Terms of Subscription

1. Parties

These Terms of Subscription (“Agreement”) set out the terms under which the individual or entity purchasing, subscribing to, or using a paid subscription to cCarbon.info (“Customer”) may access and use the information, data, models, and related services provided through cCarbon.info (the “Platform”). The Platform is a service of cKinetics Inc., a California corporation with its principal office at 10080 N. Wolfe Rd., Suite SW3-200, Cupertino, CA 95014, together with its parent, affiliates, subsidiaries, successors, and assigns (“Platform Provider” or “cKinetics”). The Platform Provider may be contacted at insights@ccarbon.info.

By purchasing a Subscription, creating a paid account, clicking a button indicating acceptance, or otherwise accessing or using the Platform under a paid Subscription, the Customer agrees to be bound by this Agreement. If an individual accepts this Agreement on behalf of an organization, that individual represents that they have authority to bind that organization to this Agreement.

For purposes of this Agreement, “Order” means the applicable checkout page, order confirmation, invoice, proposal, or other purchasing document specifying the Subscription purchased by the Customer.

2. Business Intelligence and Analytics

The Platform provides coverage of carbon markets and clean fuels markets, as further described on www.cCarbon.info. The Platform offering may include, without limitation, emissions and price forecasts, analytical content relating to allowance, credit, and offset markets, and updates on program design and policy developments.

The Platform Provider may update, modify, replace, or discontinue individual features, datasets, models, or coverage areas from time to time as the Platform develops, provided that such changes do not materially reduce the core functionality of the Subscription during the then-current paid term.

3. Subscription Level and Access to Information

The Platform offers multiple subscription levels, as described on www.cCarbon.info. The Customer’s access to the services and information available through the Platform will depend on the subscription level purchased.

The Customer’s subscription term shall be the period specified in the applicable Order.

Access under the Customer’s subscription shall be granted only to users with company-affiliated official email addresses matching the web domain of the Customer entity. The Platform Provider does not guarantee access for users who do not meet these requirements.

The number of authorized users, seats, markets, products, datasets, or other access rights included in the Subscription will be as stated in the applicable Order or Subscription description.

Each user account is intended for use by a single authorized user. Login credentials may not be shared with other individuals. The Customer is responsible for ensuring that its authorized users comply with this Agreement and for all activity conducted through its accounts.

4. Intellectual Property and Permitted Use

cCarbon and cCarbon.info are trademarks of cKinetics. Unless otherwise identified as originating from an external source, all articles, features, data, analyses, models, and other content made available through the Platform shall be assumed to be the original work or proprietary content of cKinetics.

Certain information available through the Platform may incorporate, reference, or be derived from third-party or publicly available data. All rights in such third-party materials remain with their respective owners.

Any republication or reprint of text from the Platform must cite cCarbon as the source and include a link to www.cCarbon.info. Any such use must not alter the meaning, whether express or implied, of the original content. If the Customer is unsure whether a proposed use is permitted, the Customer should contact the Platform Provider at insights@ccarbon.info.

The Customer acknowledges and agrees that no intellectual property rights in the Platform, or in any information, content, or models made available through the Platform, are transferred to the Customer under this Agreement.

The Customer may use the information provided through the Platform for its own internal business purposes. Any monetized use, resale, redistribution, sublicensing, or other commercial use of the information, data, or model outputs outside the Customer’s organization is prohibited without the prior written consent of the Platform Provider.

Without limiting the foregoing, the Customer may not, except with the Platform Provider’s prior written consent:

(a) systematically scrape, crawl, extract, harvest, or bulk-download content or data from the Platform;

(b) use automated means to access or collect Platform content other than through functionality expressly provided by the Platform Provider;

(c) use Platform content or proprietary datasets to create, train, fine-tune, validate, or materially enhance any artificial intelligence, machine-learning, or other automated model intended for external or commercial use;

(d) incorporate Platform content into a database, data product, research service, subscription product, or other competing commercial offering; or

(e) circumvent any access, security, download, or usage restrictions imposed by the Platform.

