Authority to Bind an Entity

If you (the individual accepting this Agreement) are entering into it on behalf of your employer or another organization, you represent and warrant that:

1. You have full legal authority to bind your employer or such entity to this Agreement; and

2. You are agreeing to this Agreement on behalf of that entity.

If you are accepting this Agreement using an email address associated with your employer or another organization, then:

• You will be deemed to represent that organization;

• Your acceptance of this Agreement will bind that organization to these terms; and

• The terms “you” and “Customer” will refer to that organization.

Acceptance of Terms

By clicking “Agree”, “Accept”, or any similar acknowledgment button presented at the time of:

• placing an order,

• downloading, accessing, or installing the Products, or

• using CarbonX’s services,

you confirm that you have read, understood, and agree to be legally bound by this Agreement.

If you do not agree with the terms of this Agreement, you must not click “Agree,” download, access, or use any CarbonX Products or Services.

1. Overview

This Agreement governs the Customer’s Orders for and use of the CarbonX Products and any related Support and Advisory Services provided by CarbonX.

Unless otherwise specified, the terms of this Agreement apply to both:

• Cloud Products – hosted or subscription-based services operated by CarbonX, and

• Software Products – licensed, downloadable, or locally deployed applications provided by CarbonX.

Certain provisions of this Agreement may apply exclusively to Cloud Products or Software Products, as expressly indicated in the relevant sections.

In addition:

• Specific Products may be governed by Product-Specific Terms, which form part of and supplement this Agreement.

• CarbonX’s Support and Advisory Services are subject to the applicable Support Policies, Service Level Agreements (SLAs), and Advisory Service Terms, all of which are incorporated by reference.

By placing an Order or using the Products, Customer acknowledges and agrees to be bound by this Agreement and all incorporated terms and policies.

2. Use of Products

2.1. Permitted Use

Subject to the terms of this Agreement and for the duration of the applicable Subscription Term, CarbonX grants the Customer a non-exclusive, non-transferable, worldwide right to access and use the Products and related Support and Advisory Services solely for the Customer’s internal business purposes, including those of its Affiliates, and strictly in accordance with:

• this Agreement,

• the applicable Order,

• the Documentation, and

• the Customer’s defined Scope of Use.

All rights not expressly granted to the Customer under this Agreement are reserved by CarbonX.

2.2. Restrictions

Except as expressly permitted by this Agreement, the Customer must not (and must not permit any third party to):
(a) rent, lease, sell, distribute, or sublicense the Products, or (except for Affiliates) include them in any service bureau, hosting, or outsourcing arrangement;
(b) provide access to the Products to any third party other than authorized Users;
(c) charge its customers a separate or specific fee for the use of the Products (although the Products may be included as part of a broader service offering for which the Customer charges an overall fee);
(d) use the Products to develop, train, or support any similar or competing product or service;
(e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, non-public APIs, or internal logic of the Products;
(f) modify, adapt, translate, or create derivative works based on the Products;
(g) interfere with or circumvent usage limits, scope restrictions, or technical safeguards governing Product use;
(h) remove, obscure, or alter any proprietary notices, copyrights, or attributions contained in or on the Products; or
(i) use the Products in any manner that violates the Acceptable Use Policy or applicable laws and regulations.

2.3. Data Processing Addendum (DPA)

The Data Processing Addendum (DPA) forms an integral part of this Agreement and applies to the Customer’s use of the Products and related Support and Advisory Services.
The DPA governs CarbonX’s processing of Customer Personal Data and outlines the parties’ respective obligations under applicable data protection laws, including the GDPR and relevant local regulations.

3. Users

3.1. Responsibility

The Customer may authorize its Users to access and use the Products in accordance with the Documentation and the Customer’s Scope of Use.
The Customer is fully responsible for:

• ensuring all Users comply with this Agreement,

• the actions and omissions of its Users, including any Orders they may place or Third-Party Products they enable, and

• how Users access, handle, and use Customer Data within the Products.

Any use of the Products through the Customer’s account, whether authorized or unauthorized, will be deemed to have been performed by the Customer.

3.2. Login Credentials

The Customer must ensure that each User maintains the confidentiality and security of their login credentials and account access information.
The Customer must promptly notify CarbonX if it becomes aware of any unauthorized access, suspected compromise, or misuse of any User credentials or accounts related to the Products.
CarbonX is not liable for any loss or damage arising from the Customer’s failure to maintain the security of User accounts.

3.3. Domain Ownership

If a Cloud Product requires the Customer to specify a domain (e.g., www.example.com) for its operation or associated features:

• CarbonX may verify that the Customer or its Affiliate owns or controls the specified domain.

• CarbonX is under no obligation to activate or continue providing the Cloud Product or related features if ownership or control cannot be verified.

Product administrators designated by the Customer may assume management of any existing accounts registered with an email address associated with the Customer’s verified domain. Such accounts will be treated as managed accounts, as described in the applicable Documentation.

3.4. Age Requirements

The Products are not intended for use by individuals under the age of 16.
The Customer is solely responsible for ensuring that all authorized Users meet this minimum age requirement and that no minors access or use the Products.

4. Cloud Products

This Section 4 applies exclusively to Cloud Products provided by CarbonX.

4.1. Customer Data

CarbonX may process Customer Data solely as necessary to deliver the Cloud Products and any related Support or Advisory Services, in accordance with this Agreement, the Data Processing Addendum (DPA), and applicable Data Protection Laws.
CarbonX will not access or use Customer Data except as necessary to:

• provide and maintain the Cloud Products;

• prevent or address technical issues;

• comply with legal obligations; or

• enforce this Agreement and related policies.

4.2. Security Program

CarbonX maintains a comprehensive information security program implementing physical, technical, and organizational controls designed to safeguard Customer Data against unauthorized access, destruction, use, modification, or disclosure.
These measures are described in CarbonX’s published Security Measures, which include:

• encryption standards,

• access control policies,

• incident response protocols, and

• employee security training.

CarbonX also operates a compliance and assurance program, subject to independent third-party audits and certifications (such as ISO 27001 and SOC 2), as outlined in its Security Measures documentation.

4.3. Service Levels

Where applicable, the service level commitments for the Cloud Products, including uptime targets and performance metrics, are defined in the Service Level Agreement (SLA), which is incorporated into this Agreement by reference.

4.4. Data Retrieval

The Documentation describes the procedures available for the Customer to access, export, and retrieve its Customer Data from the Cloud Products.
Following termination or expiration of the Subscription Term, the Customer may retrieve its Customer Data within the timeframe and conditions set out in the Documentation or the DPA.

4.5. Removals and Suspension

CarbonX is not obligated to monitor Customer Data.
However, if CarbonX becomes aware that:
(a) Customer Data may violate applicable laws, Section 2.2 (Restrictions), or the rights of third parties (including based on a valid copyright or trademark takedown notice); or
(b) the Customer’s use of the Cloud Products poses a security, operational, or service integrity risk; then CarbonX may, at its discretion:

• (i) limit access to, disable, or remove the affected Customer Data, or

• (ii) suspend the Customer’s or User’s access to the affected Cloud Product.

CarbonX may also take such actions when required by law or at the request of a governmental or regulatory authority.
Whenever practicable and legally permitted, CarbonX will notify the Customer in advance and provide a reasonable opportunity to remedy the issue before taking such measures.

5. Software Products

This Section 5 applies exclusively to Software Products provided by CarbonX.

5.1. Modifications

CarbonX may provide certain portions of its Software Products in source code form, solely for the Customer’s internal use in creating bug fixes, configurations, or other permitted modifications (“Modifications”), as expressly authorized in the Documentation.

The Customer must:

• keep all source code secure and confidential, stored only on computer systems and repositories controlled by the Customer;

• ensure that access is limited to employees with a legitimate business need to create or maintain Modifications;

• use Modifications only with the Software Products and strictly in accordance with this Agreement, the Third-Party Code Policy, the Documentation, and the Customer’s Scope of Use; and

• not distribute, share, or disclose the source code or Modifications to any third party.

The Customer must securely destroy or delete all source code and related Modifications at the earliest of:
(a) the date on which the Customer no longer requires them for maintenance or use;
(b) the expiration or non-renewal of the applicable Subscription Term; or
(c) upon CarbonX’s written request, for any reason.

Notwithstanding any other provision of this Agreement, CarbonX provides no support, warranty, indemnity, or liability for any Modifications made by or on behalf of the Customer.

