Effective Date: May 20, 2021
1. Electronic Signature and Disclosure Consent Notice
3. No Use Where Prohibited
II. YOUR USE OF THE A2E WEBSITE
1. Your Account and Information
To use the A2E Website and Services, you must register for an account on the A2E Website and provide information about yourself as prompted by the site registration form. As part of the registration for the A2E Website, you will use your true legal name and true electronic mail address, and only provide true, accurate and complete information on the A2E Website and notify A2E immediately of any change in such information.
A2E reserves the right to refuse or reject any request to create an account for any or no reason at A2E’s sole discretion. You are solely responsible for your account, your contact information and other information made available through your account or otherwise via the A2E Website. You will use reasonable care to protect the confidentiality of your log-in information for your account and will not share it with any other person. You will be entirely responsible for the conduct of any person using the A2E Website or accessing your account through use of your log-in information.
2. License to Use A2E Website
3. Your Use of the A2E Website
By accessing or using the A2E Website, you agree that you will not use the A2E Website in any way that:
is unlawful, threatening, violent, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, tortious, indecent, vulgar, profane, obscene, or that A2E deems in its sole discretion to be inappropriate;
may harm A2E, its service providers, or any other person or entity;
violates or infringes the rights of anyone else;
gains or tries to gain unauthorized access to the A2E Website or any portion thereof, A2E’s computers and networks, or A2E’s user data, or that otherwise modifies or interferes with the use or operation of the A2E Website;
imposes an unreasonable or disproportionately large load on A2E’s or its business partners’ infrastructure, including, without limitation, transmitting spam or using other unsolicited mass emailing techniques;
alters, damages, or deletes any content provided by A2E or others, or removes or modifies any copyright or other intellectual property notices that appear on the A2E Website;
contains computer viruses or other disruptive, damaging or harmful files or programs; or
In addition, you represent and warrant that:
you have the right to provide to A2E the information and any other content that you may provide using the A2E Website;
you will use your true legal name and true electronic mail address, and only provide true, accurate and complete information on the A2E Website;
you will not impersonate another person or entity or misrepresent your affiliation with another person or entity, such as by using another person’s or entity’s username, password or other account information or another person’s or entity’s name, likeness, image or photograph;
you are at least 18 years of age, or the legal age of majority where you reside;
III. AIR TO EARTH® CARBON REMOVAL OFFSET SERVICES
1. Ordering A2E CRO Services
In addition to offering A2E CRO Services through the A2E Website, A2E may offer A2E CRO Services directly to customers through other channels. Orders for A2E CRO Services through such other channels will be governed by terms and conditions specified separately by A2E.
You represent that you have not, through and including the completion of Services under any Valid Website Order, participated directly or indirectly in, or purchased, sold or registered any emission allowances or credits in, or entered into any swap or other agreement which references the emissions allowances or credits in, RGGI or any other specified venue for A2E CROs (defined below) to which a Valid Website Order relates, except through A2E under such Valid Website Order.
2. Pricing for A2E CRO Services
A Website Order Confirmation confirms your purchase price for A2E CRO Services (the “Purchase Amount”). All prices are quoted in US dollars and are net prices that do not include value added, sales or other taxes, each of which, if applicable, will be payable by you in the amount specified by applicable law. Additional taxes or charges, including, without limitation, foreign exchange transaction fees, will be borne by you.
3. Background: Air to Earth® Permanent Carbon Removal
Overview. Subject to A2E receiving from you payment of the Purchase Amount under a Valid Website Order, you understand that ninety percent (90%) of the Purchase Amount will be paid to third parties (as described further below, “Third Party Payments”) for A2E CRO Services, Carbon Removal Advocacy (as defined below) and Nature Based Carbon Removal (as defined below) and the remaining ten percent (10%) portion of the Purchase Amount (such portion, the “A2E Payment”) will be used for general corporate purposes of A2E and its affiliates, which include, without limitation, general and administrative expenses, capital expenses and investment in technological development of carbon dioxide (“CO2”) removal technologies, including, without limitation, engineering, design, patenting and development of direct air capture and CO2 storage and usage projects (collectively, “A2E Activities”, and together with A2E CRO Services, Carbon Removal Advocacy and Nature Based Carbon Removal, “Air to Earth® Permanent Carbon Removal”). You acknowledge, agree and disclaim, and you do not and will not have, any right, title or interest in or to any property or product or intellectual property developed from or on behalf of A2E or any of its affiliates, or in connection with any of the A2E Activities, including, without limitation, any U.S. or foreign copyrights, patents or other intellectual property related to CO2 removal or otherwise.
