software or services provided by third parties.

Force Majeure

Force Majeure. Without prejudice to any other limitation of liability set out in the Agreement, JCF shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond JCF’s reasonable control, including but not limited to, signiﬁcant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, ﬁre, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond JCF’s reasonable control and shall not aﬀect the validity and enforceability of any remaining provisions.