5.2. License Verification

Upon CarbonX’s written request, the Customer must promptly confirm in writing that its use of the Software Products remains within the applicable Scope of Use.

CarbonX (or its authorized auditor) may conduct an audit of the Customer’s Software Product usage no more than once every twelve (12) months to verify compliance, provided that CarbonX:

• gives reasonable advance notice, and

• conducts the audit during normal business hours in a manner designed to minimize disruption to the Customer’s operations.

If the audit identifies usage beyond the permitted Scope of Use, CarbonX may issue an invoice for such excess usage, and the Customer must pay the invoiced amount promptly upon receipt.

5.3. Number of Instances

Unless otherwise specified in the applicable Order or Product-Specific Terms, the Customer may install and operate one (1) production instance of each Software Product included in an Order on systems owned or controlled by the Customer or its authorized Users.
Additional instances require a separate Order or written authorization from CarbonX.

6. Customer Obligations

6.1. Disclosures and Rights

The Customer is solely responsible for ensuring that it has made all required disclosures and obtained all necessary rights, authorizations, and consents to permit CarbonX to access, use, and process Customer Data and Customer Materials in order to provide the Cloud Products, Support, and Advisory Services under this Agreement.
The Customer represents and warrants that its submission and use of Customer Data in connection with the Products will not violate any applicable laws, regulations, or third-party rights (including intellectual property and privacy rights).

6.2. Product Assessment

The Customer is solely responsible for:

• evaluating and determining whether the Products meet its business, technical, security, and regulatory requirements;

• ensuring that its intended use of the Products complies with all applicable laws, industry standards, and internal policies; and

• independently assessing whether the Products are suitable for the Customer’s specific use cases or data processing needs.

CarbonX makes no representation or warranty that the Products will meet any specific regulatory obligations of the Customer beyond those explicitly stated in this Agreement.

6.3. Sensitive Health Information and HIPAA

Unless the parties have separately executed a valid Business Associate Agreement (BAA), the Customer must not (and must not permit any third party to):

• upload, transmit, or process within the Cloud Products any patient, medical, or other protected health information (PHI) as defined under the U.S. Health Insurance Portability and Accountability Act (HIPAA); or

• use the Products in any manner that would subject CarbonX to compliance obligations under HIPAA.

CarbonX disclaims all liability arising from the unauthorized submission, handling, or storage of PHI or similar regulated health information within its systems.

7. Third-Party Code and Third-Party Products

7.1. Third-Party Code

This Agreement and the accompanying Third-Party Code Policy govern all open-source software and third-party libraries incorporated into or distributed with the Products.
Certain components of the Products may be licensed to CarbonX by third parties and are subject to their own license terms. Where required, CarbonX provides appropriate attribution notices and license information for such third-party code in accordance with the applicable open-source licenses.

The Customer acknowledges that use of the Products constitutes acceptance of those open-source license terms, and agrees not to remove, modify, or obscure any associated notices or attributions.

8. Support and Advisory Services

The provision of Support and Advisory Services by CarbonX is conditional upon the Customer’s cooperation, including:

• providing timely access to Customer Materials, data, and systems reasonably required by CarbonX to perform the services;

• making available qualified personnel who can assist with issue resolution and information requests; and

• complying with the relevant Support Policies and service access procedures specified in the Documentation.

CarbonX’s obligations are limited to the scope of the support plan purchased by the Customer and do not extend to issues arising from modifications or integrations not performed or authorized by CarbonX.

9. Ordering Process and Delivery

9.1. Order Acceptance

No Order shall be binding upon CarbonX until CarbonX has formally accepted it, which may occur through:

• issuance of a confirmation email,

• provision of access credentials or activation of the Cloud Product, or

• delivery of license keys or other credentials required for Software Product access.

Any preprinted or conflicting terms in a Customer purchase order or other business document are void and will not amend or supplement this Agreement.

9.2. Delivery

CarbonX will deliver login credentials or license keys electronically — either through the Customer’s CarbonX account or via other secure digital channels — promptly after receiving payment in accordance with the applicable Order.

For Software Products, the Customer is solely responsible for installation, configuration, and deployment after receipt of the license keys or activation materials.
Following such delivery, CarbonX has no further delivery obligations related to the Software Products.

