Effective Date: March 1, 2021
Note, in addition to the other portions of these Terms of Use, Section III below applies to you if you are submitting an order for A2E CRO Services (as defined below).
I. INTRODUCTION
Please read these Terms of Use carefully before using the Air to Earth® website.
A2E Solutions LLC (“we” or “A2E”) welcomes you to its website (the “A2E Website”). The A2E Website enables you to access content, products and services available on or through the A2E Website (collectively, “Services”). These Terms of Use form a binding legal agreement between you and A2E regarding your access to and use of the A2E Website and Services. For purposes of these Terms of Use, “content” means data, information, content, documentation, opinion, advice, white papers, reports, proposals, descriptions, statement or other materials, whether written, visual, audio, audiovisual or other information or materials that are available on or that form part of the A2E Website.
BY ACCESSING, BROWSING OR USING THE A2E WEBSITE OR ANY OF THE SERVICES, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND, AND ARE ACCEPTING AND AGREEING (A) TO BE BOUND BY, THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN AND (B) TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE A2E WEBSITE OR SERVICES.
1. Electronic Signature and Disclosure Consent Notice
You agree to the use of electronic documents and records in connection with your registration for or other use of the A2E Website and Services and for all future documents and records in connection with the A2E Website—including without limitation this electronic signature and disclosure notice—and that this use satisfies any requirement that we provide you in writing these documents and obtain your written consent to such use of electronic documents and records. If you do not agree to such use of electronic documents and records, do not accept these Terms of Use. You may obtain a paper copy of such document or information, but A2E may charge you a fee for such paper copies. You may withdraw your consent to the use of electronic documents and records, but if you do so, A2E may terminate its relationship with you and you will no longer be permitted to purchase or access A2E CRO Services through the A2E Website. You may update your contact information at any time on the A2E Website. To receive or access electronic documents and records, you must have the following equipment and software: (a) a device that is capable of accessing the Internet; (b) an Internet browser that supports at a minimum HTML 4.0 and 128-bit SSL encryption; and (c) software that permits you to receive and access Portable Document Format or “PDF” files. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements. Your proceeding with the A2E account signup process or the use of the A2E Website indicates your acceptance of this notice.
2. Updates to and Acceptance of Terms of Use
From time to time, we may update these Terms of Use. If we do, we will note near the top of this page the date that any changes are made and/or when they become effective. You should revisit these Terms of Use on a regular basis, as revised versions will be binding upon you. Specifically, the version of these Terms of Use in effect at the time of your specific access to a Website shall be the version that governs that specific access to such Website. Your continued access to, browsing or use of the A2E Website or any of the Services after the effective date of such changes to these Terms of Use will tell us that you agree to those changes. If you do not agree to the revised Terms of Use, you are not authorized to access or use the A2E Website or Services and you must disconnect from and not use the A2E Website and Services. You are not authorized to change these Terms of Use in any manner.
3. No Use Where Prohibited
The A2E Website and Services are not directed to and may not be used by any person or entity in any jurisdiction where the direction to or use of the A2E Website or Services is prohibited by or would be contrary to any applicable laws or regulations. As a condition of your access to and use of the A2E Website and Services, you represent and warrant that you will not use the A2E Website or Services for any purpose that is prohibited by these Terms of Use or is in violation of any applicable laws and regulations.
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.
You agree that A2E may, and may permit others to, use, copy, display, reproduce, distribute, modify, translate, remove, analyze, and prepare derivative works based upon, the information that you provide in connection with your use of the A2E Website for purposes of providing to you the A2E Website and Services and as otherwise described in these Terms of Use and the A2E Privacy Policy.
2. License to Use A2E Website
Subject to your compliance with these Terms of Use, A2E grants you a limited, non-exclusive, revocable, non-assignable, personal and non-transferable license to access and make personal use of the A2E Website solely for the purpose of reviewing content and purchasing Services. The foregoing license does not include any resale or commercial use or derivative use of the A2E Website or Services. The A2E Website and Services, and any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purposes without A2E’s express written consent.