5. Use of Customer Information

Unless the Customer notifies the Platform Provider otherwise in writing, the Platform Provider may use the Customer’s name and logo to identify the Customer as a client for general marketing and promotional purposes. Such use may include inclusion on the Platform Provider’s website, in client lists, and in other promotional materials. The Platform Provider will not disclose the Customer’s confidential or proprietary information without the Customer’s prior written consent.

Personal information collected in connection with the Platform will be handled in accordance with the Platform Provider’s applicable Privacy Policy, as made available through the Platform or website from time to time.

6. Fees and Payment

The Customer shall pay the subscription fees set out in the applicable Order. Payment terms shall be as specified in the relevant Order.

By providing a credit card, bank account, or other payment method, the Customer authorizes the Platform Provider and its payment processor to charge that payment method for Subscription fees, applicable taxes, renewal fees, and other amounts properly due under this Agreement.

Unless expressly stated otherwise, fees are exclusive of applicable sales, use, value-added, goods and services, or similar taxes, which shall be charged to the Customer where required by law.

Except where required by applicable law or expressly agreed otherwise in writing, Subscription fees are non-refundable once the applicable Subscription term has commenced.

The Platform Provider reserves the right to revise subscription fees at the time of renewal to reflect inflation, market conditions, or changes in the services provided.

Unless otherwise specified in the applicable Order, annual renewals will be subject to a standard annual price adjustment of four percent (4%). Any increase above that amount will be communicated to the Customer before the applicable renewal where required by law or this Agreement.

This adjustment is separate from any other fee changes that may apply as a result of additional features, service upgrades, or changes in subscription tier or level.

If a payment is declined, reversed, or remains unpaid after its due date, the Platform Provider may retry the payment method, request an alternative payment method, suspend access to the Platform, or take other reasonable steps to collect amounts due.

7. Automatic Subscription Renewal and Cancellation

By signing up for or purchasing a Subscription, the Customer agrees that the Subscription will automatically renew for successive renewal terms of the same duration as the then-current Subscription term, unless otherwise stated in the applicable Order.

The Subscription will renew automatically unless the Customer cancels automatic renewal at least fifteen (15) calendar days before the end of the then-current Subscription term.

The Customer may cancel automatic renewal through any cancellation functionality made available through the Platform or by providing written notice to insights@ccarbon.info.

Cancellation of automatic renewal will take effect at the end of the then-current paid Subscription term. Unless required by law, cancellation does not entitle the Customer to a refund for any remaining portion of the current term.

At renewal, the Platform Provider may charge the payment method on file for the applicable renewal fees and taxes. If no valid payment method is available, the Platform Provider may issue a renewal invoice, which must be paid within the payment terms stated in that invoice.

Any renewal discount offered by the Platform Provider may be conditional upon maintaining a valid payment method on file or paying the renewal invoice within the stated payment terms. If payment is not received when due, the Platform Provider may revoke the applicable renewal discount.

8. Account Security and Suspension

The Customer is responsible for maintaining the confidentiality and security of its account credentials and for promptly notifying the Platform Provider of any suspected unauthorized use.

The Platform Provider may suspend or restrict access to the Platform where it reasonably believes that:

(a) Subscription fees are overdue;

(b) account credentials are being shared or used by unauthorized persons;

(c) the Customer or an authorized user is using the Platform in breach of this Agreement;

(d) use of the account presents a security, technical, legal, or operational risk; or

(e) suspension is reasonably necessary to protect the Platform, its users, data providers, or third parties.

Where reasonably practicable, the Platform Provider will provide notice and an opportunity to remedy the issue before suspending access.

9. Disclaimer

While cKinetics, its data or content providers, the financial exchanges, and each of their respective affiliates and business partners display information on the Platform in good faith, no representation or warranty, express or implied, is given or shall be deemed to be given by cKinetics, its data or content providers, the financial exchanges, or any of their respective affiliates and business partners to the Customer or any other person as to the completeness, accuracy, sufficiency, currency, reliability, or suitability of any such information. All such information is provided on an “as is” basis, and all representations, warranties, or conditions that may otherwise be implied by statute, common law, or otherwise, including as to title, non-infringement, merchantability, or fitness for a particular purpose, are hereby excluded.

The Platform and its content are provided for informational and business-intelligence purposes only and do not constitute investment, financial, legal, tax, accounting, or other professional advice. The Customer remains responsible for its own business, investment, compliance, and other decisions.