Third Party Payments. You understand that, of the ninety percent (90%) of your Purchase Amount (which we will use for Third Party Payments), we will use (i) seventy percent (70%) of such Purchase Amount (such amount, the “CRO Amount”) for A2E CRO Services and (ii) twenty percent (20%) of such Purchase Amount for Carbon Removal Advocacy and Nature Based Carbon Removal. Third Party Payments include, without limitation, out of pocket, third party transactional costs (which may include, without limitation, fees and costs charged by the specified venue for the acquisition of CO2 allowances, fees and costs charged by financial institutions to process payments and fees for commissions arising out of or related to the A2E CRO Services) and fees to other third parties such as legal or accounting advisors attributable to a Valid Website Order or the performance of a Valid Website Order (collectively, “Transaction Costs”). Payment of Transaction Costs will reduce the amount of Third Party Payments otherwise available for Carbon Removal Advocacy as described in clause (ii) above.
A2E CRO Services. As used herein, the term “A2E CRO Services” or “Air to Earth® Carbon Removal Offset Services” means the use of CRO Amounts to acquire and hold CO2 allowances. As described further below, A2E CRO Services are intended to provide a way for you to indirectly retire CO2 allowances and thereby help cause power plants and potentially other regulated third parties to reduce their CO2 emissions. You understand that we acquire CO2 allowances at one or more quarterly Auctions (as defined below) conducted by RGGI (as defined below) and/or other entities that conduct periodic auctions of regulated CO2 allowances.
Carbon Removal Advocacy. As used herein, the term “Carbon Removal Advocacy” means activities that are designed to promote (i) the benefits of reducing emissions and removing CO2 or other greenhouse gases from the atmosphere, (ii) the importance and duty to take action and be part of the solution and (iii) specific methods and ways that are available for doing so in the marketplace, including, without limitation, those methods and ways that are offered by A2E.
Nature-Based Carbon Removal. As used herein, the term “Nature-Based Carbon Removal” means and includes, without limitation, funding for activities that remove CO2 from the atmosphere, or avoid CO2 from entering the atmosphere, through biological and/or natural environmental means.
4. Description of A2E CRO Services
You acknowledge the following: (i) the Regional Greenhouse Gas Initiative (“RGGI”) is a cooperative effort by a group of New England and Mid-Atlantic States aimed at reducing CO2 emissions, a greenhouse gas that causes global warming; (ii) RGGI is one of a number of entities currently working to reduce CO2 emissions from power plants and potentially other regulated parties through the implementation of CO2 budget trading programs; (iii) these CO2 budget trading programs are supported through periodic carbon allowance auctions (“Auctions”) and an auction platform, each managed by a designated auction manager (“Auction Manager”) (in the case of RGGI, the Auction Manager is referred to as the RGGI CO2 Budget Trading Programs Auction Manager); (iv) RGGI’s Auctions are currently conducted on a quarterly basis; (v) CO2 allowances that are acquired through Auctions are held and tracked in an associated CO2 Allowance Tracking System provided by the Auction Manager or its associated organization; and (vi) more details about RGGI can be found at www.rggi.org.
