Terms & Conditions

Last Updated: January 4th, 2022

General Terms of Use

The following General Website Terms of Use Agreement (the “Agreement”) governs your general access to and use of the Neutrl Platform, including this website located at http://www.neutrl.com or any other website, web page, app or other internet or digital platform or plug-in offered by, through or on behalf of CO2 Neutral, Inc. d/b/a Neutrl or any of its subsidiaries or Affiliates (collectively, “Neutrl,” “we,” “us” or “our”), wherever or however offered, pursuant to which, among other things, Neutrl provides the ability for the purchase of a carbon contribution by or on behalf of merchants or their customers, a portion of the proceeds of which shall be used by Neutrl to purchase carbon removal technologies (collectively, the “Service”). Please review this Agreement carefully. By accessing and using the general areas of the Service, you agree to be legally bound by all of the terms, conditions and notices contained or referenced herein. These terms of use apply to actions via the website, by email, by fax, by telephone, in person, or by any means of transmission. If you do not agree with any of these Terms of Use, do not access or otherwise use this site or any information or materials contained on the site. Your use of the Service shall be deemed to be your agreement to abide by the terms set forth below. By accepting you are agreeing to every provision of this agreement whether or not you have read it. Neutrl may update or modify these Terms of Use at any time, without prior notice. By using this Site following any such change, you agree to be bound by the Terms of Use as changed. Neutrl recommends you review these Terms of Use each time you visit the Site. Notwithstanding anything to the contrary herein, in the event of a conflict between these Terms of Use and any other written agreement between you and us, such other agreement shall prevail over these Terms of Use, solely to the extent of any such conflict; provided, that in all circumstances, the terms of our Privacy Policy shall apply regardless of any conflict with any other provision(s) of these Terms of Use or any other written agreement between you and us.

Any conduct by you that in Neutrl’s sole discretion restricts or inhibits any other user from using or enjoying the Service will not be permitted. You agree to use the Service in accordance with these Terms of Use and only for lawful purposes. You will not attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing these services to you.

Copyright Rights
All copyright rights in the text, images, photographs, graphics, user interface, and other content provided on the Service, and the selection, coordination, and arrangement of such content, are owned by Neutrl or its third-party licensors, to the full extent provided under the United States Copyright Act and all international copyright laws. Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing or transmitting any of the contents of the Service for any purposes. Nothing stated or implied on the Service confers on you any license or right under any copyright of Neutrl or any third party.
The Service and the information contained in reference herein are for informational purposes only. Any reproduction, copying, or redistribution for commercial purposes of any materials or design elements of the Service is strictly prohibited, without the prior written consent of Neutrl. Requests for permission to reproduce any information contained on this Service should be addressed to E-mail: support@neutrl.com. Systematic retrieval of data or other content from this Service to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Neutrl is prohibited.

Neutrl respects the rights of all copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Neutrl with the following information required by the Digital Millennium Copyright Act, 17 U.S.C. Section 512 to support@neutrl.com:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact the complaining party;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Trade and Service Mark Rights
All rights in the product names, company names, trade names, logos, product packaging and designs of all Neutrl or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Neutrl or their respective owners, and are protected from reproduction, imitation, dilution or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited and nothing stated or implied on this Service confers on you any license or right under any patent or trademark of Neutrl or any third party. You acknowledge that the Service contains information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material that are protected by copyrights, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.

Links to Third-Party Services
This Service may contain links to other Services (“Linked Services”). The Linked Services are not under the control of Neutrl and Neutrl is not responsible for the contents of the Linked Services, including, without limitation, links contained on Linked Services, or any changes or updates to Linked Services. Neutrl is providing Linked Services to you only as a convenience, and the inclusion of such Linked Services is not an endorsement by Neutrl in favor of any company offering Internet services, products or services on the Linked Services. Any Linked Services you engage may be governed by any agreement or terms and conditions as accepted and agreed to by and between you and the Linked Services Provider, for which you and such Linked Services Provider are liable and responsible for and between each other. Nothing in any agreement between you and a Linked Services Provider may commit or make liable, in part or in whole, Neutrl or any of its agents. 

Obligations
You are required to comply with all applicable law in connection with your use of the Service, and such further limitations as may be set forth in any written or on-screen notice from Neutrl. As a condition of your use of the Service, you warrant that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. In the event you are receiving the Services, in whole or in part, through a third party vendor’s digital application or plug-in, you are required to comply with all applicable agreements and other terms and conditions governing the relationship between you and such vendor with respect to the Services, including without limitation, any applicable payment terms in the case of a third party vendor performing billing and payment collection services for or on behalf of Neutrl.

Prohibited Uses Generally
Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Service that:

  • is copyrighted, unless you are the copyright owner;
  • reveals trade secrets, unless you own them;
  • infringes on any other Intellectual Property Rights of others or on the privacy or publicity rights of others;
  • is obscene, defamatory, threatening, harassing, abusive, hateful, slanderous or embarrassing to any other person or entity as determined by Neutrl in its sole discretion;
  • is sexually-explicit;
  • constitutes advertisements or solicitations of business, surveys, contests, chain letters or pyramid schemes;
  • contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; or
  • violates any applicable law or regulation.

You further agree not to:

  • use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a user of the Service, or for purposes of registering for any promotions offered through the Service;
  • delete or revise any material or other information of any other user or Neutrl;
  • harvest or otherwise collect information about others, including E-mail addresses, without their consent;
  • take any action that imposes an unreasonable or disproportionately large load on the Service’s infrastructure;
  • use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on this site;
  • use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatar’s or intelligent agents) to navigate or search the Service other than the search engine and search agents available from Neutrl on the Service and other than generally available third party web browsers (e.g., Google Chrome and Microsoft Internet Explorer); or
  • allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service.

You further agree not to violate or attempt to violate the security of the Service, including, without limitation:

  • accessing data not intended for you or logging into a server or account that you are not authorized to access;
  • attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
  • attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, “flooding”, “spamming”, “mailbombing” or “crashing”, the Service;
  • sending unsolicited E-mail, including promotions and/or advertising of products or services; or
  • forging any TCP/IP packet header or any part of the header information in any E-mail or posting. Violations of system or network security may result in civil or criminal liability. Neutrl will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Neutrl reserves the right to review postings or comments on its Service, to remove any postings, and to terminate your ability to post to the Service at any time without notice, in its sole discretion. Neutrl also reserves the right to disclose any information necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part.

License Granted
Neutrl does not claim ownership of any information or material you transmit, distribute, post, communicate or store on, to or through the Service. However, by submitting or posting information or material on, to or through the Service, you grant Neutrl a worldwide, royalty free, perpetual, irrevocable and non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content anywhere, for any purpose, and in any form, media or technology now known or later developed. No compensation will be paid with respect to the use or re-use of your posting. Neutrl is free to use any ideas, concepts, know-how, or techniques contained in any communication you send for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information. Neutrl is under no obligation to maintain any posting you make and may remove any posting at any time in its sole discretion.  By posting or submitting content to this Service, you also warrant and represent that you own or otherwise control all of the rights to the content of the public posting, and that use of your content by Neutrl will not infringe or violate the rights of any third party.

Online Privacy Statement
You agree and consent to the terms of the Neutrl Privacy Policy. We recognize and respect the importance of maintaining the privacy of our users, customers and subscribers and have established a privacy policy as a result. In our Privacy Policy, which constitutes part of these Terms of Use, we describe why we gather information from users, customers, and subscribers, what information we collect, how we collect it, what we use the information for and how you can instruct us if you prefer to limit the use of information about you. We encourage you to carefully read our Privacy Policy.

Accessibility
Neutrl is committed to ensuring that our Website, mobile applications, as well as our products and services are generally accessible to people of all abilities. Neutrl is actively engaged in the ongoing process of developing, testing and updating these platforms using the World Wide Web Consortium’s (W3C) Web Content Accessibility Guidelines (WCAG) 2.0, Level AA, as a guideline. We test and will continue to test our Website on a periodic basis with assistive technology such as screen readers and screen magnifiers, and with users with disabilities who use these technologies. If at any time you have specific questions or concerns about the accessibility of any particular web page on this Website, please contact us at support@neutrl.com, and we will make all reasonable efforts to make that page accessible for you. You acknowledge and agree that our Website is offered in an “as is” basis, and that Neutrl is not liable for any losses or damages that may occur as a result of performance issues of our Website.

Disclaimer of Warranties
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH TO THE CONTRARY HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS IS.” NEUTRL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SERVICE, INCLUDING ANY PART THEREOF, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SERVICE. NEUTRL DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEUTRL DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND (vi) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY NEUTRL OR ANY THIRD PARTY. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.

Limitation of Liability
IN NO EVENT WILL NEUTRL, ITS AGENTS OR ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SERVICE, OR ON ANY WEBSITE LINKED TO THIS SERVICE, BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THIS SERVICE OR ANY SITE LINKED TO THIS SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE COMPANY’S RECORDS, PROGRAMS, OR SERVICES. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF NEUTRL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU HEREBY ACKNOWLEDGE THAT THIS SECTION SHALL APPLY TO ALL SERVICES, INCLUDING, WITHOUT LIMITATION, PRODUCTS, SERVICES AND CONTENT AVAILABLE THROUGH ALL PROMOTIONAL CHANNELS OF NEUTRL’S SERVICES INCLUDING, BUT NOT LIMITED TO, THE INTERNET, TELEPHONE, CATALOG, RADIO, TELEVISION, MOBILE DEVICE, SOCIAL MEDIA PLATFORM AND ANY PHYSICAL LOCATIONS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, NEUTRL’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

UNLESS OTHERWISE SPECIFICALLY SET FORTH TO THE CONTRARY HEREIN, AND THE FULLEST EXTENT PERMITTED BY LAW, ALL PRICES AND DISCOUNTS FOR ANY AND ALL PRODUCTS OR SERVICES OFFERED FOR SALE (“OFFERS’) ARE EXCLUSIVE OF APPLICABLE SERVICE AND SHIPPING CHARGES AND FEDERAL, STATE AND LOCAL TAXES. THE COMPANY RESERVES THE RIGHT, WITHIN ITS SOLE DISCRETION, TO REFUSE TO ACCEPT AND PROCESS ANY AND ALL CUSTOMER ORDERS AND TO SUSPEND, DISCONTINUE, AND REFUSE THE USE OR ACCEPTANCE OF ANY AND ALL OFFERS, PROMOTIONS, OR DISCOUNTS IN THE EVENT OF ADVERTISING ERRORS AND/OR THE ACTUAL OR SUSPECTED MISUSE, FRAUD OR ABUSE ASSOCIATED WITH SAID PROMOTIONAL OFFERS OR CUSTOMER ORDERS.

IN NO EVENT SHALL NEUTRL, ITS AGENTS OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE SERVICE, INCLUDING ANY PART THEREOF, OR ANY OTHER CONTENT, (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF NEUTRL OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Indemnification
Upon a request by Neutrl, you agree to defend, indemnify and hold harmless Neutrl and its subsidiaries, Affiliates, officers, agents, co-branders or other partners and employees from all liabilities, claims and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post to or transmit through this Service, your use of the Service, your violation of this Agreement or your violation of any rights of another.

Choice of Law and Forum
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law rules. You and Neutrl expressly agree to submit to the exclusive jurisdiction and venue of the courts in Delaware in all disputes arising out of or relating to the use of this Service.

Severability and Integration
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Neutrl and governs your use of this Service, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Neutrl. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties.. Furthermore, the invalidity of such a portion or section of this Agreement may not in any way affect the validity of the remaining portions or sections, which shall remain in full force and effect.

No Waiver
The failure of Neutrl to enforce any provisions of this Agreement or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.

No Professional Advice
Any information supplied by any employee or agent of Neutrl, whether by telephone, E-mail, letter, facsimile, Internet transmission or other form of communication, is intended solely as general guidance on the use of the Service, and does not constitute legal, tax, accounting, marketing or other professional advice. Individual situations and state laws vary and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions. Any statement of facts contained on any Neutrl Website or in market comments, which may be posted on an Neutrl Website, are derived from sources believed to be reliable, but are not guaranteed as to accuracy, nor do they purport to be complete. No responsibility is assumed with respect to any such statement, nor with respect to any expression of opinion herein contained.

United States Service
The Service is controlled by the Company from its offices within the United States of America, and is intended for the United States commercial market. The Company makes no representation that this Service or the Content is appropriate or available for use in other locations, and access to them from territories where the Content is illegal is prohibited. Those persons and entities that choose to access this Service from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Any access to the Services from a territory or location not contemplated by Neutrl, or where Neutrl’s Services are illegal or prohibited, may not under any circumstance be construed as a Service offering by Neutrl in such territory or location, nor may it imply any liability from Neutrl or its agents to that avail.

Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Neutrl as a result of this Agreement or your use of this Service. Nothing contained in this Agreement is in derogation of Neutrl’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of this Service or information provided to or gathered by Neutrl with respect to such use. A printed version of this Agreement and of any notice given in electronic form shall be Neutrl permissible in judicial or Neutrl administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

If we decide to change any of these terms or conditions, we will post those changes, and the date we made those changes, here, so please check back often. If you have any questions or comments about this Agreement, you may send an E-mail to support@neutrl.com.

Carbon Management Purchases
You acknowledge that any Carbon Offset Contributions include amounts payable to Neutrl including Commissions and any third party payment processing fee(s). We reserve the right to hold Carbon Offset Contributions indefinitely and purchase credits or other carbon reduction technologies at a date later than the date of our collection of such amounts, in order to take advantage of bulk availability of carbon credits or for other reasons. Neutrl is authorized to purchase carbon credits or reduction technologies from any verified provider, in its sole discretion. Shipping and production emission are strictly estimates based on publicly available research and information. Items without available research are calculated based on Neutrl’s best estimate of the item’s materials and weight from available data. All emissions calculations are subject to change.

Accounts
As a condition to using certain features of the Service, you will be required to create an account (an “Account”), which Account will include a username and password. If you create and Account, you agree to provide true, accurate, complete and updated registration information and maintain and promptly update your registration information to keep it true, accurate, complete and updated. If you provide information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, we have the right to suspend or terminate your Account and refuse any and all current or future use of related features of the Service.

You are responsible for maintaining the confidentiality of your Account username and password and for the security of your Account. You are also fully responsible for all activities that occur under your Account. You agree to notify us immediately of any actual or suspected loss, theft or unauthorized use of your Account username or password. We will not be liable for any loss or damage arising from your failure to comply with this Section.

You acknowledge and agree that we may access, preserve and disclose your Account information if required to do so by law or in the good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms; (iii) respond to any claims that any communication or content violates the rights of third parties; (iv) respond to your requests for customer service or (v) protect the rights, property or personal safety of Neutrl, the Service’s users or the public.

If you registered and created an Account on the Service, and you no longer wish to maintain such Account, you may contact us at the following email address to request termination and deletion of your Account: support@neutrl.com.

By creating an Account, installing the ecommerce app, and/or utilizing the services, you hereby indicate that you have read and agree to these Terms of Service and the Privacy Policy [insert link here].

Termination
Neutrl reserves the right, in its sole discretion, to terminate your access to all or part of this Service, without notice, for any reason, including conduct that Neutrl, in its sole discretion, believes is a violation or breach of these Terms of Use, is in violation of any applicable law or is harmful to the interests of another user, customer, recipient, subscriber, a third-party Provider, vendor, Sponsor, Licensor, content or service provider, or Neutrl.

