Carbon Credit Purchase Terms and Conditions

We appreciate your purchase of carbon credits (“Credits”) and your interest in Carbon Streaming Corporation (the “Company”, “we” or “us”).  Each Credit that you purchase will be retired on the applicable carbon registry by the Company on your behalf. Upon completion of the transaction, you will receive a purchase certificate confirming the retirement of Credits.

Please read this agreement (this “Agreement”) carefully as it contains the terms and conditions that govern your purchase of the Credits. By placing your order for Credits, you accept and are bound to the terms and conditions of this Agreement. When we refer to the “Parties” in this Agreement, we are referring to you and the Company. The terms and conditions presented by our partner and service provider, Patch Technologies Inc. (“Patch”), constitute a separate agreement between you and Patch and the Company expressly disclaims any responsibility or liability in connection with such other agreement.

Payment. Your payment for the Credits will be made to Patch, who provides the platform on which we list our Credits and acts as a payment conduit for the Company. Patch charges a 6% processing fee for all purchases. Such processing fee will be automatically included in the final amount due by you at the time of checkout. It is Patch’s responsibility to pass along your payment to the Company after you have made your payment to Patch. You acknowledge and agree that the Credits will not, under any circumstances, be retired on your behalf before we have received your payment from Patch.

Refunds. We hope you will be satisfied with your purchase, of course. But if you are not, the Company does allow for refund requests in accordance with the terms and conditions set forth by Patch’s refund policy. Please see Patch’s Terms of Service for further details. 

Failure to Deliver. Upon retirement of the Credits on the applicable carbon registry, the Credits purchased will be deemed to be delivered.If, for any reason, we are unable to deliver the Credits that you have purchased, we reserve the right to replace those undelivered Credits with reasonably comparable Credits that we may have available at our sole discretion and in accordance with Patch’s Terms of Service. If no reasonably comparable Credits are available, we will issue a refund.

Disclaimer. Products and services purchased or offered from the Company, including without limitation the Credits and information from third party websites (including the carbon footprint calculator), are provided “as is” and without any representations or warranties of any kind, either express or implied or statutory, including without limitation implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability. To the fullest extent permitted by applicable law, under no circumstances and under no legal theory (including without limitation, tort, contract, strict liability, or otherwise) shall THE COMPANY be liable to you or to any other person for (a) any indirect, special, incidental, consequential OR PUNITIVE damages of any kind (even if advised of the possibility of such damages), including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, or (b) with respect to any purchase of Credits, any amount in the aggregate, in excess of the amounts paid by you for such Credits, or (c) any matter beyond our reasonable control or for any claim by any third party. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCE GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED on negligence or other torts or breach of contract. except where prohibited by applicable law, you may not institute any action in any form arising out of this agreement more than eighteen (18) months after the cause of action has arisen.

Dispute Resolution by Binding Arbitration.

(a) Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the “Arbitration Agreement.” Except where expressly prohibited by applicable statute, you agree that any and all disputes, claims or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) that have arisen or may arise between you and the Company, its agents, employees, officers, directors, successors, assigns or affiliates (collectively for purposes of the Arbitration Agreement, the “Company”), whether arising out of or relating to this Agreement (including any alleged breach thereof, as well as any dispute related to this Arbitration Agreement), the Credits, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively and finally through binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. You agree that, by entering into this Agreement, you and the Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. Where you are located in a province or territory of Canada where a statute expressly indicates that an arbitration requirement will not apply to you, as a customer, you agree to solely make any claim against the Company in a small claims court located in Ontario or in the province or territory in which you reside.

(b) Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

(c) Pre-Arbitration Dispute Resolution. The Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing us at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of dispute or claim (a “Notice”). The Notice to the Company should be sent to 155 University Avenue, Suite 1240, Toronto, Ontario, Canada, M5H 3B7, Attn: Legal Department. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If the Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Company is entitled.

(d) Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the Canadian Arbitration Association’s (“CAA”) rules and procedures. For information on the CAA, please visit its website, https://canadianarbitrationassociation.ca/. Information about the CAA Rules and fees for commercial disputes can be found at the CAA’s commercial arbitration page, https://canadianarbitrationassociation.ca/?page_id=17. If there is any inconsistency between any term of the CAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement  and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless the Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by CAA. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the CAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the CAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

(e) Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the CAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the CAA Rules.

(f) Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

(g) Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.

Applicable Law; Governing Law and Venue. In connection with your purchase of Credits, you agree to comply with all applicable laws and regulations of the various provinces and territories of Canada. You agree and represent that you are buying the Credits for your own use only, and not for resale. Credits may not be sold or transferred to any other persons. Except as otherwise provided in the Arbitration section or where an applicable provincial statute requires an alternative governing law, this Agreement and any sales of Credits shall be deemed to have been made in the Province of Ontario and this Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. With respect to any disputes or claims not subject to arbitration, you hereby agree to submit to the personal and non-exclusive jurisdiction of Canada in the Province of Ontario.

Survival. Provisions that, by their nature, should survive termination of this Agreement shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us, disclaimers, any limitations on our liability, and terms regarding disputes between us.

Taxes and Reporting. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with this Agreement or the Credits, provided that the Company may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

Non-Waiver and Enforceability. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. Except as otherwise stated herein, if any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable, except as otherwise provided in the Arbitration provision.

Assignment; Entire Agreement; Section Headings. The Company has the right to assign, subcontract or delegate in whole or in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise. You will not be permitted to assign this Agreement without the written permission of the Company. This Agreement is the entire agreement between you and the Company with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements.