Terms of Service

1. ‍General Conditions and Service Terms‍
   These Terms of Service (the "Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity (collectively, "user", "you", or "your") and Carbon Direct Inc., doing business as Relae, and any of its affiliates and subsidiaries (collectively, "Relae," "we," "us," or "our"). These Terms govern your use of the Relae website (relae.co) and any other websites, mobile applications, online portals, client or account-based portals, electronic forms, surveys, or features managed or operated by Relae (collectively, the "Site") and services offered by Relae, including the ability to access certain additional services through the Site described in Section 5 (Platform Services) (the "Platform Services") (collectively, the "Services").
   By accessing or purchasing through the Site, you acknowledge that you agree with these Terms, including our Privacy Policy and Cookie Notice. IF YOU DO NOT AGREE TO BE FULLY BOUND BY THESE TERMS, OR IF YOUR JURISDICTION WILL NOT HONOR THEM, YOU SHOULD NOT USE THE SITE.
   If you have entered into a separate written agreement with Relae governing particular Services, such as a master services agreement, statement of work, order form, or engagement letter (a "Client Agreement"), that Client Agreement will control with respect to those Services to the extent of any conflict with these Terms. These Terms otherwise govern your use of the Site and Services, including your access to and use of the Site in connection with any Platform Services, and apply in addition to (and not in place of) any applicable Client Agreement.
   THESE TERMS INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE SITE OR SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT.
   THESE TERMS ALSO INCLUDE A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION, AND A JURY WAIVER, WHICH MEANS YOU WAIVE YOUR RIGHT TO TRIAL BEFORE A JURY.

2. Changes to Terms
   Relae reserves the right to change these Terms at any time upon notice to you which may be provided in any legally permissible means including by (a) updating these Terms and posting them on the Site or (b) emailing the address you provided in your account. You agree to periodically review these Terms for changes. Updated Terms are binding on you as of the effective date indicated in our notice. Your continued use of the Site or Services after the effective date indicates your acceptance of the updated Terms, even if you have not reviewed them. Any new or additional features, tools, sites, portals, or content added to the Site will also be subject to these Terms unless expressly stated otherwise. If at any time you do not agree to the Terms, do not use the Site or Services. Changes to these Terms will not retroactively modify the terms applicable to a purchase or transaction completed before the effective date of the updated Terms, unless required by law or expressly agreed by the parties.
3. General Use and Restrictions
   
   1. Use of Site and Services. Except for any pages Relae makes available without registration, such as account creation or marketing pages, you must maintain an active, logged-in account to access or use the Site or Services. The Site and Services are only intended for users who can form legally binding contracts under applicable law. By accessing or using the Site or Services, you represent and warrant that (a) you are at least eighteen (18) years of age, or over the age of majority in the state or country where you are a resident or citizen, and (b) if you are using the Site or entering into Services on behalf of an entity, you are authorized to accept these Terms on such entity's behalf. Use of the Site and Services for any purpose other than as described in these Terms is prohibited. Relae may monitor, modify, or remove content or Services but does not undertake any duty to do so. YOU WILL NOT USE OR DISCLOSE RELAE CONTENT TO ANY THIRD PARTIES EXCEPT AS EXPRESSLY PERMITTED BY THESE TERMS OR TO YOU BY RELAE IN WRITING.
   2. Restrictions. The Site may contain information, materials, data, text, instructional documents, software, photographs, graphics, music, sounds, videos, and other materials, without limitation (collectively, the "Content"). Content shall also include Project Information (as defined below), as defined below. All Content is the sole and exclusive property of Relae or its licensors. Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and Content solely for your own internal and noncommercial purposes. Except as set forth in this Section, you may not download, copy, duplicate, modify, distribute, sell, transmit, display, transfer, upload, post, create derivative works of, sublicense, or otherwise provide or assign Content to any third party.
   3. Project Information. Relae uses its scientific expertise, including certain proprietary methods, to develop information ("Project Information"), including as it relates to the validation of carbon removal or reduction credits (collectively, "Credits"). Relae may provide access to certain Relae Project Information through the Site and Services, but unless expressly set out in a written agreement between you and Relae, Relae does not commit to make available any specific Relae Project Information in connection with a purchase of Credits or otherwise through the Site or Services. Although we endeavor to provide accurate and up-to-date Project Information, such Project Information necessarily includes estimates and approximations, such as information provided by suppliers and other third parties. Relae cannot guarantee the accuracy of Project Information and shall not be liable for any inaccuracy or inconsistency reflected in any Project Information you receive through the Site or in connection with Services. Additionally, we reserve the right, in our sole discretion, to narrow or modify the scope and nature of any Project Information made available with respect to Relae Projects for which you have purchased Credits.
   4. Further Limitations. Notwithstanding anything to the contrary herein, with respect to the Site and Services, you are not permitted to:
      
