Terms and Conditions
Qutrics Carbon Inc. ("QCI", "We", or "Us") is making the available to you "CarbonHive" (the "App"). CarbonHive is an application that provides its users with the opportunity to purchase, collect and showcase digital blockchain assets (“Impact NFTs”), which may be digitally paired with social and/or climate causes as shall be indicated to you prior to any purchase.
ACCEPTING OUR TERMS
Before you use the App, you will need to agree to these Terms and Conditions of Use and any terms and conditions incorporated herein by reference (collectively, these “Terms”).
These terms govern your use of the App. We are only willing to make the App available to you if you accept all of these Terms. By accessing, browsing or using the App (whether in whole or in part), by clicking “I Accept” below or by indicating your acceptance in an adjoining box, you are signifying your consent to, and confirming that you understand and agree to be bound by these Terms in their entirety.
Any purchase of an Impact NFT or any sale thereof which you make, accept or facilitate outside of this App will be entirely at your own risk. We do not control or endorse purchases or sales of Impact NFTs outside of this App. We expressly disclaim and we shall not hold any liability for any of the aforementioned actions and we retain no obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in Impact NFTs outside of this App.
Any changes to these Terms will be in effect as of the “Last Updated Date” as then applicable. We highly encourage you to review these Terms before making use of the APP. We reserve the right at our sole discretion to amend the Terms at any time without incurring any obligation to notify you about such change. Your continued use of the APP following any revision to the Terms will signify your consent and acceptance to the then current version of the Terms.
ELIGIBILITY TO USE OUR APP
By accessing, browsing or using this App, you confirm that you are of applicable legal age to enter into these Terms, and you expressly signify your consent and acceptance to be bound by these Terms. You affirm that if you are using this App on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.
If you are accepting these Terms on behalf of a company or other legal entity or otherwise any other person (whether an individual or an entity), you represent that you have the legal authority to accept these Terms on that person’s behalf, in which case “you” will refer to that person. If you do not have such authority, or if you do not accept and agree to these Terms whether in part or in full, do not access, browse or otherwise use the App.
You may not use this App if you: (i) do not agree to these Terms; (ii) are not of applicable age of majority; or (ii) are prohibited from accessing, browsing or using this App or any of this App’s contents, products or services by applicable laws and regulations.
USING OUR APP
Account and Wallet Set-Up
To use the App, you must first install a web browser (such as Google Chrome, Safari, Firefox among others). You will also need to use a supported electronic wallet, which will enable you to purchase and store digital assets that you collect or purchase via the App. Each collectible is a Non-Fungible Token (a “NFT”) on the Flow™ blockchain network (the “Flow Network”).
You must provide accurate and complete registration information when you create an account for the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary for it to remain as so. We reserve the right to reclaim usernames without incurring any liability or responsibility towards any user or otherwise any third party.
You are responsible for the security of your account for the App and your electronic wallets. If you become aware of any unauthorized access or use of your password or your account, you agree to notify us immediately at email@example.com. Any unauthorized access to your account by third parties could result in the loss or theft of Impact NFTs and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you are solely responsible for the security of your account, your password and all underlying actions made under your account and we will not be held responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
You can use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that we may elect to accept from time to time. Transactions that take place on the App are managed and confirmed via the Flow Network. You understand that your Flow Network public address will be made publicly available whenever you engage in a transaction on the App.
You agree that CarbonHive has the right to immediately suspend your account, pause or cancel your access to the services it offers, or even deactivate your account if we suspect, in our sole discretion, that (i) your account is being used for money laundering or any illegal activity; (ii) you have concealed or provided false identification information or other data; (iii) you have engaged in any fraudulent activity; or (iv) you have engaged in transactions in violation of these Terms.
PURCHASING AND EARNING YOUR NFTs
Acquiring Impact NFTs
The App allows you to purchase, earn, collect and showcase NFTs. Each NFT is on the Flow Network. There are different types of Impact NFTs available for purchase on the App. Each type of Impact NFT will be reported and outlined in the listing. The original lister reserves the right to modify the type, price and number of NFTs available at his or her discretion. When listing is completed on behalf or in order to raise funds for a type of NFT, then CarbonHive will set up adequate and reliable arrangements to ensure that all funds received by CarbonHive (after deduction of our platform fees, bank processing charges, transaction fees, and applicable sales taxes), are effectively being paid out to the underlying cause.