10. Billing and Payment

10.1. Fees

(a) Direct Purchases:
If the Customer purchases directly from CarbonX, all fees and related payment terms will be as specified in the applicable Order between CarbonX and the Customer.

(b) Resellers:
If the Customer purchases through an authorized Reseller, all payments must be made directly to the Reseller, and the details of the Customer’s Order (including the Products, quantities, and Scope of Use) will be governed by the Order placed by the Reseller with CarbonX on the Customer’s behalf.

(c) Renewals:
Unless otherwise stated in the applicable Order, and provided that the relevant Product, Support, or Advisory Services remain generally available, each Subscription Term will automatically renew at CarbonX’s then-current rates for the following term:

• (i) for Subscriptions shorter than twelve (12) months — another term equal to the preceding Subscription Term; or

• (ii) for Subscriptions of twelve (12) months or longer — an additional twelve (12)-month term.

Either party may opt out of renewal by providing written notice to the other prior to the end of the current Subscription Term. Customers may submit non-renewal requests through their account settings, by contacting CarbonX Support, or by otherwise providing written notice.

(d) Increased Scope of Use:
The Customer may expand its authorized Scope of Use by submitting a new Order or mutually agreeing to modify an existing one. Unless otherwise stated, CarbonX will invoice the Customer for such increases at its then-current rates, prorated for the remainder of the existing Subscription Term.

(e) Refunds:
All fees and expenses are non-refundable, except where expressly stated in this Agreement. For purchases made through a Reseller, any applicable refunds owed by CarbonX will be remitted through that Reseller unless CarbonX notifies the Customer otherwise at the time of refund.

(f) Credit Cards:
If the Customer uses a credit card or similar online payment method for its initial Order, CarbonX may automatically charge that payment method for renewals, additional Orders, usage overages, expenses, or unpaid balances, as applicable.

10.2. Taxes

(a) Taxes Generally:
All fees and expenses are exclusive of taxes, including any sales, use, value-added (VAT), goods and services (GST), withholding, or similar levies that may apply to the Customer’s Orders. Except for taxes based on CarbonX’s net income, the Customer is responsible for all such taxes, which will be itemized separately on the relevant invoices.

(b) Withholding Taxes:
If the Customer is required under applicable law to withhold taxes from payments due to CarbonX, the Customer must provide official documentation from the taxing authority confirming the remittance of those withheld amounts. Such documentation must be provided at the time of payment.

(c) Exemptions:
If the Customer claims an exemption from sales tax, VAT, GST, or similar levies, it must furnish a valid tax exemption certificate or tax identification number at the time of the Order. Upon receipt and verification of valid exemption documentation, CarbonX will exclude such taxes from the applicable invoices.

10.3. Return Policy

Within thirty (30) days of the initial Order for a Product, the Customer may terminate the Subscription Term for that Product for any or no reason by providing written notice to CarbonX. Upon such termination and request (submitted through the Customer’s CarbonX account or other approved channel), CarbonX will issue a refund for the amount paid under the applicable Order, including any associated Support fees.

Unless expressly stated in the applicable Policies or Product-Specific Terms, this return policy does not apply to Advisory Services.

10.4. Suspension for Non-Payment

CarbonX reserves the right to suspend the Customer’s access to the Products, Support, or Advisory Services if payment remains overdue for ten (10) days after written notice. Suspension will not relieve the Customer of its payment obligations, and CarbonX may charge late fees or reinstatement costs in accordance with applicable law or policy.

11. CarbonX Warranties

11.1. Performance Warranties

CarbonX warrants to the Customer that:
(a) the Products will operate in substantial conformity with the applicable Documentation throughout the corresponding Subscription Term;
(b) CarbonX will not materially reduce the overall functionality, performance, or security of the Products during the applicable Subscription Term; and
(c) CarbonX will use commercially reasonable efforts to ensure that the Products, at the time of delivery, are free from viruses, malware, or similar malicious code (each a “Performance Warranty”).

11.2. Performance Warranty Remedy

If CarbonX breaches any Performance Warranty and the Customer submits a written, reasonably detailed claim within thirty (30) days after discovering the issue, CarbonX will use commercially reasonable efforts to correct the non-conformity.

If CarbonX determines that such a remedy is impracticable, either party may terminate the affected Subscription Term, after which CarbonX will refund the Customer any prepaid, unused fees for the terminated portion of the Subscription Term.

These procedures constitute the Customer’s sole and exclusive remedy and CarbonX’s entire liability for any breach of a Performance Warranty.

11.3. Exclusions

The warranties in this Section 11 do not apply to any non-conformity or issue arising from:
(a) the Customer’s unauthorized use, alteration, or modification of the Products;
(b) any version, release, or feature of the Products that CarbonX has designated as unsupported, deprecated, or beta; or
(c) failures caused by third-party hardware, software, or network components outside of CarbonX’s reasonable control.

11.4. Disclaimers

Except as expressly provided in this Section 11, the Products, Support, Advisory Services, and all other related CarbonX deliverables are provided “as is” and “as available.”

To the maximum extent permitted by law, CarbonX disclaims all other warranties — whether express, implied, statutory, or otherwise — including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

CarbonX does not warrant that:

• the Products will be uninterrupted, error-free, or secure;

• all defects will be corrected; or

• the Customer’s use of the Products will achieve any specific result or performance metric.

CarbonX will not be liable for delays, interruptions, or failures resulting from the internet, third-party networks, or any other systems beyond CarbonX’s reasonable control.

12. Term and Termination

12.1. Term

This Agreement commences on the date the Customer accepts it and will remain in effect until all active Subscription Terms have expired or been terminated in accordance with this Section 12.

12.2. Termination for Convenience

The Customer may terminate this Agreement or any active Subscription Term at any time upon written notice to CarbonX for any reason.

Except as expressly provided in Section 10.3 (Return Policy), the Customer will not be entitled to any refunds for prepaid fees resulting from such termination. All unpaid amounts related to the then-current Subscription Term (and any associated service periods) will become immediately due and payable upon termination.

12.3. Termination for Cause

Either party may terminate this Agreement or any Subscription Term upon written notice if the other party:
(a) materially breaches this Agreement (including non-payment of fees) and fails to cure such breach within thirty (30) days after receipt of written notice;
(b) ceases operations without a successor entity; or
(c) becomes subject to bankruptcy, insolvency, receivership, liquidation, or similar proceedings, and such proceedings are not dismissed within sixty (60) days.

If the Customer terminates under this Section 12.3, CarbonX will refund any prepaid, unused fees for the terminated portion of the Subscription Term.

12.4. Effect of Termination

Upon the expiration or termination of this Agreement or any Subscription Term:
(a) the Customer’s rights to access and use the applicable Products, Support, or Advisory Services will immediately cease;
(b) the Customer must discontinue all access to the Cloud Products and cease using all Software Products, Cloud Clients, and associated materials;
(c) the Customer must delete or, upon CarbonX’s request, return all license keys, access credentials, copies of the Products, and related Documentation; and
(d) unless prohibited by law, CarbonX will delete Customer Data in accordance with its Documentation, Data Processing Addendum (DPA), and data retention policies.

Termination will not relieve the Customer of any payment obligations accrued prior to the effective date of termination.

12.5. Survival

The following Sections will survive expiration or termination of this Agreement:
2.2 (Restrictions), 4.2 (Security Program), 10.1 (Fees), 10.2 (Taxes), 11.4 (Disclaimers), 12.4 (Effect of Termination), 12.5 (Survival), 13 (Ownership), 14 (Limitation of Liability), 15 (Indemnification by CarbonX), 16 (Confidentiality), 17.4 (Disclaimer), 18 (Feedback), 20 (General Terms), and 21 (Definitions).

13. Ownership

Except as expressly stated in this Agreement, no intellectual property rights or licenses are granted by either party to the other, whether by implication, estoppel, or otherwise.

As between the parties:

• The Customer retains all intellectual property, proprietary, and other rights in and to Customer Data and Customer Materials that it provides to CarbonX or uses in connection with the Products.

• CarbonX and its licensors retain all intellectual property and proprietary rights in and to:
  (a) the Products, including all software, source code, architecture, interfaces, templates, formats, dashboards, and related technology;
  (b) any Support or Advisory Services deliverables; and
  (c) any modifications, derivative works, or improvements to the foregoing, whether created by CarbonX independently or jointly with the Customer.

All rights not expressly granted under this Agreement are reserved by the respective party.