      1. remove any proprietary notices, or attempt to disable, bypass, modify, defeat, or otherwise circumvent any authentication or security systems used as part of the Site;
      2. interfere with or disrupt the proper functioning of the Site or Services;
      3. infringe, misappropriate, or violate the intellectual property, proprietary, or privacy rights of any third party;
      4. use the Site or Services for any purpose or in any manner that is unlawful or violates any applicable local, state, national, or international law;
      5. provide or upload any Content, data, or information to the Site that contains viruses or malicious code or is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or right of publicity, hateful, or racially, ethnically, or otherwise objectionable, at Relae's sole discretion;
      6. provide or upload through the Site or Services information, including personal data, of others that you are not authorized to provide;
      7. use the Site and Services to develop applications, websites, or any other functionalities that leverage the Site or Services without Relae's advance written permission;
      8. access all or any part of Site or Services in order to modify or build a product or service which competes with the Site or Services;
      9. use the Site or Services in a manner intended to damage, disrupt, compromise, or unlawfully interfere with Relae, the Site, the Services, or any other person or entity;
      10. use the Site or Services, or any information contained thereon, in a way that suggests you are an agent or representative of Relae, or for any lobbying or political activities; or
      11. cause damage to Relae's business, reputation, employees, members, facilities, or to any other person or legal entity, at Relae's sole discretion.
   5. Other Data Collection. Any scraping, automated collection, or other unauthorized access to, and storage of, Content or other information from the Site may, at Relae's sole discretion, result in immediate suspension or termination of your access to the Site and Services.
   6. Third-Party Content. Any opinions, advice, statements, assistance, services, offers, or information expressed or made available by third parties through the Site or Services, including users, are those of the respective authors or distributors and not of Relae.
   7. Linked Sites. The Site may contain links to other websites, documents, or other materials that we think may interest you (collectively, "Linked Sites"). Linked Sites are not under the control of Relae and Relae is not responsible for their content. The inclusion of a link does not imply endorsement by Relae or any association with the operators of Linked Sites. Linked Sites may have their own policies and terms. You access Linked Sites at your own risk.
4. Services
   By using the Site, you will be granted access to information relating to certain Relae Services, including, but not limited to, those listed below and the Platform Services described in Section 5 (Platform Services). Relae reserves the right at any time to modify or discontinue any or all Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of any Service. 
5. Platform Services
   