You acknowledge and agree as follows:
a. As of the third (3rd) Wednesday of the second (2nd) month of each calendar quarter (each such day, a “Registry Day”), we compute (i) the total CRO Amounts that we received from you and other A2E customers since the immediately preceding Registry Day (such total amount, “CRO Proceeds”) and (ii) your pro rata share of the CRO Proceeds as of such Registry Date (“Your Registered Share”). Your Registered Share is computed for each Registry Day, but only to the extent a CRO Amount has been received from you since the immediately preceding Registry Day. For clarity, if we have not received from you a CRO Amount for a given Registry Day, Your Registered Share is zero for the Auction associated with such Registry Day.
b. As a condition to participating in an Auction, the applicable Auction Manager requires financial security in advance for the bids that are submitted in such Auction. The amount of financial security we deliver for each Auction equals (i) the CRO Proceeds we compute as of the most recent Registry Day (“Current Period Financial Security”) plus (ii) the portion (if any) of the excess financial security funds returned by the Auction Manger attributable to prior Registry Day(s) that is then still held by A2E as unused CRO Proceeds (“Prior Period Financial Security”).
c. The quantity of CO2 allowances we acquire at an Auction is known as the “Cleared Quantity” for such Auction. Our Auction success is based on how the bids we submit to the Auction Manager compare to the Auction clearing price (“Cleared Price”). We anticipate submitting multiple bids of varying quantities and prices in a manner that meets the requirement to provide the Auction Manager financial security for the bids we submit. A2E’s bid strategy is confidential; we will not share with you this information nor any information related to A2E’s bids (e.g., quantities, prices). For bids submitted at a price that is higher than the Cleared Price for an Auction, those bids win CO2 allowances at the Cleared Price and are awarded CO2 allowances in an aggregate quantity equal to the Cleared Quantity. The cost of these awarded CO2 allowances is known as the “Cleared Amount” for such Auction and is determined by multiplying the Cleared Quantity for such Auction by the Cleared Price for such Auction. The Auction Manager deducts the Cleared Amount from the financial security we provided and returns to A2E any unused excess portion of such financial security.
d. The quantity of CO2 allowances that we register in your A2E account is “Your Service Quantity”, which is denominated in metric tons and calculated to three significant digits. Some CO2 allowances are denominated in short tons, and we use a conversion factor of 0.907185 metric tons per short ton to determine Your Service Quantity. With respect to a given Auction, Your Service Quantity is based on (i) the Cleared Quantity, (ii) the Cleared Price, (iii) the Current Period Financial Security and the Prior Period Financial Security (if any) that we deliver to the Auction Manager and (iv) Your Registered Share of each, computed as of the applicable Registry Day. The “Prior Period Quantity”, with respect to a given Auction, equals the ratio having (x) a numerator equal to the lesser of the Prior Period Financial Security and the Cleared Amount for such Auction and (y) a denominator equal to the Cleared Price for such Auction. The “Current Period Quantity”, with respect to a given Auction, equals the amount, if any, by which the Cleared Quantity exceeds the Prior Period Quantity for such Auction. Your Service Quantity as of a given Registry Day is conclusively determined by auction results as (A) Your Registered Share of the Prior Period Quantity plus (B) Your Registered Share of the Current Period Quantity. To the extent the Prior Period Quantity relates to multiple Registry Days, the apportionment of the Cleared Quantity to the Prior Period Quantity is done on a “first-in / first-out” sequential basis and apportioned to you based on Your Registered Share relating to each applicable Registry Day.
e. Notwithstanding the foregoing, A2E may elect to fulfill all or a portion of a Valid Website Order using CO2 allowances owned by A2E or an affiliate of A2E, at a price equal to the Cleared Price from the then most recent Auction. In some instances, A2E or A2E’s affiliates may have acquired such CO2 allowances in a previous Auction at a price that is lower than such Cleared Price. A2E will have no duty to disclose to you such circumstances nor any duty to share with you any benefit realized by A2E or A2E’s affiliates by fulfilling Valid Website Orders using such CO2 allowances. In such event, CRO Proceeds used to fulfill all or a portion of a Valid Website Order under this section shall be treated as the Cleared Amount; the Cleared Quantity attributable thereto shall equal such Cleared Amount divided by the Cleared Price, rounded to the nearest short ton.
f. The A2E CRO Services covered by a given Valid Website Order are completed upon the last day that any CRO Proceeds in connection therewith are fully used to acquire CO2 allowances, rounded to the nearest short ton.
The following examples are provided to illustrate the calculations described above.
a. Example 1
Assume for the period that ends on Registry Day “1”, the CRO Proceeds are $1,000,000 and your total CRO Amount is $100. Based on the above, Your Registered Share would be 0.01% and the Current Period Financial Security would be $1,000,000.
Next, we further assume for this example that (i) the Prior Period Financial Security is $0.00 (zero dollars), (ii) we deliver $1,000,000 of financial security to the Auction Manager, (iii) the Cleared Price for this Auction is $7.00 / short ton, and (iv) we bid for 140,000 CO2 allowances at a price of $7.02 / short ton.
Under the foregoing assumptions, (A) the Cleared Quantity would be 140,000 short tons, (B) the Cleared Amount would be $980,000, (C) the Auction Manager would return to A2E $20,000 of the financial security paid by A2E for such Auction, and (D) Your Service Quantity would be 12.701 metric tons (i.e., 140,000 multiplied by 0.907185 multiplied by 0.01%).
b. Example 2
Assume for the period that starts on the day after Registry Day “1” and ends on Registry Day “2” (i.e., the Registry Day that immediately follows Registry Day “1”), the CRO Proceeds are $2,000,000 and your total CRO Amount is $100. Based on the above, Your Registered Share for Registry Day “2” would be 0.005% and the Current Period Financial Security would be $2,000,000. In addition, based on Example 1 above, the Prior Period Financial Security relating to the period ending on Registry Day 1 would be $20,000.
Next, assume that (i) we deliver $2,020,000 of financial security to the Auction Manager, (ii) the Cleared Price for this Auction is $7.30 / short ton, and (iii) we bid for 275,000 allowances at a price of $7.32 / short ton.
Under the foregoing assumptions, (A) the Cleared Quantity would be 275,000 short tons, (B) the Cleared Amount would be $2,007,500, (C) the Auction Manager would return to A2E $12,500 of the financial security paid by A2E for such Auction, (D) the Prior Period Quantity would be 2,739.726 short tons (determined as the ratio having (x) a numerator equal to the lesser of the Prior Period Financial Security and the Cleared Amount (i.e., in this case, $20,000) and (y) a denominator equal to the Cleared Price (i.e., $7.30 / short ton), (E) the Current Period Quantity would be 272,260.274 short tons and equal the amount by which the Cleared Quantity exceeds the Prior Period Quantity (i.e., 275,000 less 2,739.726), and (F) Your Service Quantity would be 12.598 metric tons (i.e.,2,739.726 multiplied by 0.907185 multiplied by 0.01% plus 272,260.274 multiplied by 0.907185 multiplied by 0.005%).
b. Example 3
Assume for the period that starts on the day after Registry Day “2” and ends on Registry Day “3” (i.e., the Registry Day that immediately follows Registry Day “2”), the CRO Proceeds are $3,000,000 and your total CRO Amount is $0. Based on the above, Your Registered Share for Registry Day “3” would be 0% and the Current Period Financial Security would be $3,000,000. In addition, based on Example 2 above, the Prior Period Financial Security relating to the period ending on Registry Day 2 would be $12,500.
Next assume that (i) we deliver $3,012,500 of financial security to the Auction Manager, (ii) the Cleared Price for this Auction is $7.50 / short ton, and (iii) we bid for 398,000 allowances at a price of $7.56 / short ton.
Under the foregoing assumptions, (A) the Cleared Quantity would be 398,000 short tons, (B) the Cleared Amount would be $2,985,000, (C) the Auction Manager would return to A2E $27,500 of the financial security paid by A2E for such Auction, (D) the Prior Period Quantity would be 1,666.667 short tons (determined as the ratio having (x) a numerator equal to the lesser of the Prior Period Financial Security and the Cleared Amount (i.e., in this case, $12,500) and (y) a denominator equal to the Cleared Price (i.e., $7.50 / short ton), (E) the Current Period Quantity would be 396,333.333 short tons and equal the amount by which the Cleared Quantity exceeds the Prior Period Quantity (i.e., 398,000 less 1,666.667), and (F) Your Service Quantity would be 0.075 metric tons (1,666.667 multiplied by 0.907185 multiplied by 0.005% plus 396,333.333 multiplied by 0.907185 multiplied by 0%).
5. A2E CRO Services Certificate
We register Your Service Quantity for each applicable Auction and issue and record as retired a comparable share of Air to Earth® Carbon Removal Offsets (“A2E CROs”) in a registry (the “A2E CRO Registry”) that we maintain pursuant to our standard (the “Air to Earth® Standard”). The A2E CRO Registry and the Air to Earth® Standard are available at www.airtoearth.com. Each A2E CROs represents one metric ton of CO2 allowances. After the end of each calendar year, we will send you (at the email address you provided to us when you signed up for your A2E account) a document (an “A2E CRO Services Certificate”) that confirms the total quantity of A2E CROs attributable to you.
6. Subscription Plans
In addition to fixed amount, one-time purchases, A2E may offer various types of subscription purchase plans, including, without limitation, monthly and annual subscriptions of various dollar amounts (each, a “Subscription Plan”).
AUTOMATIC RENEWAL TERMS
When you sign-up for a Subscription Plan, you will be required to (i) provide us with your credit card information, (ii) expressly agree that we may charge your credit card on a recurring basis without further authorization from you, and (iii) agree to the amount of the charges that we may charge you on a recurring basis (such charges, “Recurring Charges”). Once you satisfy these requirements, A2E may charge your credit card account the full amount of the Recurring Charges, on a monthly or annual basis, depending on the particular Subscription Plan you purchased (such period, the “Subscription Period”) without any further authorization from you, until you notify A2E that you wish to terminate such authorization and cancel your Subscription Plan or that you wish to update your credit card information or change the type of Subscription Plan you are purchasing (e.g., from a $17 per month plan to a $34 per month plan, or from a monthly plan to an annual plan). Information on how to cancel or change your Subscription Plan is described below.
YOUR RESPONSIBILITY TO PAY FOR SUBSCRIPTION PLANS
By purchasing a Subscription Plan, you agree and acknowledge that your Subscription Plan has an initial and recurring charge equal to the Recurring Charges and you are liable for all Recurring Charges for your Subscription Plan until the date you cancel your Subscription Plan. Please note that your liability for Recurring Charges will continue regardless of the expiration or cancellation of your credit card.
Automatic Monthly and Annual Renewal Terms
Your Subscription Plan will be renewed automatically for successive Subscription Periods (either monthly or annual, depending on the Subscription Plan you purchased) and your credit card will be charged automatically for each successive Subscription Period at the applicable Recurring Charges until you cancel your Subscription Plan renewal.
We will send you a notice, at the email address you provided to us when you signed up for your A2E account, when your annual Subscription Plan renews. If you do not want your Subscription Plan (whether annual or monthly), to renew, you are responsible for cancelling your plan prior to its renewal, as described below.
Cancellation Policy for Subscription Plan Renewals
To cancel your Subscription Plan for the following Subscription Period, you may at any time (i) logon to your A2E account and follow the cancellation procedures there, or (ii) send us a message at email@example.com and we will cancel your plan for you. Once you cancel your Subscription Plan, we will not charge your credit card Recurring Charges for the next Subscription Period billing cycle. However, your Subscription Plan will remain active until the end of your then-current Subscription Period.
CHANGES TO SUBSCRIPTIONS PLANS
IV. THIRD PARTY CONTENT; DISCLAIMERS
1. Third Party Content
The A2E Website includes, among other things, content provided by third parties and may also contain links to third party sites (collectively, “Third Party Content”). A2E does not take responsibility for any Third Party Content. You understand that A2E has no obligation to, and generally does not, approve or monitor materials provided by third parties, including, without limitation, through the A2E Website.
UNDER NO CIRCUMSTANCES WILL A2E BE LIABLE IN ANY WAY FOR ANY THIRD PARTY CONTENT OR ANY THIRD PARTY SITES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR OTHERWISE TRANSMITTED VIA THE A2E WEBSITE.
2. Accuracy of Data
A2E makes no warranties or representations as to the accuracy, completeness or timeliness of the content provided as part of the A2E Website or any of the Services. A2E assumes no liability or responsibility for any errors or omissions in the A2E Website. No warranty, expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability or usefulness of any materials or content.