10. Limitation of Liability

In no event shall either party be liable hereunder for any indirect, incidental, special, or consequential damages, however caused and under any theory of liability, whether based in contract, tort (including negligence), or otherwise.

To the maximum extent permitted by applicable law, the aggregate liability of the Platform Provider arising out of or relating to this Agreement, the Platform, or the Subscription shall not exceed the total Subscription fees actually paid by the Customer to the Platform Provider during the twelve (12) months immediately preceding the event giving rise to the claim.

The foregoing limitations shall apply regardless of whether a party has been advised of the possibility of such damages and shall apply to the fullest extent permitted by applicable law.

11. Indemnity

The Customer shall defend, indemnify, and hold the Platform Provider, its affiliates, officers, directors, employees, and agents harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, relating to any acts or omissions of the Customer, or any materials or information transmitted by the Customer in connection with the Platform, which lead wholly or partially to claims against the Platform by other subscribers or third parties, regardless of the type of claim or the nature of the cause of action.

This obligation includes claims arising from unauthorized use, redistribution, account sharing, infringement, or violation of this Agreement by the Customer or its authorized users.

12. Term and Termination

The term of the Subscription shall be as set out in the applicable Order.

Subject to Section 7, the Subscription will continue through the initial term and any successive renewal terms unless cancelled or terminated in accordance with this Agreement.

Either party may terminate this Agreement for a material breach by the other party if the breach is not cured within a reasonable period after written notice, where the breach is capable of cure.

The Platform Provider may terminate or suspend the Subscription immediately where the Customer materially misuses the Platform, infringes intellectual property rights, engages in unauthorized redistribution, compromises Platform security, or fails to pay amounts due.

Upon termination or expiration of the Subscription, the Customer’s access to the Platform shall be limited or discontinued.

However, the following provisions shall remain in effect and enforceable following the expiration or termination of this Agreement: Section 4 (Intellectual Property and Permitted Use), Section 10 (Limitation of Liability), Section 11 (Indemnity), and any other provisions which by their nature are intended to survive termination.

13. Changes to the Platform and Terms

The Platform Provider may update these Terms from time to time to reflect changes in the Platform, applicable law, security requirements, business practices, or service offerings.

Material changes that affect an existing paid Subscription will be communicated to the Customer before taking effect where required by applicable law. Unless otherwise required by law, material changes to pricing or Subscription scope will generally take effect at the next renewal.

14. Choice of Law and Jurisdiction

This Agreement shall for all purposes be governed by the laws of the State of California, USA, without regard to its conflict-of-laws principles.

Exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall lie in the state or federal courts located in Santa Clara County, California, and each party consents to the jurisdiction of such courts.

15. Electronic Acceptance

The Customer may accept this Agreement electronically, including by clicking “Subscribe,” “Purchase,” “Accept,” or another button indicating acceptance, or by completing a purchase and accessing a paid Subscription.

Such electronic acceptance shall constitute the Customer’s agreement to be bound by these Terms and shall have the same legal effect as a written signature to the extent permitted by applicable law.

16. General Terms

Entire Agreement. This Agreement, together with the applicable Order and any policies or additional terms expressly incorporated by reference, constitutes the entire agreement between the parties concerning the Subscription and supersedes prior discussions or understandings concerning the same subject matter.

Order of Precedence. If there is a conflict between this Agreement and an applicable Order expressly agreed by the Platform Provider, the Order will control solely with respect to the conflicting provision.

Assignment. The Customer may not assign or transfer this Agreement without the prior written consent of the Platform Provider. The Platform Provider may assign this Agreement in connection with a merger, reorganization, sale of assets, corporate restructuring, or transfer to an affiliate or successor.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver. A failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

Force Majeure. Neither party shall be liable for delay or failure to perform obligations, other than payment obligations, resulting from circumstances beyond its reasonable control.

No Third-Party Beneficiaries. This Agreement is for the benefit of the parties and does not create enforceable rights in any third party.

Notices. Notices relating to this Agreement may be delivered electronically. Notices to the Platform Provider should be sent to insights@ccarbon.info. Notices to the Customer may be sent to the primary email address associated with the Customer’s account or Order.