   1. Overview. Relae may make available to users certain additional services through the Site (collectively, the "Platform Services"), which may include, among other things, services related to diligence, and to the monitoring, reporting, and verification of voluntary carbon market projects, as well as other customized services Relae may develop or offer from time to time. Platform Services are typically provided in connection with, and governed in the first instance by, a separate written agreement between you (or your organization) and Relae, such as a master services agreement, services agreement, statement of work, purchase order, order form, or engagement letter (a "Client Agreement"). Where a Client Agreement applies, it will control the scope, deliverables, specifications, and fees for the applicable Platform Services, and these Terms govern your access to and use of the Site and the account-based portal through which the Platform Services are made available, in addition to (and not in place of) that Client Agreement. If you access or use any Platform Service without an applicable Client Agreement in place, these Terms alone will govern that use.
   2. Additional and Future Services. Relae may, from time to time, develop, offer, or make available additional or customized Platform Services through the Site, including services tailored to a particular client's projects or requirements. Any such Platform Services will be governed by these Terms and, where applicable, a Client Agreement, in each case as if fully described in this Section, whether or not specifically named in these Terms as of the date you access them.
   3. Client Data. "Client Data" means any data, documents, or information that you or your organization submit, upload, or otherwise provide to Relae through the Platform Services, excluding Feedback (as defined in Section 7(c) (Feedback)) and any Content Relae makes available to you. As between you and Relae, you and your organization retain all right, title, and interest in and to your Client Data. You grant Relae a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, analyze, and otherwise use Client Data (i) to provide, maintain, and support the Platform Services and the Site, (ii) to generate the reports, analyses, scores, or other outputs requested by you or contemplated by an applicable Client Agreement, and (iii) as otherwise permitted under Section 15 (Anonymized Data) or an applicable Client Agreement. You represent and warrant that you have all rights necessary to submit Client Data and to grant the foregoing license, and that your Client Data does not violate these Terms, any applicable Client Agreement, or applicable law.
   4. Confidentiality and Security. Relae will maintain reasonable administrative, technical, and physical safeguards designed to protect the confidentiality and security of Client Data, consistent with our Privacy and Cookies Notice and any confidentiality terms in an applicable Client Agreement. Relae will not disclose Client Data to third parties except (i) to Relae personnel, affiliates, or service providers who need it to provide the Platform Services and who are bound by confidentiality obligations at least as protective as those in this Section, (ii) as you direct or authorize, (iii) as required by law or legal process, or (iv) in aggregated or de-identified form as permitted under Section 15 (Anonymized Data).
   5. Access and Suspension. Access to the Platform Services is limited to users with an active account, and may be further limited to users designated or authorized under an applicable Client Agreement. Relae may suspend or restrict your access to any Platform Service, without liability, if we reasonably believe such access presents a security risk or violates these Terms or an applicable Client Agreement, or if the underlying Client Agreement terminates or expires.
6. Payment Terms
   
   1. Payment Methods. Relae may accept payment for Services through automated clearing house, wire transfer, credit card, debit card, or such other payment methods we may make available to you from time-to-time through the Site (the "Payment Methods"). You are subject to all terms and conditions of the Payment Method you choose, including terms imposed by a third-party payment processor. By submitting an order through the Site, you represent and warrant that you are authorized to use the designated Payment Method and authorize Relae or its designated payment processor to charge the Payment Method you specify for the purchase amount, including all taxes and fees.
   2. Payment Information. Relae's payment processors may require that you provide certain personal data (e.g., a valid government-issued identification, your legal name, address, and date of birth) for the purpose of making payment through financial institutions and complying with applicable international, national, federal, state, and local laws and regulations. Payment processors may communicate directly with you regarding any issues with a payment.
   3. Declined Payment. If a purchase has been declined due to issues with your Payment Method, we may suspend or cancel your order. You are responsible for resolving any problems encountered in order to proceed with your purchase.
7. Ownership and Intellectual Property
   
   1. Protections. Content included on the Site and provided in connection with the Services are protected by copyright, trademark, patent, and other intellectual property and proprietary right laws. All title, ownership, and intellectual property rights in and to the Site or in connection with the Services are owned by Relae or its licensors. All rights not expressly granted to you by Relae are reserved. The Site and Content may contain certain licensed materials, and our licensors may protect their rights in the event of any violation of these Terms. For clarity, "Content" does not include Client Data (as defined in Section 5(c) (Client Data)), which is addressed separately in that Section. Some Content, including previously prepared reports or materials, may be made available to users for a fee under Section 6 (Payment Terms); such Content is provided on the same basis as other Content under this Section, including the disclaimers in Section 10 (Limitations and Disclaimers).
   2. Marks. All trademarks, service marks, logos, trade names, and any other proprietary designations of Relae used herein are trademarks or registered trademarks of Relae, our affiliates, or suppliers. You may not use any of our trademarks, logos, or trade dress without our express written consent. If you receive such consent, you must use all assets in accordance with our brand guidelines, which may be updated from time to time.
   3. Feedback. You may provide feedback to Relae about the Site or Services. Unless Relae agrees otherwise in writing, Relae shall own all feedback, comments, suggestions, ideas, concepts, and changes that you provide to Relae regarding the Site and Services, and all associated intellectual property rights (collectively, the "Feedback"). You hereby assign to Relae all of your rights, title, and interest thereto.
8. User Account and Information
   
