Service Terms Agreement

March 8, 2023

1. General

As an individual, or on behalf of an entity, thank you for your decision to partner with BottleHound, Inc. d/b/a ClimateHound (“ClimateHound”). By purchasing ClimateHound services, you agree to be bound by these Service Terms and the ClimateHound Privacy Policy found at https://climatesite.webflow.io/privacypolicy and incorporated herein by reference.

ClimateHound will occasionally update Service Terms and provide you with electronic notice when material changes are made. If you don’t agree to be bound by the revised Service Terms, you may terminate your ClimateHound services.

2. Your Warranties

● You’re at least 18 years of age and have the authority to enter into a binding agreement with ClimateHound.

● You’re providing only current, accurate, and complete answers in response to ClimateHound requests for information.

● You’re purchasing ClimateHound services for legal and authorized purposes that, to the best of your knowledge, will not violate any applicable regulations.

3. Our Disclaimers

ClimateHound does not warrant the accuracy, completeness, or current nature of information found at www.climatehound.io (“Site”), https://app.climatehound.io/ (“App”), or on any websites that might be linked to the Site. Information on the Site does not constitute advice.

ClimateHound makes no express or implied warranties and disclaims all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement of intellectual property rights.

4. Term and Termination

The commitments between you and ClimateHound will be in effect for one year from each date that you begin ClimateHound services and will automatically renew each year thereafter unless you or ClimateHound provides written notice otherwise at any time before the renewal. Payment for each year of services is calculated and due on or before the new year of services begins.

Lapse of certification status will result in a 30 day grace period starting from the date of lapse (“grace period”) in which you must (1) complete a carbon footprint calculation and purchase the required amount of offsets if certified carbon neutral, or (2) remove carbon neutral certification marks and replace them with eco-conscious certification marks if you are maintaining access to the ClimateHound platform but have chosen to no longer fund the necessary carbon offsets to maintain your carbon neutrality, or (3) remove certification marks from all previously licensed locations.

5. Services and Carbon Offsets

Services available for purchase include access to our proprietary carbon footprint calculation software and reduction strategy library, carbon offset and Renewable Energy Certificate funding services, certification services, and/or certification marketing materials (collectively “Services”).

ClimateHound services related to carbon offsets may be provided in one or more of the following ways upon completion of your carbon footprint estimate:

● ClimateHound may purchase carbon offsets in advance from applicable registries to satisfy future orders;

● ClimateHound may group orders together to purchase and retire carbon offsets;

● Following receipt of an order, ClimateHound may purchase or retire carbon credits under ClimateHound’s name.

Many carbon offsets and projects used for our services are recorded on international carbon registries, and links to applicable registry websites with respective registry information are routinely posted on the Site as available.

6. Purchase

When purchasing services with ClimateHound, you and ClimateHound are relying on information provided by respective registries and entities regarding relevant project(s) and any associated verification efforts (collectively, "Project Information''). As such, you and ClimateHound have no liability to one another for any inaccuracies in the Project Information pertaining to any ClimateHound Services.

Your ClimateHound services related to carbon offsets include receipt of a certificate recording ClimateHound offsets purchased and retired in a 1:1 ratio with your carbon footprint calculation to certify your carbon neutral status under the ClimateHound certification parameters.

In exchange, you agree to the following:

● Include in your website footer an embedded link to www.climatehound.io within the ClimateHound certification mark.

● Make at least one social media post on your most active platform announcing your decision to go carbon neutral or eco-conscious with ClimateHound using a ClimateHound provided high quality graphic in the format of your choosing.

ClimateHound may refuse any request for services and limit or cancel quantities purchased. Availability of credits on particular projects and registries may change over time. In the event that ClimateHound is unable to complete some or all of a corresponding purchase, ClimateHound may offer to refund the purchase price you paid for the uncompleted purchase. Otherwise, all purchases made are final and no refunds are available.

7. Intellectual Property

Unless stated otherwise, the Site and ClimateHound services are ClimateHound’s proprietary property. Source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by ClimateHound or licensed to ClimateHound, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

Upon your compliance with these Service Terms and upon your registration of an account with ClimateHound via the App, ClimateHound grants you a limited license to (1) download or print, for your own use, a copy of any portion of the Content to which you have authorized access, and (2) publish ClimateHound-designated Content and Marks that are made available to you upon the purchase of ClimateHound services–including publication of an official certification emblem digitally and in print (e.g. displaying on product packaging or other company owned and operated property captured within the ClimateHound carbon footprint calculations, such as facilities and delivery vehicles).

ClimateHound otherwise reserves all rights not expressly granted to you, all of which can be found within the ClimateHound Logo Use Policy document provided after completing your full carbon footprint analysis and/or upon achieving carbon neutrality through ClimateHound Services. ClimateHound expressly prohibits use of any of its content, including images or descriptions of software and processes, to engage in developing directly competitive products or services to be offered by you or any third party.

In exchange and under the representation that you are authorized to do so, you grant ClimateHound a non-exclusive, limited license to publish your entity name, logos, company summary, carbon footprint, and offset amounts purchased for ClimateHound’s own marketing and communications.

8. Liability Limitations and Indemnification

ClimateHound is not liable for aggregate damages, under any theory of liability, exceeding the actual amounts you paid to ClimateHound in the twelve month period immediately preceding the event giving rise to a claim.

You agree to defend and indemnify ClimateHound from any liability to a third party arising from breach of the Service Terms and related representations.

ClimateHound is not liable for delays or inability to perform ClimateHound services due to causes beyond ClimateHound’s reasonable control (e.g. foreign/domestic government actions, natural or manmade disasters, and supply/labor disruptions).

9. Details for using these Service Terms
Assignment:

You or ClimateHound may assign the obligations and benefits of these Service Terms upon written consent from the other.

Other Agreements:

You and ClimateHound do not agree to any additional terms that are not (1) submitted in writing to you by ClimateHound and (2) signed by you or another authorized representative.

Governing Law, Jurisdiction:

Texas law governs these Service Terms without regard to conflicts or choice of law principles. You agree to the jurisdiction of the state of Texas to resolve any dispute that relates to the Service Terms.

Severability, Waiver:

Any part of these Service Terms held unenforceable is not intended to affect remaining provisions, which must be enforced to the extent permitted by law.

ClimateHound’s choice not to enforce any part of the Service Terms is not an indication of a waiver of the right to do so.

Electronic Communications and Signatures:

You consent to receive electronic communications and acknowledge satisfaction of any legal requirement that such communication be in writing.

YOU AGREE TO:

● THE USE OF ELECTRONIC SIGNATURES AND CONTRACTS.

● ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY CLIMATEHOUND OR VIA THE SITE.

You waive any rights granted or requirements of any jurisdiction that are related to original signatures, delivery or retention of non-electronic records, and to payments or the granting of credits by any means other than electronic means.