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
otherwise violates these Terms of Use or any other guidelines or policies provided by A2E.
In addition, you represent and warrant that:
the information and any other content that you may provide using the A2E Website does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; complies with all applicable local, state, provincial, national and other laws, rules and regulations; and does not violate these Terms of Use;
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;
you have all requisite rights and authority to use the A2E Website and to enter into these Terms of Use; and
the performance of your obligations under these Terms of Use will not violate, conflict with, or result in a default under any other agreement, including, without limitation, confidentiality agreements between you and third parties.
III. AIR TO EARTH® CARBON REMOVAL OFFSET SERVICES
1. Ordering A2E CRO Services
A2E CRO Services (defined below) can be ordered through the A2E Website at www.airtoearth.com. To place an order for A2E CRO Services through the A2E Website ("Website Service Order"), you will be required to register for an account on the A2E Website. All Website Service Orders are (i) contingent upon written order confirmation from A2E ("Website Order Confirmation") and (ii) subject to such Website Order Confirmation and these Terms of Use. Website Service Orders for which we have provided to you a Website Order Confirmation are referred to as “Valid Website Orders”.
For clarity, for a given Valid Website Order, the version of these Terms of Use that shall apply is the version in effect at the time A2E issues the corresponding Website Order Confirmation for such Valid Website Order.
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.
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 and Nature Based Carbon Removal 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 activities related to using CRO Amounts to acquire and retire CO2 allowances and related administration. As described further below, A2E CRO Services are intended to provide a way for you to 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 gasses 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
RGGI
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.
Auction Mechanics
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 an 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”. With respect to a given Auction, Your Service Quantity is based on (i) the Cleared Quantity, (ii) the Cleared Price and (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.
f. The A2E CRO Services covered by a given Valid Website Order are completed upon the date your CRO Amount is fully used to acquire CO2 allowances.
Illustrative Examples
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 14 tons (i.e., 140,000 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 13.887 short tons (2,739.726 multiplied by 0.01% plus 272,260.274 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 0.083 short tons (1,666.667 multiplied by 0.005% plus 396,333.333 multiplied by 0%).
5. A2E CRO Services Certificate
We issue and record as retired a quantity of A2E CROs in A2E’s carbon removal offset register (the "A2E CRO Register") equal to Your Service Quantity for each applicable Auction. After the end of each calendar year, we send you, at the email address you provided when you registered for your A2E account, a document (an “A2E CRO Services Certificate”) to confirm 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 info@airtoearth.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
We reserve the right to change the Subscription Plans that we offer, in any respect and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes or changes to your Subscriptions Plan(s) will take effect following our sending notice to you, at the email address you provided to us when you signed up for your A2E account.
In addition to our other rights under these Terms of Use, we reserve the right to cancel your Subscription Plan at any time as a result of a violation of these Terms of Use or the Privacy Policy.
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.
You acknowledge and agree that third party sites may have different privacy policies and terms and conditions than A2E. A2E does not verify, make any representations or take responsibility for such third party sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed or any other activities conducted on or through such third party sites. You should carefully review the privacy policy and terms and conditions of each website you visit. A2E is not responsible for the content or privacy practices of such third party sites.
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.
4. Disclaimers
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.
IN ADDITION TO THE FOREGOING DISCLAIMERS, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT (A) AT NO TIME ARE WE ACTING AS YOUR AGENT, (B) WE DO NOT CONTROL THE AUCTION PROCESS, OR THE RESULTS OF ANY AUCTION, (C) 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 (D) THERE IS NO GUARANTY THAT AE2’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, OR TO CANCEL ANY VALID WEBSITE ORDER(S) AND REFUND TO YOU THE THEN UNUSED PORTION OF THE PURCHASE AMOUNT YOU PAID FOR FUTURE AUCTIONS, OR BOTH.
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.