   1. Personal Information. Our Privacy Policy and Cookies Notice describes our practices and policies related to Relae's collection, use, and storage of personal data.
   2. Account Access. You agree to keep your account information confidential and not provide it to or allow any third party to use your account, and you are solely responsible for all use of your account whether it occurs with or without your knowledge. You agree that all uses of the identifier established for you during a registration or similar process will be attributed to and legally bind you and may be relied upon by us as being a use made by you, even if someone else used your identifier. You agree to notify us immediately if you suspect any unauthorized use of your account or any other breach of security. You may not sell or otherwise transfer your account.
   3. User Information. You must provide us with accurate, complete, and current information during your account registration and at all other times, and update all information provided to us so that it remains accurate.
   4. Account Termination. Relae has the right to cancel or suspend your account for any reason or for no reason at any time, as determined in our sole discretion.
9. Indemnification‍
   To the maximum extent allowed by applicable law, you agree to defend, indemnify, and hold harmless Relae, its officers, employees, agents, partners, suppliers, affiliates, and licensors (collectively, the "Indemnified Parties"), from and against all claims, suits, proceedings, losses, liabilities, and expenses, including attorneys' fees and costs, whether in tort, contract, or otherwise ("Claims"), relating to, arising from, or allegedly arising from (a) your use of the Site, Services, or any other products or services provided by Relae, (b) any violation of these Terms, (c) your violation of any other party's rights or applicable law, and (d) any Client Data you submit through the Platform Services, including any breach of the representations in Section 5(c) (Client Data). You agree to cooperate fully in the defense of any of the foregoing. Relae reserves the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our prior written consent. In such cases where your obligation to indemnify may be limited due to the requirements of national federal, state, or local laws, you shall be responsible for the ordinary negligent acts and omissions of your agents and employees causing harm to persons not a party to these Terms.

10. Limitations and Disclaimers
    
    1. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS MAY BE SET FORTH IN SEPARATE AGREEMENT BETWEEN YOU AND RELAE IN WRITING, THE SITE, THE SERVICES, AND ANY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." RELAE DOES NOT WARRANT THAT THE SITE, ANY PLATFORM SERVICE OUTPUT, OR ANY CONTENT WILL BE FREE FROM BUGS, DEFECTS, OR ERRORS, OR ACCESSIBLE WITHOUT INTERRUPTION. RELAE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE. IN PARTICULAR, TO THE EXTENT LOCAL LAW IMPLIES STATUTORY TERMS WHICH CANNOT BE EXCLUDED, THOSE TERMS ARE DEEMED INCORPORATED INTO THIS DOCUMENT BUT RELAE'S LIABILITY FOR A BREACH OF THOSE STATUTORY IMPLIED TERMS IS LIMITED IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN TO THE EXTENT PERMISSIBLE UNDER SUCH LAWS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RELAE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER CAUSED BY OR ARISING OUT OF MISREPRESENTATION OR BREACH CAUSED BY SUPPLIERS OR THIRD PARTIES, OR BE DEEMED TO HAVE ASSUMED ANY SUPPLIER OR THIRD PARTY OBLIGATIONS OR LIABILITIES.
    2. Exclusion of Certain Damages. IN NO EVENT WILL RELAE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE, FOR LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, GROSS NEGLIGENCE, OR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THE SITE, SERVICES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER THESE TERMS, RELAE'S MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THE SITE, CONTENT, OR THESE TERMS WILL BE AT OUR OPTION: (A) SUBSTITUTION, CORRECTION, OR REPLACEMENT OF ALL OR PART OF THE CONTENT, SITE, OR SERVICES CAUSING YOUR DAMAGE (IF ANY); OR (B) THE AMOUNT OF YOUR DAMAGES THAT ARE NOT EXCLUDED AND WHICH YOU ACTUALLY INCUR IN REASONABLE RELIANCE, WHICH AMOUNT WILL BE THE LESSER OF THE AMOUNT YOU ACTUALLY PAID US FOR THE ITEM OR SERVICE CAUSING THE DAMAGE (IF ANY), OR THE AMOUNT OF SAID DAMAGES SO INCURRED. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER THESE TERMS OR RELATED TO THE CONTENT, SITE, WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.
    4. Important Notice Regarding Limitations. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN DAMAGES SUCH AS THE LIMITATION OF LOSS OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS). NOTHING IN THESE TERMS WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. IF YOU LIVE OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
    5. Notice to California Residents. BY USING THE SITE OR SERVICES, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN [THEIR] FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY [THEM], WOULD HAVE MATERIALLY AFFECTED [THEIR] SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
11. Dispute Resolution and Arbitration
    
