Carbon Offsets LLC
A Virginia Limited Liability Company
TERMS & CONDITIONS
The following terms and conditions (“Terms and Conditions”) apply to the relationship between CARBON OFFSETS LLC, a Virginia limited liability company (“Carbon Offsets”) and the client (“Client”), whereby Client purchases Carbon Credits from Carbon Offsets (the “Program”). In consideration of Client’s participation in the Program, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
- These Terms and Conditions.
These Terms and Conditions shall be binding upon the parties.
- Purchase of Carbon Credits.
Client hereby engages Carbon Offsets to purchase Carbon Credits in accordance with and upon these Terms and Conditions.
Client shall remit payment in accordance with the Terms and Conditions and in the amounts set forth on the applicable purchase order on a monthly basis. If payment is not received when due, carbon credits will not be provided until Client’s account is made current. Client shall be charged a late payment fee equal to 5% of the outstanding balance. Additionally, interest on any unpaid amount shall accrue at the greater of the rate of 1.5% per month or the maximum amount permitted by law until paid. Client shall reimburse Carbon Offsets for all expenses, including, but not limited to, attorneys’ and expert witness fees, court costs, and all other expenses incurred in connection with the collection of any amounts owed to Carbon Offsets. No payment by Client of a lesser amount than the total amount due shall be deemed to be a payment in full, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Carbon Offsets may accept such check or payment without prejudice to Carbon Offsets’ right to recover the balance of such amount due or pursue any other remedy provided for herein. All fees payable to Carbon Offsets are subject to the terms below regarding program termination. Fees, expenses, and payments due to Carbon Offsets by Client shall not be subject to set-off or counterclaim.
3.1 No Proration.
All payments made by Client are for the full calendar month in which they are made,and Carbon Offsets shall not pro-rate payments based upon when payments are made.
What this means: Regardless of when you subscribe, be it the 1st, 15th, or 30th of the month, you are retroactively provided the carbon offsets for the complete calendar month in which you signed up. So if you sign up on the 28th, your employees’ personal carbon footprints are offset for the entirety of that calendar month.
- Term and Termination.
Client’s participation in the Program shall commence as of the Effective date and shall continue unless terminated in accordance with this Section. Notwithstanding the foregoing, Client’s participation in the Program shall be terminable by Client in the following circumstnaces:
4.1 Cancelation By Client.
Due to the nature of the work we do Carbon Offsets does not offer refunds or pro-rations upon termination. Cancelations may be made before a subscription renewal date without additional fees. If cancelation is made after the subscription date but before the end of the calendar month, a 10% fee will be charged. If a cancelation is made after the last business day of the calendar month, the cancellation will take effect for the month that follows and no refund will be provided.
What this means: If you subscribed on the 15th of April, your subscription renewal date will be the 15th of each month. If you want to cancel in May, one of the following scenarios is applicable:
- You cancel your subscription before your renewal date of the 15th (or the last business day before the 15th if it falls on a holiday or weekend). Your cancelation is processed and you will not be charged for May nor will you receive any carbon offsets.
- You cancel your subscription on or after your renewal date of the 15th (or the last business day before the 15th if it falls on a holiday or weekend). Your cancelation is processed and 90% of the fee is returned to you as a 10% fee applies to cover the costs of reversing the transaction and our carbon inventory. You will not receive any carbon offsets for the month of May.
- You cancel your subscription after the last business day of May with the intention of canceling for May. No refund will be provided, as your carbon credits will have already been retired on your behalf (which is irreversible). However, your subscription will be canceled for June and no fee or offsets will be charged.
4.2 Cancelation By Carbon Offsets.
Carbon Offset may suspend or terminate Client’s participation in the Program immediately and without the necessity of advanced notice. Irrespective of the basis for termination with without regard to which party hereto initiated the termination, any such termination shall apply only to future Carbon Credits and participation in the Program and shall not entitled Client to receive a refund or pro-rated compensation for it.
- Change Orders.
Client may request adjustments to the Program either in writing or through the self-service portal within the Carbon Offsets website (CarbonOff.co), provided that all such changes are submitted by Client and are approved by Carbon Offsets (each a “Purchase Adjustment”).
5.1 Timing of Purchase Adjustments.
This same considerations made for cancelation or termination apply to purchase adjustments, i.e., adding or removing employees or altering the percentage of their footprint you offset.
What this means:If you modify your subscription before your renewal date, the modifications will be applied with no delay. ou modify your subscription on or after your renewal date, the modifications will be applied the following month.
- Representations; Warranties; Disclaimers.
- The parties hereto represent and warrant that they each have the right, power, and authority to enter into the relationship and to fully perform the obligations hereunder.
- Carbon Offsets may engage one or more third parties to fulfill certain obligations to satisfy the purpose of the Program, Carbon Offsets makes no representation or warranty related to such third parties, and Client’s sole recourse for such work performed by third parties shall be solely against such third parties.
- Carbon Offsets warrants that the Program will be administered reasonably and in conformity with generally prevailing industry standards.
- Except as otherwise provided, the Program is provided on an “as-is” and “as available” basis and Carbon Offsets expressly disclaims any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Carbon Offsets makes no warranty that the Program will meet Client’s specific requirements.
- Client’s participation in the Program is not tax deductible, and Carbon Offsets does not claim that Client’s participation in the Program shall provide for any kind of tax benefit to Client.
- Client’s participation in the Program is completely voluntary and without any expectation that such participation satisfies any statutory, regulatory, environmental, or other legal obligation of Client’s. There may be other mandatory carbon programs which Client must participate in to satisfy other mandatory requirements.
- Carbon Offsets is not a government-sponsored entity.