3. Security of Communications
A2E is committed to maintaining the security of the data you provide us and will take reasonable precautions to protect your personal information. However, there is always some risk in transmitting information over the Internet. Because the A2E Website is provided through the Internet, you agree that when you use the A2E Website, your communications may be intercepted by others. For this reason, A2E cannot guarantee the security and privacy of transmissions via the Internet, and you agree that we will not be liable for any lack of security relating to the use of the A2E Website by you. You agree that you will not hold A2E liable for any damages resulting from any loss of privacy or security occurring in connection with any communications over such networks.
THE A2E WEBSITE AND SERVICES ARE PROVIDED “AS IS,” AND A2E: (i) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (ii) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, INFRINGEMENT AND TITLE; AND (iii) DOES NOT REPRESENT OR WARRANT THAT THE A2E WEBSITE OR SERVICES WILL BE ACCURATE OR ERROR-FREE, WILL BE AVAILABLE OR THAT ACCESS WILL BE UNINTERRUPTED, WILL MEET YOUR REQUIREMENTS, OR WILL BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF, OR INABILITY TO USE, THE A2E WEBSITE OR SERVICES. USE OF THE A2E WEBSITE AND SERVICES IS AT YOUR SOLE RISK. A2E MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED USING THE A2E WEBSITE OR SERVICES. A2E EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTIES AS TO THE SERVICES (EXCEPT AS EXPRESSLY DESCRIBED ABOVE) OR ANY BENEFIT THAT MAY BE ACCRUED FROM THE THIRD PARTY PAYMENTS. A2E DISCLAIMS ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE RGGI OR ANY OTHER ENTITY FOR A2E CRO SERVICES OR ANY OTHER PARTIES THAT RECEIVE THIRD PARTY PAYMENTS, AND YOU ACKNOWLEDGE THAT YOU WILL NOT HAVE ANY RECOURSE TO A2E BASED ON THE BREACH OF ANY AGREEMENT BY SUCH PARTY WITH A2E OR OTHERWISE, OR ANY FRAUD OR MISREPRESENTATION OF SUCH PARTY. A2E DOES NOT ENDORSE OR WARRANT RGGI OR ANY OTHER ENTITY FOR A2E CRO SERVICES OR ANY OF THE FIRMS IT UTILIZES FOR THIRD PARTY PAYMENTS IN RESPECT OF ANY OTHER SERVICES.
YOU ASSUME ANY AND ALL LIABILITY FROM ANY REPRESENTATION, WARRANTY OR AGREEMENT TO THIRD PARTIES RELATED TO THIS AGREEMENT OR ANY ENVIRONMENTAL BENEFITS DERIVING THEREFROM IN ANY COMMUNICATIONS, ADVERTISEMENTS, “ESG” REPORTING OR FOR ANY OTHER PURPOSE. YOU MAY NOT SEEK ANY REMUNERATION OR COMPENSATION OR DIVIDE OR ALLOCATE THE BENEFITS OF THIS AGREEMENT, OR MAKE ANY OTHER ARRANGEMENTS WITH REGARD TO THIS AGREEMENT. A2E DISCLAIMS ANY OBLIGATION OR AGREEMENT WITH RESPECT TO ANY AGREEMENT OR ARRANGEMENT AMONG ITS CUSTOMERS.