    1. Dispute Resolution. Relae prefers to resolve disputes amicably and efficiently, and most concerns can be resolved quickly via email. If such efforts are unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). Notice to Relae should be sent to the mailing address as set forth in Section 17 (Notice). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Relae do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Relae may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Relae or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Relae is entitled.
    2. Arbitration Agreement. This Section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Relae, whether arising out of or relating to these Terms (including any alleged breach thereof, as well as any dispute related to this Arbitration Agreement), the Site, any Services, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
    3. Arbitration. YOU AND RELAE 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 RELAE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE (1) 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 CLAIMS, 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.
    4. Arbitration Proceedings. Arbitration shall be conducted by JAMS, Inc. ("JAMS") pursuant to, and in accordance with: (i) its Comprehensive Arbitration Rules and Procedures that are then in effect, and (ii) the Federal Arbitration Act (9 U.S.C., Secs. 1-16). Such arbitration shall be conducted at a mutually agreeable site in New York, New York before a single arbitrator appointed by JAMS, which arbitrator must be experienced in the discipline that is the subject of the dispute. Judgment may be entered upon the arbitrator's decision in any court of competent jurisdiction. The prevailing party, as determined by the arbitrator, shall be reimbursed by the other party for all costs, expenses, and charges, including, without limitation, reasonable attorneys' fees, incurred by the prevailing party in connection with such arbitration. 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.
    5. Arbitration Changes. Notwithstanding any provision in these Terms to the contrary, if Relae makes any future change to this Arbitration Agreement (other than a change to the Notice address) while you are a user of the Site or Services, you may reject any such change by sending Relae written notice within thirty (30) calendar days of the change. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms or accepted any subsequent changes to these Terms.
12. Governing Law and Jury Waiver
    
    1. Governing Law. These Terms will be governed by the laws of the State of New York, without regard to any conflict of law provisions. With respect to any disputes or claims not subject to arbitration, you hereby agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the Southern District of New York.
    2. Jury Waiver. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, IF FOR ANY REASON, ANY CLAIM OR CAUSE OF ACTION, OR ANY PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY A PARTY AGAINST THE OTHER PARTY, BASED UPON, ARISING OUT OF, OR RELATED TO THE SITE, CONTENT, OR THESE TERMS, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE, PROCEEDS IN FEDERAL OR STATE COURT, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY. THIS WAIVER APPLIES TO ANY ADDITIONAL TERMS, SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THESE TERMS.
    3. Class Action Waiver. IF PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR AN ARBITRATION PROCEEDING ANY CLAIM AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL.
13. Termination‍
    Relae may deny or suspend access or terminate your use of the Site or any Service in our sole and absolute discretion at any time and without prior notice. We may suspend or terminate the Site and terminate these Terms, in our sole and absolute discretion, at any time and without prior notice and take whatever action we deem necessary to preserve the integrity of the Site and Services. Termination will not limit any of Relae's rights or remedies. All provisions regarding indemnification, warranty, liability, and limits thereon, and such rights that are otherwise necessary to effectuate the terms contained herein shall survive the expiration or termination of this Agreement. The foregoing does not impair the enforceability of any additional agreements you may enter into with us. If you had access to any Platform Services, Relae will handle any Client Data associated with your account following termination in accordance with the applicable Client Agreement or, absent such an agreement, our Privacy and Cookies Notice and Relae's standard data retention practices.

14. International Use‍
    Relae is headquartered in the United States and that the Site and Services are governed by United States law. If you are using the Site from outside of the United States, your information may be transferred to, stored, and processed in the United States or another location where our servers may be located. Relae makes no representation that the Site is appropriate or available for use in locations outside of the United States. You may not use the Site if doing so is in violation of applicable law, including United States export laws and regulations. The Site and Services are not intended for use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject Relae or its affiliates to any registration requirement within such jurisdiction or country.

15. Anonymized Data‍
    Notwithstanding any other provision herein, and subject to any applicable law, regulation, or Client Agreement, Relae may use anonymized or de-identified data, including anonymized or de-identified Client Data, for internal and external purposes, including benchmarking, research, statistical analysis, technical support, and other business purposes, provided that Relae shall not sell anonymized data to any third party for commercial use. Without limiting the foregoing, Relae will own all right, title, and interest in any intellectual property of any aggregated and de-identified reports, summaries, compilations, analysis, statistics, or other information derived therefrom.

16. General Terms
    
    1. Entire Agreement. These Terms and any (a) notices, terms, or other items incorporated herein, and (b) any additional terms, conditions, or agreements contained on the Site or provided by Relae in connection with Services constitute the entire agreement between you and Relae regarding the Site and Services. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and Relae regarding the subject matter of these Terms.
    2. Enforceability and Severability. You and Relae intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. If any provision of these Terms is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include deletion of specific provisions.
    3. Headings. All headings, section names, and titles are for convenience only and have no legal or contractual significance.
    4. Assignment. Relae may assign these Terms, in whole or in part, at any time with or without notice. You may not assign these Terms or assign, transfer, or sublicense any rights or delegate any duties hereunder. No one other than you and Relae, or Relae's successors and permitted assigns, will have any right to enforce any of these Terms.
    5. Waiver. Relae's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on Relae if it is in a written document signed by Relae.
    6. Non-Reliance. Both you and Relae warrant to each other that, in entering these Terms, neither Relae nor you have relied on, or will have any right or remedy based upon, any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law.
    7. Force Majeure. Relae is not liable or responsible to you and will not be in default or breach for any failure or delay in our performance when a failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes, or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers including telecommunication breakdowns or power outages.
    8. Use of Marks. Relae may use your name, logo, trademarks, or other distinguishing features (collectively, "Marks") for advertising, marketing, or other business purposes, including to identify you as a client of Relae. You may not use Relae's Marks without Relae's advance written consent. Use of Marks by the other party does not create any ownership right therein.
17. Notices and Disclosures‍
    Relae may provide all notices or legal process required by any lawful method, including by posting notice on the Site or by sending it to any email or mailing address that you provide to Relae. For disclosures pertaining to California Assembly Bill (AB) 1305, click here. You agree to provide current and accurate contact information to Relae and to check for notices posted on the Site. You agree to send Relae any notice by mailing it to the contact information provided in Section 18 (Contact Information).

18. Contact Information‍
    Questions about the Terms or notices should be directed to:
    Carbon Direct Inc. dba Relae
    Attn: Legal
    228 Park Ave. S, PMB 737100
    New York, NY 10003-1502
    legal@relae.co

‍