You agree that any and all claims, disputes, controversies, actions or proceedings relating to, or arising out of, the creation, production, manufacture, distribution, promotion, marketing, advertising (including oral and written statements), use of, exploitation, or sale of any and all products and services of Neutrl and its Affiliates, through all merchandising channels, including, but not limited to, the internet, this Service, telephone, catalog, radio, television, mobile device and participating retail stores or the Content (collectively referred to as “Claims”), shall be governed by the internal substantive laws of the State of Delaware without regard to its conflict of laws principals and that any and all Claims shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) or by a state small claims court of competent jurisdiction over the Claim and the parties. Any Claim you may have must be commenced within one (1) year after such Claim arises.

You agree that: (i) the arbitration shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA; (ii) the arbitration shall be conducted on submission, telephonically or at a location determined by the AAA pursuant to the Rules and Procedures of the AAA; (iii) the arbitrator shall have the authority to award actual direct damages only with no authority to issue any fines and penalties nor award punitive damages or equitable relief; (iv) EXCEPT AS SET FORTH BELOW IN SUBPART (vi), THERE SHALL BE NO RIGHT TO LITIGATE YOUR CLAIM IN COURT AND NO RIGHT TO A JURY TRIAL, (v) your claim shall be arbitrated on an individual basis, and you shall not have the right to participate in a representative capacity, or as a member of any class of claimants pertaining to any claim subject to arbitration, and the arbitrator shall have no authority to consolidate or join the claims of other persons or parties who may be similarly situated and may only resolve claims, and render awards between you and the Company and its Affiliates alone; and (vi) you may elect to bring your claim in a state small claims court of competent jurisdiction over the claim and the parties. With the exception of subpart (v) above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures of the AAA, then same shall be stricken and the balance of this arbitration provision shall remain in effect and construed accordingly. For more information on the AAA and its Rules and Procedures, you may visit the AAA website at www.adr.org.


‍“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with such a party (i.e. having greater than 50% ownership or the right to direct the management of the entity).

‍‍‍“Carbon Offset Contributions” means, with respect to the Carbon Offset Services, the amounts calculated by the Neutrl Platform and presented to a Merchant’s users as the amount that a user would need to pay to offset the carbon footprint of the user’s purchases, either partially or fully, through the purchase carbon removal technologies, and which includes Commissions. The Carbon Offset Contribution generally adds 1-2% to the total purchase price, but this may vary.

‍“Carbon Offset Services” means the Service of providing the ability for a Merchant’s Users to make Carbon Offset Contributions in connection with purchases on the Merchant Website.

‍“Commissions” means the fees payable by Merchant and all other similarly situated merchants to Neutrl for the provision of Carbon Offset Contributions;

‍‍“Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or able to be registered, and includes the right to apply for the registration of such rights, anywhere in the world;

‍“Merchants” means those entities and associations who have executed Neutrl Platform Service Agreements (or documents of similar content) and receive the individual and/or collective benefits therefrom. 

‍‍“Merchant Website(s)” means the website(s), mobile applications and other digital properties owned and/or operated by Merchant that incorporate or feature the Neutrl Widget as may be determined by the mutual assent of the parties;  

‍‍‍“Neutrl Platform” means the technology platform owned, controlled and/or operated by Neutrl, made available to Merchant as a hosted service, and used to provide Services under the Agreement and generally to Merchants, which incorporates, without limitation, the Neutrl Widget, the Licensed Software, the Neutrl websites, the web portal through which Merchant may access its Neutrl account, and all software, scripts, data, files, methods, APIs or functionality therein and thereto enabling the provision of such Services;

‍“Privacy Policy” means Neutrl’s privacy policy, available at 

‍‍"Neutrl Widget" means the technology that Neutrl provides Merchants the ability to interact with Users, and transfers data from the Merchant Website to the Neutrl Platform and vice versa, including software, scripts, algorithms, tags, web beacons, webhooks APIs and other similar technologies, as updated by Neutrl from time to time; 

‍‍“User” means a customer of or a visitor to a Merchant Website or Neutrl’s Website.

Contact Us
If you have any questions about these Terms, please contact us as support@neutrl.com.

Neutrl. All rights reserved.

Merchant Terms of Use

 NEUTRL PLATFORM TERMS
The following Neutrl Platform Terms (“Terms”, and collectively with the Neutrl Platform Services Agreement entered into by Merchant and CO2 Neutral, Inc. d/b/a Neutrl (“Neutrl”), as each may be amended or supplemented from time to time hereafter, the “Agreement”) govern the implementation and use of the products, services, and technology made available by Neutrl to the Merchant identified in the Neutrl Platform Services Agreement. The Agreement comprises the entire agreement between Neutrl and Merchant, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The Agreement prevails over any of Merchant’s general terms and conditions (if any) regardless of whether or when Merchant has submitted Merchant’s request for proposal, order, or any other such terms. Provision of services to Merchant do not constitute acceptance of any of Merchant’s terms and conditions and does not serve to modify or amend the Agreement.

1. SCOPE OF SERVICES.
1.1 Relationship of the Parties. 
The Merchant appoints Neutrl as an independent contractor during the Effective Term to provide the Services in accordance with the Agreement. Neutrl may assign any of its rights and delegate any of its duties under the Agreement to one or more of its subsidiaries. 

1.2 Additional Services. Merchant may elect to include additional Services by email or other written confirmation agreed by Merchant and Neutrl from time to time. 

1.3 Reports. The Parties will provide each other with accurate operational reports as reasonably requested from time to time, if applicable. 

1.4 Support. Neutrl will provide reasonable ongoing assistance to Merchant regarding technical, administrative and service-oriented issues specifically relating to Merchant’s use of the Neutrl Platform.

2. NEUTRL PLATFORM USE AND ACCESS.
2.1 Use of the Neutrl Platform.
During the Effective Term, and subject to the terms and conditions of the Agreement, Merchant may access and use the Neutrl Platform for the purpose of receiving and implementing Services or utilizing certain features and functionality designed to enhance Merchant Websites.

2.2 Neutrl Platform Revisions. Neutrl may revise the features and functionality of the Neutrl Platform at any time, provided no such revision results in a material degradation of the Neutrl Platform made available to Merchant at the time.

2.3 Access Restriction and Denial. Notwithstanding anything to the contrary in the Agreement, Neutrl reserves the right to limit or deny access to any proposed or current Client (i) who is or represents a competitor to Neutrl or (ii) whom Neutrl deems would be potentially materially risky or harmful to Neutrl’s business, customers or prospects in any way if such proposed or current Client were granted or allowed to continue access to the Neutrl Platform.

3. FEES AND EXPENSES. 
3.1 Commissions and other Fees.
Merchant shall: (a) pay Neutrl Commissions and such other Neutrl Service Fees as may be set forth in any Services Schedule adopted by the parties at or after the execution of the Agreement. Neutrl will not be required to refund Neutrl Service Fees under any circumstances, other than any mutually agreed rebate set forth in a Service Schedule. Merchant agrees to pay all reasonable costs of collection (including legal and professional fees) in the event Merchant fails to pay any agreed amounts within the applicable agreed-upon time. 

3.2 Certain Increases. In the event of any change in applicable law or the issuance of any directive from a governmental or regulatory entity that may cause Neutrl an increase in the cost of providing one or more elements of the Services, Neutrl reserves the right to allocate developmental costs associated with implementing the change or order across all affected customers and/or modify its rates for access to and use of the Neutrl Platform retroactive to the effective date of such change, order or other directive. Additionally, Neutrl reserves the right to increase or modify any Neutrl Service Fees not more than once each calendar year. Neutrl will use commercially reasonable efforts to deliver to Merchant thirty (30) days’ advance notice of such increase in costs described above, as well as other reasonable information relating to any applicable change, order or other directive necessitating such increase(s). In the event of a material increase in such costs, Merchant may terminate the Agreement upon thirty (30) days’ written notice to Neutrl. Merchant must exercise its right to terminate the Agreement in accordance with this Clause 3.2 within thirty (30) days after Merchant’s receipt of notice from Neutrl of such material increase in costs.

3.3 Service Costs. If applicable, Neutrl shall select any necessary external service providers in its sole discretion. Any out-of-pocket costs and/or expenses (e.g. SMS fees) incurred by Neutrl in connection with delivery of the Services selected by and used by Merchant shall be charged to and reimbursable by Merchant monthly. 