Purchasing Impact NFTs From the Original Funding Round
Purchasing from an original funding round means you are acquiring digital asset(s) which are newly minted on the FLOW blockchain. The original funding round is listed by, or on behalf, or for, social and/or climate cause(s) and/or to reward ecological stewardship.
Purchasing Impact NFTs From the Marketplace
We may create a supplemental marketplace in the future, where you will be able to buy Impact NFTs from other users in the App’s marketplace or sell Impact NFTs you’ve acquired (the “Marketplace”). Please note that fees will be applied for this feature, such as platform fees, payment processing fees, and royalties to the original lister. We strongly discourage purchase of Impact NFTs other than in our listings or on the Marketplace (in the event we create a Marketplace). If you decide to purchase an Impact NFTs in any other way, you acknowledge and agree that such purchases will be entirely at your sole risk.
Earning Impact NFTs
You can earn Impact NFTs at no cost to you, by participating in certain challenges or marketing campaigns on the App, or even by completing certain in-App tasks that we may make generally available to our users from time to time.
Characteristics of Impact NFTs
Each Impact NFT has a defined set of attributes that will be delineated under each listing.
Showcasing Impact NFTs
The “Showcase” feature of the App means your Impact NFTs will be made public on your profile page, making them available for public view.
By buying or selling a NFT on CarbonHive, you agree to pay all applicable fees when acting in a buyer capacity and you authorize CarbonHive to automatically deduct fees directly from your payment when acting in a seller capacity. The fees that you may incur when purchasing and/or selling through the APP are indicated on the APP . and are subject to revisions from time to time at our sole discretion.
PAYMENT; GAS FEES AND TAXES
Financial Transactions on App
Any payments or financial transactions that you engage in via the App will be conducted through Stripe Inc. and the Flow Network. We have no control over these payments and transactions gateways, nor do we have the ability to reverse any such payments and transactions. We have no liability to you or to any third party for any claims and damages that may arise as a result of any payments or transactions that you engage in via the App, or any other payment or transactions that you conduct via the Flow Network. We do not provide refunds for any purchases that you might make on or through the App.
Every transaction on the Flow Network requires the payment of a transaction fee (each, a “Gas Fee”). The Gas Fees funds the network of computers that run the decentralized Flow Network. This means that you will need to pay a Gas Fee for each transaction that you instigate via the App. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate via the App.
Responsibility for Taxes
CarbonHive is not responsible for determining applicable withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your NFT transactions. You agree that you are solely responsible for determining which, if any, Taxes apply to your Impact NFT transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a NFT transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be under your responsibility to settle. Any payments with respect to your NFT transactions shall be made without deduction or withholding for any Taxes, except as required by applicable laws and regulations. In the event applicable laws and regulations require the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment, then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed tax form that is reasonably required by us so to comply with our tax reporting obligations.
OWNERSHIP; LICENSE AND OWNERSHIP RESTRICTIONS
YOUR OWNERSHIP OF IMPACT NFTS WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH IMPACT NFTS FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY OF THE CATEGORY B PROHIBITED ACTIVITIES (AS DEFINED BELOW).
For the purposes of this Section, the following capitalized terms shall have the following meanings:
“Art” means any art, design, formula, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with an Impact NFT that you Own.
“Own” means, with respect to an Impact NFT, an Impact NFT that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Category B Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Flow Network.
“Purchased Impact NFT” means an Impact NFT that you Own.
“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights (including moral rights and derivative rights) recognized in any country or jurisdiction.
Ownership of Impact NFT
When you purchase an Impact NFT in accordance with these Terms (and not through any of the Category B Prohibited Activities), you own the underlying Impact NFT, as each Impact NFT is an NFT on the Flow Network. If we create a Marketplace, this means that you have the right to swap your NFT, sell it, or give it away – in which ownership of the Impact NFT will be mediated entirely by the Flow Network. Except as otherwise permitted by these Terms, in cases where we determine that the Impact NFT has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Category B Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any Impact NFT.
We Own the App
You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the App, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “App Materials”)). You acknowledge that the App Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All App Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the App or otherwise contained in the App Materials are proprietary to us or our licensors.