Client shall notify Carbon Offsets in writing within thirty (30) days after an issue becomes apparent. Carbon Offsets will then have thirty (30) days to reply to the issue, and, if applicable, provide one or more options to remedy the situation. In no case may a refund be provided if the Carbon Credits have already been retired. In the absence of any such notice, the Program shall be deemed satisfactory to, and accepted by, Client, subject to any warranties provided for herein, if any.
- Independent Contractor.
Carbon Offsets is an independent contractor and, as such, neither Carbon Offsets nor its personnel shall be considered employees of Client.
Client shall pay any applicable sales and use taxes and any other comparable taxes which arise from Carbon Offsets’s provision of the Carbon Credits hereunder.
Client shall indemnify, defend, and hold harmless Carbon Offsets and its owners, managers, affiliates, employees, and third-party agents, at Client’s own cost and expense, from and against any and all liabilities, damages, losses, claims, demands, causes of action, debts, costs, and expenses, including attorneys’ fees and court costs, to the extent the same is based upon a claim that Client has breached any of its representations, warranties, or obligations hereunder or that arises out of Client’s negligence or misconduct. If Carbon Offsets is required to respond to, participate in, or assist Client with any litigation commenced or threatened against Client by a third-party, Client shall compensate Carbon Offsets, at Carbon Offsets’s then current hourly billing rate, for such time as may be expended by Carbon Offsets’s employees, and Client shall reimburse Carbon Offsets for any expenses incurred which arise from such response, participation, or assistance by Carbon Offsets.
- Limitation of Liability.
To the maximum extent permitted by law, under no circumstances shall Carbon Offsets be liable to Client or any third-party for any consequential, incidental, indirect, exemplary, special, liquidated, or punitive damages, including lost revenues, lost profits, loss of data, or loss of goodwill, relating to these terms or Client’s participation in the Program, regardless of whether the claim giving rise to such damages is based upon breach of warranty, breach of contract, negligence, tort, or other theory of liability, even if Carbon Offsets has been advised of the possibility thereof.
- Cap on Damages.
To the maximum extent permitted by law, notwithstanding anything herein to the contrary, Carbon Offsets’s cumulative liability to Client for any and all causes of action shall not exceed, in the aggregate, the lesser of: (i) the sum of the fees which were paid by Client to Carbon Offsets within the one (1) month period immediately preceding the event giving rise to the claim; or (ii) Five Hundred Dollars ($500), regardless of whether the claim giving rise to such damages is based upon breach of warranty, breach of contract, negligence, tort, or other theory of liability.
- Compliance with Laws.
Client and its managers, employees, and agents shall comply at all times with all applicable laws, rules, and regulations.
- Force Majeure.
If the performance of any part of the Program by Carbon Offsets is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, acts of terrorism or war, labor disputes, act of God, epidemic or pandemic, interruptions in telecommunications, internet services or network provider services, or any other causes beyond the control of Carbon Offsets, Carbon Offsets shall be excused to the extent that administration of the Program is prevented, hindered, or delayed by such causes and Carbon Offsets shall not be liable for any delay or temporary disruption of the Program resulting therefrom.
Carbon Offsets may display or use Client’s name, trade names, commercial symbols, logos, service marks, trademarks, system names, website links, or other identifying information in advertising, news communications, promotional materials, or otherwise, regardless of media format.
Neither Carbon Offsets nor Client nor any of their owners, managers, officers, affiliates, employees, and third-party agents shall make any statement publicly, in writing or by other media, disparaging the other party, and each party’s actions (including actions by their owners, managers, officers, affiliates, employees, and third-party agents), whether by omission or commission, that harms the public or private perception of the other party, will constitute a material breach. However, the foregoing is not intended to preclude accurate and factual reporting by either party in connection with any law, regulation, or legal right.
The relationship between the parties and these Terms and Conditions shall serve as the complete agreement between the parties concerning the Program and may only be modified in a writing signed by an authorized representative of both parties. If any provision is held by a court of competent jurisdiction to be void or unenforceable, such court may interpret any such provision to the fullest extent of the law with respect there to and the remaining provisions hereof shall remain in full force and effect, to be read and construed as if the void or unenforceable provisions were originally deleted or modified as provided by such court. Client shall reimburse Carbon Offsets for all expenses, including attorneys’ and expert witness fees, court costs, and all other expenses incurred by Carbon Offsets in attempting to enforce any of its rights hereunder. Any notices, requests, demands, waivers, consents, approvals, confirmations, or other communications (each, a “Notice”) that is required hereunder shall be made in writing and be deemed given only if delivered personally, sent by facsimile (with transmission confirmed), by prepaid U.S. certified mail (return receipt requested), or by prepaid express courier to such party. All Notices to Carbon Offsets, shall also be copied to Momentum Law Group, Attention: Michael S. Gottlieb, Esq., 9211 Corporate Boulevard, Suite 350, Rockville, Maryland 20850, facsimile (301) 658-2114. Client may not sell, pledge, license, assign, or otherwise transfer, whether voluntarily, by operating of law or otherwise, any of its rights and obligations under the Program without the prior written consent of Carbon Offsets, which consent may be granted or withheld in Carbon Offsets’s sole and absolute discretion. The relationship between the parties shall be binding upon the parties and their permitted successors and assigns. The waiver by either party of the breach of any provision by the other party shall not operate or be construed as a waiver of any subsequent or other breach by that other party. The Program shall be governed by and construed in its entirety in accordance with the laws of the Commonwealth of Virginia, without regard to any conflict of laws. Any legal action arising under the relationship between the parties relating to the Program shall be instituted solely in the Commonwealth of Virginia. The terms and conditions herein shall not be construed more strictly against any party merely by virtue of the fact that they may have been drafted or prepared by such party or its counsel.