3.4 Invoicing: With respect to all Services, Neutrl shall generate an invoice within ten (10) days following the end of the month in which Merchant’s use of the relevant activity occurred, unless otherwise agreed in a Services Schedule or similar ordering document. Where any payment owing to Neutrl by the Merchant is overdue, Neutrl may suspend the Services. Without limiting Neutrl’s rights or remedies, Neutrl reserves the right to charge interest on any overdue payments at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

3.5 Terms of Payment: With respect to Carbon Offset Services, Merchant will pay any net amounts due to Neutrl as shown on any invoice within ten (10) days of invoice. Such amounts shall include all Carbon Offset Contributions, including associated Commissions. With respect to other Services, Merchant shall pay any net amounts for Neutrl Service Fees due to Neutrl with respect to such Services as shown on any invoice within ten (10) days of receipt of such invoice.

3.6 Disputes.  Where there is a bona fide dispute between the Parties as to any amounts payable by one Party to the other, such disputed amounts may be withheld so long as each Party is working reasonably to resolve such dispute. Any undisputed amounts must be paid without delay as per the agreed payment terms.

3.7 Taxes. Where specific taxes are due and payable in respect of Neutrl Service Fees, Merchant shall be responsible for such taxes.  Neutrl may make tax withholdings from amounts owed to Merchant to the extent required by law.

3.8 Other Costs. Unless otherwise provided in the Agreement, each party shall retain its own revenues and bear its own costs and expenses in connection with its activities performed under the Agreement. 

4. LICENSED SOFTWARE.
4.1 License grant.
Neutrl hereby grants Merchant a nonexclusive license to reproduce and use the Licensed Software, as necessary for Merchant’s internal business purposes and solely as a component of the Neutrl Platform, provided Merchant complies with the restrictions set forth below in Clause 4.2. Such internal business purposes do not include use by any parent, subsidiary, or affiliate of Merchant, or any other third party, and Merchant shall not permit any such use.

4.2 Restrictions on software rights. Copies of the Licensed Software created or transferred pursuant to the Agreement are licensed, not sold, and Merchant receives no title to or ownership of any copy or of the Licensed Software itself. Furthermore, Merchant receives no rights to the Licensed Software other than those specifically granted in Clause 4.1 above. Without limiting the generality of the foregoing, Merchant shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Licensed Software; or (b) use the Licensed Software in any way forbidden by Clause 6.7 below.

4.3 Integration of the Neutrl Software.  Promptly after Merchant’s acceptance of the Agreement, Neutrl will provide Merchant with access to the Licensed Software and related documentation. Merchant shall host and manage the Licensed Software as required by any hosting and management, operating system, hardware configuration or other technical requirements communicated to Merchant by Neutrl from time to time (the “Hosting and Management Requirements”). Neutrl shall have no responsibility or liability for any failure of the Neutrl Platform resulting from Merchant’s failure to comply with the requirements of the Hosting and Management Requirements.

5. TERM AND TERMINATION.
5.1 Term:
The Agreement will commence on the date the final party executes it, and will remain in effect for the initial term of three years from the Actual Launch Date (“Initial Term”).  After the Initial Term, the Agreement shall auto-renew for successive three-year periods (each a “Renewal Term”) unless written notice of an intent to opt out of such renewal is provided by either party at least thirty (30) days before such renewal date.  The Initial Term and any and all Renewal Terms shall collectively be referred to herein as the “Effective Term”.

5.2 Termination.
a)
Either Party may terminate the Agreement with immediate effect by giving written notice to the other Party in the event that:
      i. the other Party materially breaches the provisions of the Agreement; provided that if such breach is capable of remedy, no such termination shall be effective unless and until the breaching party fails to remedy the breach within thirty (30) days after receiving notice from the non-breaching Party demanding it to do so; or
       ii. the other party suffers an Insolvency Event. 
b) Further, Neutrl may terminate the Agreement by notice to the Merchant in the event at least 90 days have elapsed since the Expected Launch Date, and the Actual Launch Date has not yet occurred.

5.3 Effect of Termination.  Any termination pursuant to Clause 5.2 will be without any liability or obligation of the terminating party, other than with respect to any breach of the Agreement prior to termination.  Termination does not affect any accrued rights of either party. The provisions of Clauses 7 through 13 of the Agreement will survive the expiration or termination of the Agreement for any reason. 

6. REPRESENTATIONS AND WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS.
6.1 Merchant warranties.
Merchant represents and warrants to Neutrl as at the date of the Agreement that:
   a) Merchant is duly organized, validly existing and in good standing, and has the authority to carry on its business as conducted;
   b) the execution, delivery and performance of the Agreement have been duly authorized by Merchant and the Agreement constitutes a valid and binding agreement of Merchant; and
   c) any necessary software, systems or equipment utilized in connection with the Merchant Content Areas are owned, validly licensed or otherwise legally controlled by the Merchant.

6.2 Neutrl warranties. Neutrl represents and warrants to Merchant as at the date of the Agreement that:
   a) Neutrl is duly organized, validly existing, in good standing, and has the authority to carry on its business as conducted; and 
   b) the execution, delivery and performance of the Agreement have been duly authorized by Neutrl and the Agreement constitutes a valid and binding agreement of Neutrl; 

6.3 Merchant Service. Merchant is the owner and operator of the Merchant Service and related Merchant Website(s), and Merchant retains responsibility for the continuing performance, accuracy, reliability and availability, design, layout, hosting, and maintenance of the Merchant Service and Merchant Websites.  From time to time, Merchant may choose to redesign or modify the organization, structure, specifications, arrangement, format, ‘look and feel’, navigation, functionality, guidelines, and/or other elements of the Merchant Websites.  Merchant is solely responsible for managing customer order placement, fulfillment/delivery, billing, customer service, and payment of all taxes required to be paid to any taxing authorities in connection with the Merchant Service and sale of its products and services. 

6.4 No interference. Merchant will not intentionally do anything that would interfere, impede, or alter the ability of Neutrl to provide Services or otherwise conduct business with third parties.  Unless expressly authorized in writing by Neutrl, Merchant may not enter into any type of arrangement with a third party where that third party receives payments made to Merchant under the Agreement or other financial benefit in relation to the Services.

6.5 Neutrl Platform. Merchant acknowledges that Neutrl is the owner and operator of the Neutrl Platform, and Neutrl retains responsibility for the design, layout, hosting, and maintenance of the Neutrl Platform. From time to time, Neutrl may choose to redesign or modify the organization, structure, specifications, arrangement, format, ‘look and feel’, navigation, functionality, guidelines, and/or other elements of the Neutrl Platform, and its related websites at any time, and may suspend or stop a Service altogether. In the event any Service is suspended or cancelled, Neutrl will refund to Merchant any prepaid Neutrl Service Fees not yet earned applicable to such Service.

6.6 Data and Functionality Integration.  For certain components of the Neutrl Platform to be operable and successfully facilitate certain Services, such as for Calendaring Services to be used to allow Users to add the details of their Calendar Events to their mobile calendar; (i) Merchant must include the transmission of all demographic fields Neutrl requires to supply the relevant service; and (ii) any relevant functionality may need to be integrated on the relevant Merchant Content Areas, on order confirmation pages, or in all order confirmation or other emails sent by Merchant to current and potential Users. Any such requirements will be specified in the Hosting and Management Requirements. 

6.7 Other Merchant Covenants: 
   a) Merchant will comply, and cause its employees, agents and subcontractors to comply, in all material respects, with all laws, rules and regulations applicable to Merchant’s performance of its obligations under the Agreement;
   b) Merchant will not use the Services or any User information generated thereby to: 
     i. send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise, or to send any defamatory, libelous, threatening, racist, obscene, or otherwise offensive messages or messages that violate a User’s right to privacy or a right of publicity; or
     ii. violate any laws or regulations specific to the markets in which it operates, including those related to spamming, junk mail or other related laws or regulations prohibiting or discouraging unsolicited mail or misuse of personal information.
   c) Merchant will not provide any material to Neutrl which infringes the intellectual property rights of, or violates any agreement with, any third party.
   d) Merchant and its Clients shall comply with the Acceptable Use Policy (“AUP”), as provided herein. Merchant shall not: (i) use the Neutrl Platform for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Neutrl Platform, except Merchant’s Clients as specifically authorized by the Agreement; (ii) provide Neutrl Platform passwords or other log-in information to any third party, except Merchant’s Clients as specifically authorized by the Agreement; (iii) share non-public Neutrl Platform features or content with any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Neutrl Platform’s source code, (v) access or use the Neutrl Platform in a way intended to avoid incurring fees or exceeding usage limits or quotas, (vi) resell or sublicense any element of the Neutrl Platform or the Documentation or (vii) access the Neutrl Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Neutrl Platform, or to copy any ideas, features, functions or graphics of the Neutrl Platform. If it suspects any breach of the requirements of this Clause 6.7, including without limitation by Users, Neutrl may suspend Merchant’s access to the Neutrl Platform without advance notice, in addition to such other remedies as Neutrl may have. Neither the Agreement nor the AUP requires that Neutrl take any action against Merchant or any User or other third party for violating the AUP, this Clause 6.7, or the Agreement, but Neutrl is free to take any such action it sees fit.
   e) Merchant shall take reasonable steps to prevent unauthorized access to the Neutrl Platform, including without limitation by protecting its passwords and other log-in information. Merchant shall notify Neutrl immediately of any known or suspected unauthorized use of the Neutrl Platform or breach of its security and shall use best efforts to prevent, mitigate and/or remedy any such breach and its effects.
   f) Merchant will ensure that, in Merchant implementations where the end user consumer will not be presented with the ability to opt-in or opt-out with respect to Neutrl's use of their personal information (as described in the Neutrl’s Terms of Use) for marketing purposes, for whatever reason, You will amend your privacy policy and legal terms and conditions to specifically and clearly disclose that the customer and/or end user's personal information will be shared with Neutrl for such purposes.

6.8 Other Neutrl Covenants: 
  a) Neutrl will comply, and cause its employees, agents and subcontractors to comply, in all material respects, with all laws applicable to Neutrl’s performance of its obligations under the Agreement.
   b) Neutrl will provide Merchant with the Licensed Software code and any variations to the code that may be released from time to time.
   c) Neutrl will provide the Services with due care and skill and in accordance with high professional standards.
   d) Neutrl will not use the Services or any User information generated thereby to: 
     i) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise, or to send any defamatory, libelous, threatening, racist or obscene messages or messages that violate a User’s right to privacy or a right of publicity; or 
     ii) violate any laws or regulations specific to the markets in which it operates, including those related to spamming, junk mail or other related laws or regulations prohibiting or discouraging unsolicited mail.

6.9 Disclaimers.  None of Neutrl, Merchant or their respective Affiliates makes any representations or warranties, express or implied, except for the express representations and warranties in this Clause 6. Neutrl and Merchant expressly disclaim (to the fullest extent permitted by law) any and all other representations and warranties, express or implied, regarding the Neutrl Platform or Merchant Service, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or implied warranties arising from course of dealing or course of performance.

7. INTELLECTUAL PROPERTY AND LICENSES.
7.1 Ownership by Merchant.
Neutrl acknowledges and agrees that as between Merchant on the one hand, and Neutrl and its Affiliates on the other, Merchant owns all right, title and interest in the Merchant Service, Merchant Websites and the Merchant’s Brand Features.  

7.2 Ownership by Neutrl. Merchant acknowledges and agrees that as between Merchant on the one hand, and Neutrl and its Affiliates on the other, Neutrl and its Affiliates own all right, title and interest in the Neutrl Platform, the Services and Neutrl’s Brand Features. The Merchant agrees that all intellectual property rights and interests in innovations relating to Neutrl Platform and the Services (or suggested improvements) shall be assigned to Neutrl and be Neutrl’s sole property, and Merchant agrees to execute any instruments of assignment reasonably requested by Neutrl to effectuate the same. 

7.3 No acquisition of IP rights. Other than as expressly set out in the Agreement, neither Party has or will acquire any right, title or interest in any intellectual property rights owned or licensed by the other Party.

7.4 Limited license to Merchant. Neutrl grants the Merchant a royalty free, non-exclusive, worldwide, non-sublicensable license to use the Neutrl Brand Features as necessary to enable the Merchant to use and enjoy the benefit of the Services. Except for the foregoing license and as set forth in Clause 4 (Licensed Software) above, Merchant has no other rights in the Neutrl Platform or Brand Features and may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Neutrl Platform in any manner.  Upon the expiration or termination of the Agreement, Merchant will cease use of the Neutrl Brand Features and interfacing with the Neutrl Platform and will promptly return all related documentation to Neutrl or destroy all copies thereof in its possession or control. 

7.5 Limited license to Neutrl. Merchant grants to Neutrl a non-exclusive, royalty-free, worldwide, limited license to use the Merchant Brand Features for display as part of the Services, on Neutrl websites and any other marketing or promotional material prepared by Neutrl or its Affiliates and to advertise the availability of the Services and its integration into the Merchant Service.  Upon the expiration or termination of the Agreement, Neutrl will cease using the Merchant Brand Features.

8. PRIVACY. 
8.1 Privacy.
Neutrl will ensure that any collection, processing, use, disclosure and transfer of Personal Information by Neutrl or any of Neutrl's third party suppliers, in connection with the performance of Neutrl's obligations under the Agreement, complies with all applicable laws, rules and regulations in the primary country of the Merchant. 

8.2 Neutrl Privacy Policy. Neutrl shall, where it deems appropriate or required by applicable law, post links in a clear and conspicuous manner to the Neutrl Privacy Policy and any applicable Neutrl Terms on the Neutrl Widget where a User is first provided an opportunity to interact with the Neutrl Widget. 

8.3 Merchant Privacy Policy. At all times while using the Services, Merchant agrees Merchant Websites will display a clearly labelled and easily accessible privacy policy.  Merchant privacy policy should comply with applicable laws, and shall provide end-users with clear and comprehensive information about information stored on, accessed on, or collected from end users’ devices in connection with the Services including cookies, device-specific information, location information and other information.

8.4 Party to Party Disclosure. Where Merchant discloses Merchant Data to Neutrl, or where Neutrl discloses Neutrl Data to Merchant, the disclosing Party warrants that it is authorized to disclose that information in accordance with the disclosing Party’s own privacy policy and applicable privacy laws.  The receiving Party will (i) treat the disclosing Party’s data as Confidential Information (ii) will only use the disclosing Party’s data for the purposes of the Agreement and for no other purpose, (iii) treat the information in accordance with its strict information security practices and its own Privacy Policy. 

8.5 Merchant Data. Merchant owns and, unless otherwise specified in the Agreement, will retain all ownership relating to Merchant Data. Merchant agrees to disclose Merchant Data to Neutrl as required for Neutrl to perform the Services. Neutrl may use, and Merchant hereby grants Neutrl a perpetual, non-exclusive, worldwide, royalty-free license to use Merchant’s intellectual property rights relating to, Merchant Data for the purposes of fulfilling its obligations to the Merchant under the Agreement and making offers and promotions to Users. Neutrl acknowledges that all Merchant Data is Confidential Information of Merchant. 

8.6 Neutrl Data. Neutrl owns and, unless otherwise specified in the Agreement, will retain all ownership of any intellectual property rights relating to Neutrl Data, including with respect to Derived Data. Merchant acknowledges that all Neutrl Data is Confidential Information of Neutrl.  Merchant may use Neutrl Data that is disclosed or transferred to Merchant for the purpose of fulfilling its obligations under the Agreement and to enrich or enhance its Merchant Data, but in no event shall Neutrl Data become Merchant Data.