14. Limitation of Liability

14.1. Damages Waiver

Except for Excluded Claims or Special Claims, and to the maximum extent permitted by law, neither party will be liable under this Agreement for:

• any loss of use, loss of data, loss of profits, business interruption, or

• any indirect, special, incidental, reliance, or consequential damages of any kind,

even if the party was advised in advance of the possibility of such damages or losses.

14.2. General Liability Cap

Except for Excluded Claims or Special Claims, and to the maximum extent permitted by law, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the total amounts paid by the Customer to CarbonX for the Products, Support, and Advisory Services giving rise to the liability during the twelve (12) months preceding the first event giving rise to such liability.

The Customer’s payment obligations under Sections 10.1 (Fees) and 10.2 (Taxes) are not limited by this Section 14.2.

14.3. Excluded Claims

“Excluded Claims” means:
(a) the Customer’s breach of Section 2.2 (Restrictions) or Section 6 (Customer Obligations);
(b) either party’s breach of Section 16 (Confidentiality), but excluding claims relating to Customer Data or Customer Materials; or
(c) amounts payable to third parties under CarbonX’s obligations in Section 15 (Indemnification by CarbonX).

14.4. Special Claims

For Special Claims, CarbonX’s aggregate liability under this Agreement will be limited to two times (2x) the amounts paid by the Customer to CarbonX for the Products, Support, and Advisory Services giving rise to the Special Claim during the twelve (12) months preceding the first event giving rise to that Special Claim.

“Special Claims” means any unauthorized disclosure of Customer Data or Customer Materials directly caused by CarbonX’s breach of its obligations under Section 4.2 (Security Program).

14.5. Nature of Claims and Failure of Essential Purpose

The exclusions and limitations in this Section 14 (Limitation of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

These limitations will survive and continue to apply even if any limited remedy set forth in this Agreement is deemed to have failed of its essential purpose.

15. Indemnification by CarbonX

15.1. Intellectual Property (IP) Indemnification

CarbonX will:
(a) defend the Customer against any third-party claim alleging that the Products, when used by the Customer in accordance with this Agreement and the applicable Documentation, infringe any intellectual property right of such third party (an “Infringement Claim”); and
(b) indemnify and hold harmless the Customer against any damages, fines, or costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or agreed upon in settlement by CarbonX, arising directly from such Infringement Claim.

15.2. Procedures

CarbonX’s obligations under Section 15.1 are conditioned upon the Customer:
(a) providing prompt written notice of the Infringement Claim in sufficient detail to avoid prejudicing CarbonX’s defense;
(b) granting CarbonX the exclusive right to control and direct the investigation, defense, and settlement of the claim; and
(c) providing reasonable cooperation and assistance, at CarbonX’s expense for any reasonable, out-of-pocket costs incurred.

The Customer may participate in the defense with its own counsel at its own expense.

15.3. Settlement

The Customer may not settle or compromise any Infringement Claim without CarbonX’s prior written consent.
CarbonX may not settle any Infringement Claim without the Customer’s prior written consent if such settlement would:

• require the Customer to admit fault, or

• impose any obligation or restriction on the Customer (other than discontinuing the use of the allegedly infringing Product).

15.4. Mitigation

In the event of an actual or potential Infringement Claim, CarbonX may, at its sole discretion and expense:
(a) procure for the Customer the right to continue using the affected Products;
(b) replace or modify the Products so that they are no longer infringing, without materially reducing their functionality; or
(c) terminate the affected Subscription Term and refund the Customer any prepaid, unused fees for the terminated portion of the Subscription Term.

15.5. Exceptions

CarbonX’s obligations under this Section 15 do not apply to the extent that an Infringement Claim arises from:
(a) the Customer’s modification, alteration, or unauthorized use of the Products;
(b) the combination or use of the Products with any hardware, software, data, or technology not provided by CarbonX (including Third-Party Products);
(c) any unsupported release or version of the Software Products or Cloud Clients; or
(d) any claim based on Customer Data or Customer Materials.

15.6. Exclusive Remedy

This Section 15 (Indemnification by CarbonX) constitutes the Customer’s sole and exclusive remedy, and CarbonX’s entire liability, for any third-party claim alleging infringement of intellectual property rights in connection with the Products.