IN ADDITION TO THE FOREGOING DISCLAIMERS, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT (A) WE DO NOT CONTROL THE AUCTION PROCESS, OR THE RESULTS OF ANY AUCTION, (B) WE ARE NOT RESPONSIBLE FOR ANY ACTS, OMISSIONS, CHANGES TO POLICIES OR LAWS OR OTHER THINGS THAT A PARTICIPATING STATE, RGGI, THE AUCTION MANAGER OR ANY OTHER THIRD PARTY MAY DO OR NOT DO IN CONNECTION WITH AN AUCTION, INCLUDING, WITHOUT LIMITATION, WHETHER THE AUCTION MANAGER WILL RETURN TO A2E ANY FINANCIAL SECURITY, AND (C) THERE IS NO GUARANTEE THAT A2E’S BIDS IN AUCTIONS WILL BE SUCCESSFUL OR THAT PAYMENT OF THE PURCHASE AMOUNT WILL RESULT IN YOU RECEIVING ANY PARTICULAR AMOUNT OF CARBON ALLOWANCES AT ANY PARTICULAR PRICE. MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT RGGI, OR ANY PARTICIPATING STATE OR OTHER ENTITY, COULD AT ANY TIME MODIFY THE CONDITIONS, PROCESSES OR REQUIREMENTS ASSOCIATED WITH AUCTIONS, INCLUDING, WITHOUT LIMITATION, BY TERMINATING AUCTIONS OR THE AUCTION PROCESS, OR CHANGING THE DATES OF SCHEDULED AUCTIONS, OR CHANGING THE FREQUENCY AT WHICH AUCTIONS ARE HELD OR THE COSTS OF PARTICIPATING IN AUCTIONS. A2E RESERVES THE RIGHT TO REVISE THESE TERMS AND CONDITIONS AS IT DEEMS APPROPRIATE TO ADDRESS SUCH CHANGES OR OTHERWISE.
Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by the applicable law. Neither A2E, any of its employees or contractors, nor any other party involved in producing or delivering the A2E Website or Services, shall be held liable for any improper or incorrect use of the A2E Website, consent or services.
VI. SUBMISSION OF FEEDBACK
If you submit a comment, suggestion or any other material (“Feedback”) to A2E related to the A2E Website or the Services (excluding any illegal content), you hereby assign all ownership in and to such Feedback to A2E and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant to A2E a non-exclusive right to use, display, reproduce, modify and distribute the Feedback in whole or in part, anywhere in perpetuity in any and all media, whether alone or together or as part of any material of any kind or nature in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. Without limiting any of the foregoing, A2E will have the right to use, copy, display, perform, distribute, modify and re-format Feedback in any manner that A2E may determine, without any obligation of confidentiality, attribution or compensation to you. By submitting Feedback, you represent and warrant to A2E that you have all necessary rights in and to such Feedback and all information it contains and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.
VII. OWNERSHIP OF INTELLECTUAL PROPERTY
VIII. LIMITATION OF LIABILITY AND INDEMNITY
1. Limitation of Liability
YOU SHALL AND HEREBY DO RELEASE A2E, ITS AFFILIATES, SUPPLIERS AND LICENSORS, AND ITS AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES AND CONTRACTORS FROM ANY AND ALL CLAIMS, LIABILITIES AND LOSSES IN CONNECTION WITH THE A2E WEBSITE OR SERVICES. YOU FURTHER AGREE THAT THIS RELEASE EXTENDS TO ANY PARTY CLAIMING UNDER YOU AND THAT NO INSURANCE COMPANY WILL HAVE ANY RIGHT OF SUBROGATION.
NEITHER A2E, NOR ITS AFFILIATES, SUPPLIERS AND LICENSORS, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTRACTORS WILL BE LIABLE TO YOU OR ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE A2E WEBSITE OR SERVICES, EVEN IF MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE LIABILITY OF A2E UNDER OR IN CONNECTION WITH A2E CRO SERVICES SHALL BE LIMITED TO THE PURCHASE AMOUNT THAT YOU PAID TO A2E, AND THAT A2E RETAINED, FOR THE A2E CRO SERVICES GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS IN CONTRACT AND TORT (SUCH AS NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THOSE PARTICULAR LIMITATIONS MAY NOT APPLY TO YOU.
IX. APPLICABLE LAW
Any dispute arising out of your use of the A2E Website shall be resolved according to the laws of the State of Delaware, United States of America, without giving effect to its principles of conflicts of laws. The federal and state courts of the State of Delaware shall have exclusive jurisdiction over all claims.
X. SUSPENSION AND TERMINATION
1. Suspension or Termination by A2E
A2E reserves the right to modify, terminate and suspend the operation of the A2E Website and Services (or any portion thereof) without notice or liability, at any time and for any or no reason in its sole and absolute discretion.
2. Cancellation of Account by You
Notices should be sent to:
A2E Solutions LLC
60 East 42nd Street – Suite 4600
New York, NY 10165
XII. CONTACT US