8.7 European Privacy Law. The parties acknowledge and agree that if: (i) the Merchant is established in the European Union, (ii) any data processed in the provision of the Services contains any personal data of individuals in the European Union, or (iii) if European Privacy Law otherwise applies to such personal data, ("European Personal Data") then the Data Processing Agreement found at https://Neutrl.com/data-processing-agreement/ (the “DPA”) will govern the relationship formed hereby with respect to the parties’ processing of personal data, and to the extent of any inconsistency between the DPA and the Agreement, the DPA will prevail.  For the avoidance of doubt, to the extent that Merchant does not carry out any processing activity in the European Union with respect to the Agreement, then the DPA shall not apply.

9. CONFIDENTIALITY.
9.1 Definition.
  For the purposes of the Agreement, “Confidential Information” means the Agreement, the Merchant Data and the Neutrl Data, the Neutrl Platform, the Merchant Service, all information about the disclosing party’s business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as “confidential” or “proprietary” at the time of disclosure.

9.2 Confidentiality. Each Party will keep the Agreement and the Confidential Information of the other party confidential and use it only for the purposes stated in the Agreement, subject to the remaining provisions of this Clause 9 (Confidentiality).

9.3 Exclusions.  Confidential Information will not include information that (i) is in or enters the public domain without breach of the Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving party rightfully knew prior to receiving such information from the disclosing party or (iv) the receiving party develops independently of any information originating from the disclosing party.

9.4 Restrictions and Disclosure. Each Party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in the Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.  Notwithstanding the foregoing, each Party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, (ii) on a ‘need-to-know’ basis under an obligation of confidentiality to its subcontractors, legal counsel, accountants, banks and other financing sources and their advisors, or (iii) to its affiliates for the purposes of performing its obligations under the Agreement; provided, that such Party will be responsible hereunder for the further acts and omissions of any such person to whom it has made any disclosure with respect to such Confidential Information under (ii) or (iii) above as if they were the acts or omissions of the Party itself. 

9.5 Injunctive Relief. Each Party acknowledges that any material violation by a Party of the rights and obligations provided in this Clause 11 may result in immediate and irreparable injury to the other party, and hereby agrees that the other party may be entitled to seek immediate temporary, preliminary, and permanent injunctive relief against any continued violations upon adequate proof, as required by applicable law, and that any otherwise applicable requirement of bonding or other security in connection therewith shall be waived and not apply.

10. INDEMNITIES.
10.1 Indemnity by Neutrl:
   
a) Subject to Clauses 10.1(b) through 10.1(e) below, Neutrl indemnifies, defends and holds harmless each of Merchant, its Affiliates and their respective directors, officers, employees, agents and contractors both jointly and severally from and against any loss, expense, including reasonable attorney fees and expenses, damages, or liability reasonably incurred or suffered by Merchant, its directors, servants and agents arising from any claim, demand, action, suit or proceedings brought by a third party in relation to a Promoter’s promotional campaigns, or the Neutrl Platform’s infringement a copyright, patent, or mis-appropriates the proprietary trade secret of a third party.
   b) Neutrl agrees that it may not, without Merchant’s prior written consent, enter into any settlement or compromise of any claim that results in any admission of liability or wrongdoing on the part of Merchant. 
   c) The obligations under Clause 10.1(a) are subject to Merchant giving Neutrl prompt written notice of any such claim and giving Neutrl sole control of the defense of such claim.
   d) If a claim of infringement occurs that is subject to this Clause 10.1, or if Neutrl determines that such a claim is likely to occur, Neutrl may, at its option, procure for Merchant the right to continue to use the Neutrl Platform, replace or modify the Neutrl Platform to make it non-infringing, or terminate the Agreement. 
   e) Neutrl will have no liability for any claim based on (i) any use of the Neutrl Platform or the Services other than as permitted by the Agreement; or (ii) the combination of any Neutrl Platform with any product, technology, data or materials, if the Neutrl Platform, alone, would not have resulted in such infringement.

10.2 Indemnity by Merchant:
   
a) Subject to Clause 10.2(b) and Clause 10.2(c), Merchant indemnifies, defends and holds harmless each of Neutrl, its Affiliates and their respective directors, officers, employees, agents and contractors both jointly and severally from and against any loss, expense, including reasonable attorney fees and expenses, damages, or liability reasonably incurred or suffered by Neutrl, its directors, servants and agents arising from any claim, demand, action, suit or proceedings brought by a third party in relation to any Merchant-supplied content, data, Campaigns, product or service with which the Neutrl Platform integrates, or receives or transmits data from or to, infringes a copyright, patent, or mis-appropriates the proprietary trade secret of any third party.
   b) Merchant agrees that it may not, without Neutrl’s prior written consent, enter into any settlement or compromise of any claim that results in any admission of liability or wrongdoing on the part of Neutrl.
   c) The obligations under Clause 10.2(a) are subject to Neutrl giving Merchant prompt written notice of any such claim and giving Merchant sole control of the defense of such claim.

11. LIMITATION OF LIABILITY.
11.1 Limitation of liability. 
Subject to Clause 11.2, to the fullest extent permitted by law, each Party's liability to the other for all loss or damage suffered or incurred by the other Party in connection with the Agreement (including all loss arising from any breach of the Agreement, tort including negligence or any breach of statute) is limited so that neither party will under any circumstances be liable to the other Party for any indirect or consequential loss, or any loss or corruption of data or loss of profit or revenue.  Any liability arising under the Agreement is limited to the amount of the Neutrl Service Fees paid during the preceding twelve (12) months prior to the accrual of the claim. The parties agree that the foregoing represents a fair allocation of risk hereunder.

11.2 Applicability of limitations of liability. The limitations and exclusions of liability in this Clause 11 will not apply to any liability arising under an indemnity, any loss or damage arising from any breach of confidentiality, breach of privacy, infringement of Intellectual Property Rights, any personal injury or death arising from negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited at law.

12. DEFINITIONS.In the Agreement, the following words and phrases have the following meaning, unless expressly agreed otherwise:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with such a party (i.e. having greater than 50% ownership or the right to direct the management of the entity).
“API” means application programming interface.
“AUP” means Neutrl’s acceptable use policy set out in Clause 6.7(d).
“Brand Features” means all trademarks, service marks, logos, other relevant intellectual property and other distinctive brand features of Neutrl and its Affiliates, or Merchant and its Affiliates, respectively.
“Carbon Offset Contributions” means, with respect to the Carbon Offset Services, the amounts calculated by the Neutrl Platform and presented to Merchant’s users as the amount that a user would need to pay to offset the carbon footprint of the user’s purchases, either partially or fully, through the purchase carbon removal technologies, and which includes Commissions. The Carbon Offset Contribution generally adds 1-2% to the total purchase price, but this may vary.
“Carbon Offset Services” means the Service of providing the ability for Merchant’s Users to make Carbon Offset Contributions in connection with purchases on the Merchant Website, which may be delivered via the product “Shopify Platform App for Neutrl Carbon Offset at Checkout” or otherwise.
“Commissions” means the fees payable by Merchant and all other similarly situated merchants to Neutrl for the provision of Carbon Offset Contributions, which is currently 15% of such amounts;
“Derived Data” means all datasets, analyses, and data that is captured or derived from interactions of Users with or from the operation of the Neutrl Platform (including the Neutrl Widget), which may be used by Neutrl for the purposes of Creative Rotation, improving the user experience or performance of the Neutrl Widget and Neutrl Platform, to enhance the platform for the benefit of all users of the platform and to conclude offers and promotions set out in the Promotional Content, or otherwise;
"European Privacy Law" means (i) prior to 25 May 2018, the EU Data Protection Directive (Directive 95/46/EC); and (ii) on and after 25 May 2018, the EU General Data Protection Regulation (Regulation 2016/679);
"European Union" means the member states of the European Union from time to time as established under the Treaty on the Functioning of the European Union and such other states as are members of the European Economic Area from time to time and are required to apply European Privacy Law;
“Insolvency Event” means where either entity enters into bankruptcy, liquidation, administration, receivership, a composition or arrangement with its creditors, has a receiver or manager appointed over all or any part of its assets or becomes or is deemed to become insolvent;
Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or able to be registered, and includes the right to apply for the registration of such rights, anywhere in the world;
Licensed Software” means such elements of the Neutrl Platform, if any, as Merchant is to run on its computers as may be provided from time to time by Neutrl, including but not limited to that related to the Neutrl Widget.
Link” means a hypertext text and/or graphic link from one Internet page or site to another Internet page or site.
“Network Members” means those entities and associations who have executed Neutrl Platform Service Agreements (or documents of similar content) and receive the individual and/or collective benefits therefrom. For the avoidance of doubt, Merchant is a Network Member. 
“Merchant Data”
means any data regarding Users and User transactions held by Merchant (or its Clients) prior to the effectiveness of the Agreement or acquired by Merchant during the Effective Term, other than any such data passed to Merchant by Neutrl;
“Merchant Service” means the services provided by the Merchant via its Merchant Website, and all software, scripts, data, files, methods, or functionality used to provide the Merchant Service.
“Merchant Website(s)” means the website(s), mobile applications and other digital properties owned and/or operated by Merchant that incorporate or feature the Neutrl Widget as may be determined by the mutual assent of the parties;  
“Personal Information” means information about an individual whose identity is apparent from the information, regardless of whether such information is provided by the Merchant or a third party, or generated by Neutrl and shall include "personal data" within the meaning of European Privacy Law;
“Neutrl Data” means any data regarding Users and User transactions held by Neutrl prior to the effectiveness of the Agreement or acquired by Neutrl during the Effective Term, other than any such data passed to Neutrl by Merchant;
“Neutrl Platform” means the technology platform owned, controlled and/or operated by Neutrl, made available to Merchant as a hosted service, and used to provide Services under the Agreement and generally to Network Members, which incorporates, without limitation, the Neutrl Widget, the Licensed Software, the Promoter platform and network, Neutrl’s transaction marketing engine, the Neutrl websites, the web portal through which Merchant may access its Neutrl account, and all software, scripts, data, files, methods, APIs or functionality therein and thereto enabling the provision of such Services;
“Neutrl Privacy Policy” means Neutrl’s privacy policy, available at https://www.neutrl.com/us/privacy-terms/, as modified from time to time by Neutrl in its sole discretion;
“Neutrl Service Fees” means any fees payable by Merchant to Neutrl for the provision and use of Services, including but not limited to Commissions, and any mutually agreed professional services work, set forth in any Service Schedule, statement of work or equivalent ordering document. 
"Neutrl Widget" means the technology that Neutrl provides Network Members to interact with Users, and transfers data from the Merchant Website to the Neutrl Platform and vice versa, including software, scripts, algorithms, tags, web beacons, webhooks APIs and other similar technologies, as updated by Neutrl from time to time; 
Service Schedule” means the list of Services being utilized by Merchant, as may be set forth in Schedule 1 attached to the Agreement or in any side letter, variation letter, or other agreement executed by the parties which references the Agreement, and as may be amended or supplemented from time to time, including via confirmed email; 
“Services” means the specific Neutrl products, solutions and services provided in connection with the Agreement, which may include, without limitation, the Carbon Offset Services or any other products, solutions or services offered by Neutrl via the Neutrl Platform from time to time, and associated support. 
“User” means a customer of or a visitor to a Merchant Website.

13. GENERAL TERMS.
13.1 Notices.
Any notice required or permitted hereunder shall be in writing and shall be given by:
   a) registered or certified mail, return receipt requested, postage prepaid;
   b) courier; 
   c) a confirmed facsimile; or
   d) a confirmed email.

13.2 Governing law and jurisdiction. Subject to Clause 6.7, 6.8, and 8, the Agreement is governed by and construed in accordance with the laws of New York, without having regard to any conflicts of laws provisions, and the Parties to the Agreement submit to the personal jurisdiction of the state and federal courts located in New York.  

13.3 Severability. If any part, term or provision of the Agreement shall be held illegal, unenforceable, or in conflict with any law, the validity of the remaining portions shall not be affected thereby and each and every term shall be valid and enforceable to the fullest extent and in the broadest application permitted by law.

13.4 Amendments.  The Agreement may be amended only by a written agreement signed by authorized representatives of both parties. For the avoidance of doubt the Merchant may update the list of Excluded Promoters at any time.

13.5 Independent contractors.  The parties are dealing with each other as independent contractors. The Agreement should not be construed as creating or constituting an employee-employer relationship, a joint venture, a franchise, or an agency between Merchant and Neutrl.  

13.6 Binding authority. The Merchant warrants to Neutrl that the person executing the Agreement has authority to execute the Agreement on behalf of the Merchant and bind the Merchant to the terms and conditions of the Agreement.

13.7 Counterparts.  The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  Execution and delivery of the Agreement may be evidenced by facsimile transmission.

13.8 No assignment. Except as expressly provided in the Agreement, no Party shall be entitled to assign, transfer or novate the Agreement or any rights arising under the Agreement, and any such action shall be void ab initio, without the other Party's prior written consent.  

13.9 Third party rights. No person who is not a Party to the Agreement (except any permitted assigns) shall be entitled to enforce the terms of the Agreement.

13.10 Interpretation. In the Agreement and for all purposes:
   e) headings and underlining are for convenience only and do not affect the construction of the Agreement;
   f) a provision of the Agreement will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party’s legal representative prepared the provision;
   g) any reference to a currency or a dollar amount is to United States dollars, and all invoices, bids, reports, fees and other amounts shall be denominated in US Dollars, including any transactions that may originally be denominated in another currency, such transactions being converted by Neutrl using a foreign exchange rate that reasonably approximates Neutrl’s real cost to convert to US Dollars, whether or not such conversion actually happens;
   h) a reference to a statute or regulation includes amendments there to;
   i) a reference to a section, clause, sub-clause or paragraph is a reference to a clause, sub-clause or paragraph of the Agreement;
   j) a reference to a sub-clause or paragraph is a reference to the sub-clause or paragraph in the clause in which the reference is made;
   k) a reference to a person includes a reference to an individual, a Merchantship, a company, a joint venture, government body, government department, and any other legal entity; and 
   l) the words “includes”, “including” and similar expressions are not words of limitation.

Privacy Policy

Privacy Policy The Privacy Policy describes the privacy practices of CO2 Neutral, Inc. d/b/a Neutrl, and its subsidiaries and affiliates (collectively, “Neutrl”, “we”, “us”, and/or “our”) and Neutrl’s website, Neutrl.com (the “Website”).

The policy of Neutrl is to respect the privacy of all website visitors to the extent permitted by law. The purpose of this Privacy Policy is to inform you of: The information, including personal information, we may collect from you when you visit our Website, respond to our emails, place orders via mail or fax or any other method, why we gather information from you, how we collect it, how we use it (including with whom we may share it), how we secure your personal information, and the choices you have regarding our use of, and your access to and correction and deletion of, personal information you have provided. Neutrl respects your control over your information and, upon request, we will confirm whether we hold or are processing information that we have collected from you. You also have the right to amend or update inaccurate or incomplete personal information (including the right to obtain a copy of the corrected information), request deletion of your personal information, or request that we no longer use it. If you would like to update or correct information previously provided to us, please contact us as indicated below in the “How to Contact Us” section. Upon your written request, we will provide you with information about whether we hold any of your personal information and will confirmation that the data has been corrected or deleted. We will respond to your request within the allotted time frame and will notify you if an extension is needed.

This Privacy Policy applies to information we collect on the Website or through the Neutrl application program (the “Software”), including information about you that is provided to us by our business-to-business customers when you use the Software on such customers’ websites. There are four types of information that this site may collect during your visit: network traffic logs, web visit logs, cookies, and information voluntarily provided by you.

INFORMATION WE GATHER
Neutrl gathers information, including personal information, mainly to communicate with you and to process your orders, but also to help improve our products and customer service, and to provide an enhanced and more personalized shopping experience. This processing: is necessary to perform a contract with you or take steps to enter into a contract at your request; is necessary for us to comply with a relevant legal obligation; is in our legitimate interests, subject to your interests and fundamental rights, and notably our legitimate interest in using applicable data to conduct and develop our business activities; or you have consented to the processing.

We may collect information from you when you:
-Visit our Website and use our Service,
-Place an order or receive an order, or
-Engage in other activities, services, products and resources we make accessible to our customers, members or users.

The types of information we collect include:

Network Traffic Logs – In the course of ensuring network security and consistent service for all users, Neutrl employs software programs to do such things as monitor network traffic, identify unauthorized access or access to nonpublic information, detect computer viruses and other software that might damage Neutrl computers or the network, and monitor and tune the performance of the Neutrl network. In the course of such monitoring, these programs may detect such information as E-mail headers, addresses from network packets, and other information. Information from these activities is used only for the purpose of maintaining the security and performance of Neutrl networks and computer systems. Personally identifiable information from these activities is not released to external parties without your consent unless required by law.

Web Visit Logs – Neutrl web sites routinely collect and store information from online visitors to help manage those sites and improve service. This information includes the pages visited on the site, the date and time of the visit, the internet address (URL or IP address) of the referring site, the domain name and IP address from which the access occurred, the version of browser used, the capabilities of the browser, and search terms used on our search engines. This site makes no attempt to identify individual visitors from this information: any personally identifiable information is not released to external parties without your consent unless required by law.

Cookies – Cookies are pieces of information stored by your web browser on behalf of a web site and returned to the web site on request. This site may use cookies for two purposes: to carry data about your current session at the site from one web page to the next, and to identify you to the site between visits. If you prefer not to receive cookies, you may turn them off in your browser, or may set your browser to ask you before accepting a new cookie. Some pages may not function properly if the cookies are turned off. Unless otherwise notified on this site, we will not store data, other than for these two purposes, in cookies. Cookies remain on your computer, and accordingly we neither store cookies on our computers nor forward them to any external parties. Unless otherwise notified on this site, we do not use cookies to track your movement among different web sites and do not exchange cookies with other entities.

Information Voluntarily Provided by You – In the course of using this Website, you may choose to provide us with information to help us serve your needs. For example, you may send us electronic mail (through a mailer or a web form) to request information, you may sign up for a mailing list, or you may send us your address so we may send you an application or other material. Any personally identifiable information you send us will be used only for the purpose indicated. Requests for information will be directed to the appropriate staff to respond to the request, and may be recorded to help us update our site to better respond to similar requests. We will not sell, exchange or otherwise distribute your personally identifiable information without your consent, except to the extent required by law. We do not retain the information longer than necessary for normal operations. Each webpage requesting information discloses the purpose of that information. If you do not wish to have the information used in that manner, you are not required to provide it. Please contact the person listed on the specific page, or listed below, with questions or concerns on the use of personally identifiable information. Neutrl web sites provide links to other World Wide Web sites or resources. We do not control these sites and resources, do not endorse them, and are not responsible for their availability, content, or delivery of services. In particular, external sites are not bound by Neutrl online privacy policy; they may have their own policies or none at all. Often you can tell you are leaving the Neutrl web site by noting the URL of the destination site.

Your Personal Information – To be removed from our electronic mailing list or to inform us of inaccuracies or changes to the personal information we hold on you, please contact us at support@neutrl.com. Neutrl will, in accordance with applicable law, update, grant access to or delete such information. Please note, requests to correct or delete personal information are subject to any applicable legal and ethical reporting or document retention obligations imposed on us.
Neutrl does not process, collect, or store payment information for orders placed through the Website or the Service. All payments are processed through third-party vendors. If you have concerns about your personal and/or payment information and would like to which specific vendors have processed your information, please contact: support@neutrl.com.

How We Use/Share The Information We Collect
Neutrl does not sell customer information to third-parties. Neutrl does not share customer information with any third-parties other than the vendors identified in this Privacy Policy for the purpose of performing the Services and processing and fulfilling customer orders.

We use information we collect to communicate with you, to process your orders, to improve our products and services (such as by responding to your feedback), to deliver newsletters and targeted marketing based on your communication preferences, and to conduct internal research (such as statistics on favorite — i.e., most ordered — products). We may also use your information, as necessary or appropriate in our view, to operate the Service, respond to your inquiries, and process orders.

How to Limit the Use Of or Modify Your Information
We want to communicate with you only to the extent you want to hear from us. Any promotional email we send to you will include an “unsubscribe” link to use or a link to opt-out of receiving further promotional emails from the sender. If you wish to set your preferences concerning promotional communications, including newsletters and targeted marketing, please let us know by contacting us as noted below in the “How to Contact Us” section and identify your preferences regarding promotional communications. Your instructions will be processed as soon as reasonably practicable and in accordance with law.

Legal Disclosure
In certain situations, we may be required to disclose personal data in response to lawful requests from public authorities, including to comply with national security or law enforcement requirements. We reserve the right to disclose information we collect from you, or that you provide to us, as required by law, in response to legal process and law enforcement requests, when we believe, in good faith, that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, respond to a government request, and to protect the rights or property of Neutrl, its users, customers, recipients, and vendors.

Maintenance of Information
We may retain your information in accordance with our data retention policies and for as long as your account is active or as needed to provide you services, comply with our legal obligations, resolve disputes and enforce our agreements, or until you request us to stop using it. We may, however, keep some of your personal information to ensure that we comply with your request not to use your personal information or comply with your right to erasure. For example, we must keep your request to be erased, even if it includes your personal data, until such time as you are no longer our customer. If you have questions about our data retention policies, or would like a copy of such policies, please contact us as noted below.

Portions of the Service (such as our Member registration and Address Book) may require registration and log-in processes in which you will select a user ID and password (collectively, the “Password”). Passwords provided to you by us are the confidential property of Neutrl and may be used by you solely for your individual use of the Service (and otherwise as specified by us). You are responsible for maintaining the confidentiality of any Password and for all activities that occur using your Password, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your Password or accounts.

California Residents
If you live in California and use Neutrl, you have additional rights when it comes to you data. You can ask Neutrl to delete the personal information we have about you. You can ask Neutrl from a list of the categories of personal information we have about you, the categories of sources from which we get personal information, the business purposes for which we collect personal information, and the categories of third parties with whom it is shared. You can ask Neutrl for a copy of the pieces of personal information we have about you. California law gives you the right to opt out of the sale of your personal information. But as previously stated in this Privacy Policy, Neutrl does not and will not sell any of your personal information.

To exercise any of these rights, you can contact us by email at support@neutrl.com.

The personal information we collect falls into the following categories as set out under California law: identifiers, geolocation, internet activity, commercial information. Neutrl does not currently support “Do Not Track” browser settings at this time.

Lastly, California residents also have the right to request this information in an accessible alternative format. If you have a disability and would like to access this privacy policy in an alternative format, please contact us by email or mail as detailed below.

Minors
Neutrl was created for the use of adults (18 and older). If you are a child under 18, please do not attempt to register for Neutrl’s products, or send Neutrl any personal information. Any personal information of someone under 18 that Neutrl collects will be deleted as quickly as possible. If you are a parent or guardian of a child who may have given Neutrl person information, please contact us by email at support@neutrl.com. Neutrl does not knowingly collect, or solicit, personal information from children.

How to contact us
To update your information, inquire as to what information of yours, if any, we are maintaining, request deletion or removal of your information, or for any other privacy related inquiries, please contact us by email at support@neutrl.com.

Changes to this Privacy Policy
Neutrl may change this Privacy Notice from time to time in the future. Any changes will be posted here and reflect the date of such changes on the first page of this Privacy Policy. We advise you to check back frequently to see any updates or changes. By using the Website and the Service, after such changes take effect, you agree to be legally bound and to abide by the revised Privacy Policy and Terms of Use, of which this Policy is a part.