16. Confidentiality

16.1. Definition

“Confidential Information” means any information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) under or in connection with this Agreement that:
(a) is designated by the Disclosing Party as proprietary or confidential; or
(b) would be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

Without limitation:

• CarbonX’s Confidential Information includes any source code, technical documentation, system architecture, and performance or security information about the Products.

• Customer’s Confidential Information includes Customer Data and Customer Materials.

16.2. Obligations

Unless expressly permitted by the Disclosing Party in writing, the Receiving Party must:
(a) maintain confidentiality of all Confidential Information and not disclose it to any third party except as permitted by this Agreement; and
(b) use Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement.

The Receiving Party may disclose Confidential Information only to its employees, contractors, agents, and affiliates who have a legitimate need to know the information for purposes consistent with this Agreement, provided that:

• such recipients are bound by written confidentiality obligations no less protective than those in this Section 16, and

• the Receiving Party remains responsible for their compliance with these obligations.

For clarity, CarbonX may share Confidential Information with its Affiliates and Subcontractors (as referenced in Section 20.11 (Subcontractors and Affiliates)) where necessary to provide the Products, Support, or Advisory Services, subject to the same confidentiality standards.

16.3. Exclusions

The obligations under this Section 16 do not apply to information that the Receiving Party can demonstrate:
(a) is or becomes publicly available through no breach of this Agreement;
(b) was known to the Receiving Party prior to disclosure under this Agreement without any breach of confidentiality;
(c) was lawfully received from a third party without restriction; or
(d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party may also disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided that (to the extent legally permitted) it first provides prompt written notice to the Disclosing Party and cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or other protective measures.

16.4. Remedies

The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate.
Accordingly, each party is entitled to seek injunctive relief or other equitable remedies, in addition to any other rights and remedies available at law or in equity, to prevent or mitigate any actual or threatened breach of this Section 16.

17. Free or Beta Products

17.1. Access

The Customer may be granted access to certain Products or specific Product features on a free, discounted, trial, alpha, beta, or early access basis (collectively, “Free or Beta Products”).

Use of Free or Beta Products is governed by this Agreement and any supplemental terms specified by CarbonX, including limitations on scope, functionality, and duration of access.

17.2. Termination or Modification

CarbonX may, at any time and in its sole discretion, modify, suspend, or terminate the Customer’s access to Free or Beta Products — or modify the associated terms of use — without liability to the Customer.

If CarbonX modifies the Free or Beta Products or their applicable terms, the Customer must accept the modified terms to continue access or use.

17.3. Pre-General Availability (Pre-GA)

The Customer acknowledges and agrees that Free or Beta Products:
(a) may be incomplete, inoperable, or contain errors, bugs, or performance issues;
(b) may include features or functionality that CarbonX may choose not to release in any commercial version; and
(c) and all related features, documentation, and performance data are considered CarbonX’s Confidential Information under Section 16 (Confidentiality).

17.4. Disclaimer

Notwithstanding any other provision of this Agreement and to the maximum extent permitted by law, CarbonX provides no warranties, indemnities, service level commitments, or support for any Free or Beta Products.

The aggregate liability of CarbonX arising from or related to any Free or Beta Product — regardless of the form of action — will not exceed USD $100 (or equivalent in local currency).

18. Feedback

If the Customer provides CarbonX with any feedback, ideas, or suggestions regarding the Products, related services, or any other CarbonX offerings, the Customer acknowledges and agrees that:

• such feedback may be freely used by CarbonX for any purpose, including improvement, development, and marketing of its products and services;

• CarbonX will have no obligation to compensate, credit, or acknowledge the Customer in connection with such use; and

• such feedback will not be considered Confidential Information of the Customer.

CarbonX may incorporate or otherwise use such feedback without restriction or obligation of any kind.

19. Publicity

CarbonX may, with discretion and professionalism, identify the Customer as a user or client of CarbonX in its marketing, sales, or promotional materials, including its website and presentations.

Upon written request by the Customer (sent to hello@carbonx.credit), CarbonX will promptly cease any new public references to the Customer’s name, logo, or brand in future promotional content.

20. General Terms

20.1. Compliance with Laws

Each party must comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement.

20.2. Code of Conduct

CarbonX will comply with its Code of Conduct in performing its obligations and exercising its rights under this Agreement.

20.3. Assignment

(a) The Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without CarbonX’s prior written consent. However, the Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of substantially all of its assets or voting securities, provided that:

• the Customer provides prompt written notice to CarbonX of such assignment; and

• the assignee agrees in writing to assume all obligations under this Agreement and meets any procedural requirements set by CarbonX.

(b) Any attempted assignment in violation of this Section is null and void.

(c) CarbonX may assign its rights or obligations (in whole or in part) under this Agreement without Customer’s consent.

20.4. Governing Law, Jurisdiction, and Venue

This Agreement and any disputes arising from it will be governed by and construed under the laws of Switzerland, without regard to conflict of laws principles.
The courts of Zurich, Switzerland will have exclusive jurisdiction and venue over all disputes relating to this Agreement, and each party irrevocably submits to their jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

20.5. Notices

(a) Except as stated otherwise in this Agreement, all notices must be in writing and are deemed given when:
(i) delivered personally,
(ii) received by the addressee if sent via a recognized courier with receipt confirmation,
(iii) three (3) business days after mailing, or
(iv) one (1) business day after being sent by email (except for notices of breach, termination, or indemnification claims, which require formal written delivery).

(b) Notices to CarbonX must be sent to the contact details provided on the CarbonX website or as otherwise communicated in writing.

(c) Notices to the Customer will be sent to the billing or technical contact specified in the Customer’s CarbonX account. CarbonX may also provide general or operational notices via email, its website, or directly within the Products.

20.6. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations.
In the event of a conflict, the following order of precedence applies:

1. The main body of this Agreement (Sections 1–21),

2. The Data Processing Addendum (DPA), Product-Specific Terms, and Policies, which prevail for their respective subject matter.

20.7. Other CarbonX Offerings

CarbonX may make available additional offerings—such as training services, developer tools, or access to the CarbonX Marketplace—which may be subject to separate terms and conditions.
This Agreement governs the Customer’s use of the Products, including any CarbonX-developed applications, unless explicitly superseded by other written terms.

20.8. Interpretation, Waivers, and Severability

Headings are for convenience only and have no legal effect.
“Including” and similar terms mean “including, without limitation.”
Waivers must be in writing and signed by an authorized representative of the waiving party.
If any provision of this Agreement is held invalid or unenforceable, it will be limited to the minimum extent necessary so that the remainder remains in full force and effect.

20.9. Changes to this Agreement

(a) CarbonX may modify this Agreement (including the DPA, Product-Specific Terms, and Policies) from time to time by posting the updated version on its website and will use commercially reasonable efforts to post any such modification at least thirty (30) days before its effective date.

(b) For free subscriptions, changes become effective during the current Subscription Term, in accordance with the notice provided.

(c) For paid subscriptions:
(i) Modifications will take effect at the next renewal unless either party elects not to renew in accordance with Section 10.1(c) (Renewals).
(ii) CarbonX may specify that modifications take effect during the current Subscription Term if required to comply with law or reflect changes to Product functionality.
If the Customer objects, it may terminate the affected Subscription Term by notifying CarbonX within thirty (30) days of the modification notice, and CarbonX will refund any prepaid, unused fees.

20.10. Force Majeure

Neither party will be liable for failure or delay in performance (except payment obligations) due to events beyond its reasonable control, including natural disasters, acts of government, labor disputes, cyberattacks, or failures of third-party hosting providers.

20.11. Subcontractors and Affiliates

CarbonX may use subcontractors and affiliates to fulfill its obligations under this Agreement, provided that CarbonX remains responsible for their performance and ensures all such entities are bound by written obligations consistent with this Agreement.

20.12. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or joint venture between them.

20.13. Export Restrictions

(a) The Products may be subject to export control and trade laws of Switzerland, the EU, the U.S., or other jurisdictions. The Customer agrees to comply with all applicable export and import laws when accessing, using, or transferring the Products.
(b) The Customer must not provide CarbonX with any data or materials subject to defense export control regulations (e.g., the U.S. ITAR) and must not use the Products for activities subject to such laws.

20.14. Government End-Users

If the Customer is a government entity, this Agreement will be governed by and construed in accordance with applicable public procurement and contracting laws, subject to the governing law and jurisdiction stated above.

20.15. No Contingencies

Customer’s purchases are not contingent on the delivery of future functionality, features, or services.
Each Order for Products, Support, or Advisory Services is separate and independent, even if purchased together or referenced in the same Order Form.