V. PRIVACY
The A2E Website Privacy Policy is available at www.airtoearth.com. This Privacy Policy may change from time to time, so review it with regularity and care. The Privacy Policy governs how the information that you provide from your use of the A2E Website or Services may be collected, used and disclosed by A2E. By using the A2E Website or Services, you consent to this collection, use, and disclosure by A2E.
The A2E Website may contain links to websites owned by third parties. The A2E Website Privacy Policy does not cover the practices of such third parties. Such third parties may have their own privacy policies regarding their own policies and practices regarding your information. You are responsible for reviewing the privacy policies of such third parties. A2E is not responsible for what a third party may do or not do with your information that you provide.
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
You acknowledge and agree that A2E and its licensors (and each of their respective successors and assigns) own the copyrights, trademarks, service marks, and trade dress rights to all materials and content displayed on and from the A2E Website (including, without limitation, visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of the A2E Website) (the “Intellectual Property”). You may not reproduce, modify, create derivative works based upon, display, frame, perform any such materials or content, or publish, distribute, disseminate, transmit, broadcast or circulate any such materials or content to any third party (including, without limitation, displaying or distributing the material using a third party website) without A2E’s prior written consent, except for the use of such materials and content as necessary to use the A2E Website for its intended purposes. You may use the A2E CRO Services Certificate that we provide to you to solely assert Your Service Quantity that is attributable to you. A2E retains all rights that are not otherwise expressly granted in these Terms of Use. In particular, no license, rights of use and/or ownership of any kind of Intellectual Property is granted and all know-how, patents, trademarks, tradenames, designs, copyrights, manufacturing or business secrets and all other intellectual property that is owned or licensed by A2E at any time shall remain the exclusive and unrestricted property of AE2 and A2E’s affiliates.
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.
2. Indemnity
You agree to indemnify, defend, and hold A2E and its affiliates, suppliers and licensors, and its and their respective officers, directors, employees, contractors and agents, harmless from and against any and all claims and all liabilities, assessments, losses, costs (including, without limitation, reasonable attorneys’ fees) and damages arising out of or relating to your actions or in connection with the A2E Website or Services, including, without limitation, your use of, or inability to use, the A2E Website or Services, and any information you submit, post, transmit, or make available via the A2E Website or Services; failure to safeguard your passwords or other account information; violation of these Terms of Use, the A2E Website Privacy Policy, or any other policy referenced in these Terms of Use, any applicable law or regulation, or the rights of any third party; and any taxes that you may be responsible for under these Terms of Use.
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 may suspend or terminate your access to all or any part of the A2E Website and/or the Services (including, without limitation, with respect to a particular Valid Website Order) at any time and for any reason, including, without limitation, for any violation of these Terms of Use. In the event of termination, you are no longer authorized to access or use the A2E Website or Services that are subject to such termination, and you shall have no recourse and A2E shall have no liability as a result of any such suspension or termination. All provisions of these Terms of Use relating to warranties, indemnities, confidentiality obligations, proprietary rights, disclaimers, and limitation of liability shall remain effective despite such termination.
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
You may choose to cancel your account at any time by contacting A2E via the contact information below. If you cancel your account, your information that was collected via the A2E Website may be deleted, however you will no longer be permitted to access or use the A2E CRO Services. With regard to any Purchase Amount that we received from you prior to your cancellation, we will use your CRO Amount to procure Your Service Quantity, record it in our A2E CRO Registrar and send to you your A2E CRO Services Certificate as contemplated by these Terms of Use.
Notices should be sent to:
A2E Solutions LLC
60 East 42nd Street – Suite 4600
New York, NY 10165
XI. ASSIGNMENT
We are entitled, without obtaining your consent, to assign or delegate to one or more of our affiliates or a third party, our rights and obligations under these Terms of Use, in whole or in part. You will not assign or delegate to any third party any of your rights or obligations under these Terms of Use, without obtaining our prior written consent, which we may withhold in our sole discretion. Any assignment or delegation made in derogation of this Section XI shall be void and of no effect.
XII. CONTACT US
Any questions regarding these Terms of Use should be directed to the above email address or mailing address.