No User License or Ownership of App Materials
Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other App Materials that you may access on or through the App. We reserve all rights in and to the App Materials that are not expressly granted to you in these Terms.
Further User Ownership Acknowledgements
For the sake of clarity, you understand and agree: (i) that your purchase of an Impact NFT, whether via the App or otherwise, does not give you any rights or licenses in or to the App Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms; (ii) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the App Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (iii) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation input about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, exclusive, fully paid-up royalty-free, assignable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose. You further agree that when sharing and posting Feedback, you are doing so at your own risk, without any expectation of privacy and you shall be solely liable for its content and hereby acknowledge that we do not hold any obligation for any and all intellectual property rights (including moral rights), privacy or publicity rights, that you may be entitled to currently or in the future and you hereby irrevocably waive such claims.
CONDITIONS OF USE AND PROHIBITED ACTIVITIES
YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE APP, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE APP ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
Without limiting the foregoing, you warrant and agree that your use of the App will not (and will not allow any third party to) :
(a) in any manner:
(1) involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
(2) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(3) involve the uploading, posting, transmitting or otherwise making available through the App any content that infringes the intellectual proprietary, privacy or publicity rights of any party;
(4) involve using the App to violate the legal rights (such as rights of privacy and publicity) of others;
(5) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
(6) involve interfering with other users’ enjoyment of the App;
(7) involve exploiting the App for any unauthorized commercial purpose;
(8) involve modifying, adapting, translating, or reverse engineering any portion of the App;
(9) involve removing any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it;
(10) involve reformatting or framing any portion of the App;
(11) involve displaying any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights;
(12) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose;
(13) involve accessing or using the App for the purpose of creating a product or service that is competitive with any of our products or services;
(14) involve abusing, harassing, or threatening another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or
(15) involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers
(each, a “Category A Prohibited Activity”); and/or
(b) in any manner:
(1) involve creating user accounts by automated means or under false or fraudulent pretenses;
(2) involve the impersonation of another person (via the use of an email address or otherwise);
(3) involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
(4) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the App;
(5) involve acquiring NFTs through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a NFT and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the NFT or selling, gifting or trading the NFT to someone else);
(6) involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the App; or
otherwise involve or result in the wrongful seizure or receipt of any impact NFTs or other digital assets (each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activity, the “Prohibited Activities”).
Effect of Your Breaches
If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Impact NFTs images and descriptions from the App. If we delete your Impact NFTs images and descriptions from the App, such deletion will not affect your ownership rights in any NFTs that you already Own, but you will not receive a refund of any amounts you paid for those Impact NFTs.
NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR IMPACT NFTs IMAGES AND DESCRIPTIONS FROM THE APP, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (I) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (II) TO IMMEDIATELY CONFISCATE ANY IMPACT NFTs (INCLUDING THEIR UNDERLYING NFTS) THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.
Any content you post to the App will be considered non-confidential and non-proprietary. By providing any content on the APP, you grant us and our affiliates and our respective licensees, successors, and assigns the perpetual, irrevocable, exclusive, fully paid-up royalty-free, assignable, worldwide right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that (i) you own and control all rights in and to your content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assigns; and (ii) all of your content do and will comply with these Terms.
You understand and agree that you are responsible for any content you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any content posted by you or any other user on the APP.
You may terminate these Terms at any time by canceling your account on the App and discontinuing your access to and use of the App. If you cancel your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the App.
You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the App without the provision of prior notice. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
Other Remedies Available
If we terminate these Terms or suspend or terminate your access to or use of the App, due to a user breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.
Referral to Governmental Authority
We have the right, without prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the App. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the App.
Effect of Termination
Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Provisions of the Terms that by their very nature survive the expiry or termination (for whichever cause) of these Terms shall so survive.
YOU HEREBY WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND/OR ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED "AS IS" AND ON "AS AVAILABLE" BASIS AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE; (IV) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE FLOW NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, THE FLOW NETWORK, OR ANY ELECTRONIC WALLET.
IMPACT NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE FLOW NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE FLOW NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO REPRESENTATIONS, GUARANTEES OR WARRANTIES WITH RESPECT TO SMART CONTRACTS.
WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE FLOW NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE FLOW NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE (I) USE OR INABILITY TO USE OUR SERVICES AND/OR PRODUCTS; (II0 UNAUTHORIZED ACCESS TO THE APP; (III) STATEMENTS OF OTHER USERS ON THE APP; (IV) ANY OTHER INFORMATION OR CONTENT OBTAINED VIA OUR APP; AND (V) ANY OTHER ACTIONS OR OMISSIONS CONNECTED TO OUR APP.
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.
ASSUMPTION OF RISK
Value and Volatility
Collectible blockchain assets have no inherent or intrinsic value and related prices are extremely volatile and subjective. While we plan no Marketplace in the short term, fluctuations in price of other digital assets could materially and adversely affect the value of your Impact NFTs, which may also be subject to significant price volatility. Each Impact NFT has no inherent or intrinsic value. We cannot guarantee that any Impact NFTs purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the CarbonHive ecosystem may materially impact the value and desirability of any particular Impact NFT.
You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the App.
Use of Blockchain
The App does not store, send, or receive Impact NFTs. This is because Impact NFTs exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Flow network. Any transfer of Impact NFTs occurs within the supporting blockchain in the Flow network, and not on the App.
Inherent Risks with Internet Currency
There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Flow Network, however caused
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the CarbonHive ecosystem, and therefore the potential utility or value of your Impact NFTs.
Upgrades to the Flow Network, a hard fork in the Flow Network, or a change in how transactions are confirmed on the Flow Network may have unintended, adverse effects on all blockchains using the Flow Network’s NFT standard, including the CarbonHive ecosystem.
You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your use or misuse of the App; or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the App. You agree that we will have control of the defense or settlement of any such claims.
The App may include hyperlinks to other websites or resources (collectively, the "External Sites"), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
Force Majeure Events
We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following (but not limited to) force majeure events (“Force Majeure Event(s)”): (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or action; (v) embargoes or blockades in effect on or after the date of this agreement; (vi) strikes, labor stoppages or slowdowns or other industrial disturbances; (vii) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (viii) other similar events beyond our control.
Performance During Force Majeure Events
If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section, we may thereafter terminate these Terms upon fifteen (15) days' written notice.
CHANGES TO THE APP
We are constantly innovating the App to help provide the best possible experience. You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.
You hereby confirm that you are over the age of 18. The App is not intended for children under 18. If you are under the age of 18, you may not use the App. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the App.
DISPUTE RESOLUTION; BINDING ARBITRATION
YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
Any dispute, claim or controversy arising out of or in connection with these Terms, with regards to the interpretation, performance or non-performance, validity, enforceability or breach of these Terms, CarbonHive and the person in concern shall endeavor to resolve such dispute, claim or controversy through amicable means. In the event the dispute, claim or controversy has not been resolved amicably by the concerned parties within twenty (20) days (or such longer period as the parties may mutually agree in writing) as of the notification of such dispute, claim or controversy by one of the parties to the other party in concern, the same shall be finally settled by arbitration in accordance with the provisions below.
All disputes arising out of or in connection with the present contract shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”), and:
(a) The arbitration shall be conducted by three (3) arbitrators appointed in accordance with the said ICC Rules – provided that each of CarbonHive and the person in interest shall each appoint one (1) arbitrator and such elected arbitrators shall thereafter appoint the third arbitrator;
(b) The venue of arbitration shall be London, England;
(c) The proceedings of the arbitration shall be conducted in English language;
(d) The applicable law shall be the laws of England; and
(e) The award shall be final and binding on the parties in concern and, so far as applicable law permits, not subject to appeal and shall be the sole and exclusive remedy between the parties regarding any dispute.
Notwithstanding the foregoing, CarbonHive is entitled to seek injunctive relief or interim or conservatory measures from any court of competent jurisdiction.
Any provision contained herein, which by its nature and effect is required to remain in effect after expiry or termination of these Terms (for whatsoever cause), shall so survive and remain binding upon the parties to these Terms and shall be fully enforceable thereafter.
No Third-Party Beneficiaries
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of England (United Kingdom).
We may provide you with certain notices (including, without limitation those regarding changes to these Terms) by email or postings on the App. By providing us with your email address, you consent to our using the email address to send you notices or marketing materials. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion.