Terms and Conditions

1. Introduction and Acceptance of Terms

Welcome to ClimeOne. These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and ClimeOne, LLC ("ClimeOne," "we," "us," or "our") governing your access to and use of our website, services, and platform (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. These Terms apply to all users, including visitors, registered members, and subscribers.

Company Information:
ClimeOne, LLC
1000 North West Street Mid-Town Brandy Wine, Suite 1200
Wilmington, DE 19801
Email: [email protected]

Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

2. Description of Services

ClimeOne provides carbon footprint calculation, carbon offset services, climate education, and related environmental services. Our Services include:

• Carbon footprint calculation tools and assessments
• Carbon offset subscription services and one-time offset purchases
• Access to verified carbon offset projects
• Climate education and learning resources
• Portfolio management and impact tracking
• Reporting and analytics features

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We do not guarantee that our Services will be available at all times or free from errors, interruptions, or security issues.

3. User Accounts and Registration

3.1 Account Creation

To access certain features of our Services, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

3.2 Account Eligibility

You must be at least 18 years old to create an account and use our Services. By creating an account, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into this Agreement.

3.3 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to violation of these Terms, fraudulent activity, or non-payment of fees.

4. Payment Terms

4.1 Pricing and Fees

All prices for our Services are displayed in U.S. dollars and are subject to change at any time. We reserve the right to modify our pricing with reasonable notice. Current pricing is available on our website and may vary based on your selected plan, offset amount, or service level.

4.2 Payment Processing

Payments are processed through third-party payment processors (including Stripe). By making a payment, you agree to the terms and conditions of our payment processors. We do not store your complete payment card information on our servers.

4.3 Recurring Payments

For subscription services, you authorize us to charge your payment method on a recurring basis (monthly or annually, as selected) until you cancel your subscription. Recurring charges will occur on the same date each billing cycle, or the closest business day if that date falls on a weekend or holiday.

4.4 Failed Payments

If a payment fails, we may attempt to retry the payment. If payment continues to fail, we reserve the right to suspend or terminate your access to paid Services. You are responsible for maintaining valid payment information and ensuring sufficient funds are available.

4.5 Taxes

You are responsible for any taxes, duties, or fees imposed by your jurisdiction on purchases made through our Services. Prices displayed may not include applicable taxes, which will be calculated and added at checkout where required by law.

5. Refunds and Cancellations

Because ClimeOne's services involve immediate or scheduled allocation of funds toward climate projects and digital services, refund eligibility varies by product type. For complete details, please review our Return & Refund Policy.

5.1 One-Time Offset Purchases

All one-time carbon offset purchases, including "Offset Anything" contributions, one-time travel, household, or activity offsets, and standalone offset transactions, are final and non-refundable once processed. Once a one-time offset is completed, funds are immediately applied or scheduled for allocation to environmental projects. These allocations cannot be reversed, retrieved, or reassigned.

No refunds, credits, or exchanges are issued for one-time offset purchases, except in cases of a verified billing error or where required by law.

5.2 Monthly Subscription Plans

Monthly subscription plans are billed on a recurring monthly basis via Stripe. Monthly plans may be canceled at any time, which prevents future billing. However, the current billing period (current month) remains active through its end, and no refunds are issued for the current or any past monthly billing periods. Cancellation takes effect at the end of the current billing cycle.

Under Stripe's subscription model, charges are collected at the start of each billing period, and services and offsets for that period are considered delivered once the billing period begins. As a result, monthly charges are non-refundable once the billing period has started.

5.3 Annual Subscription Plans

Annual subscription plans are billed upfront via Stripe and may be eligible for partial refunds for unused months. The first month of an annual plan is non-refundable, as offsets and services for the first month are applied or allocated immediately upon enrollment. Refunds may be issued only for unused, full future months, calculated on a pro-rated basis, excluding the current or already-used month.

Refund requests must be submitted before the start of the next unused billing month. Once a new monthly period begins within an annual plan, that month becomes non-refundable.

5.4 Subscription Cancellation

You may cancel your subscription at any time through your account settings or by contacting us at [email protected]. Subscription cancellations will take effect at the end of your current billing period. You will continue to have access to paid Services until the end of the period for which you have already paid.

Important: For monthly subscriptions, cancelling does not entitle you to a refund for the current billing period. For annual subscriptions, cancellation may allow for prorated refunds of unused future months, subject to the terms described in Section 5.3 above.

5.5 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. Subscription pricing, billing frequency, and renewal terms are clearly disclosed at checkout. Customers must affirmatively consent to automatic renewal before purchase, and a confirmation email is sent after enrollment summarizing subscription terms. You are responsible for cancelling your subscription before the renewal date if you do not wish to continue. No cancellation fees are charged.

This policy is intended to comply with applicable U.S. federal consumer protection laws, including Federal Trade Commission (FTC) disclosure requirements, and state automatic renewal and subscription laws, including those of the State of California (California Business & Professions Code §§ 17600–17606 and California Civil Code §§ 17602 and 17604).

5.6 Billing Errors and Exceptional Circumstances

ClimeOne may issue refunds in limited cases involving:

• Duplicate charges caused by a technical error
• Charges processed after a confirmed cancellation
• Incorrect charges due to system malfunction
• As required by applicable state or federal law

All such requests are reviewed individually. Refunds are not guaranteed and are issued only when a verified billing error has occurred or where required by law.

5.7 Service Interruptions

In the event of service interruptions, technical issues, or other problems that prevent you from accessing paid Services, we will work to resolve the issue promptly. However, service interruptions do not entitle you to refunds or credits, except as required by applicable law.

5.8 Requesting Refunds

To request a refund or report a billing issue, please contact us at [email protected]. Please include your account email address, subscription type (monthly or annual), date of purchase or charge, and reason for the request. Refunds, if approved, are processed back to the original payment method via Stripe.

For complete details on our refund policy, including specific eligibility requirements and examples, please review our Return & Refund Policy.

6. User Conduct and Prohibited Activities

You agree not to:

• Use our Services for any illegal purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to our systems, accounts, or data
• Interfere with or disrupt the operation of our Services
• Transmit viruses, malware, or other harmful code
• Impersonate any person or entity or misrepresent your affiliation
• Harass, abuse, or harm other users
• Collect or harvest information about other users without their consent
• Use automated systems (bots, scrapers) to access our Services without permission
• Reverse engineer, decompile, or disassemble any part of our Services
• Resell, redistribute, or sublicense access to our Services

Violation of these terms may result in immediate termination of your account and access to our Services, and may subject you to legal action.

7. Intellectual Property Rights

7.1 Our Intellectual Property

All content, features, functionality, trademarks, logos, and other intellectual property on our Services are owned by ClimeOne or our licensors and are protected by United States and international copyright, trademark, and other intellectual property laws. You may not use, reproduce, distribute, or create derivative works from our intellectual property without our express written permission.

7.2 Your Content

You retain ownership of any content you submit, post, or upload to our Services. By submitting content, you grant us a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, and distribute your content for the purpose of providing and improving our Services.

8. Disclaimers

8.1 Service Availability

Our Services are provided "as is" and "as available" without warranties of any kind, either express or implied. We do not guarantee that our Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

8.2 Carbon Offset Disclaimers

Carbon offsetting is a complex field with inherent uncertainties. We make reasonable efforts to verify the projects we support, but we cannot guarantee:

• The exact amount of carbon dioxide equivalent (CO₂e) that will be offset
• The permanence of carbon sequestration or reduction
• The long-term viability or success of offset projects
• Compliance with all future regulatory requirements

Carbon offsets are not a substitute for reducing your own emissions. We encourage users to reduce their carbon footprint in addition to offsetting.

8.3 Third-Party Content

Our Services may contain links to third-party websites, services, or content. We are not responsible for the accuracy, completeness, or availability of third-party content. Your interactions with third parties are solely between you and the third party.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIMEONE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, or business opportunities
• Damages resulting from use or inability to use our Services
• Damages resulting from unauthorized access to or alteration of your data
• Damages resulting from third-party conduct or content

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless ClimeOne, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of our Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your content or submissions

11. Dispute Resolution

11.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact us at [email protected] to attempt to resolve any dispute informally. We will make good faith efforts to resolve disputes within sixty (60) days.

11.2 Binding Arbitration

ARBITRATION AGREEMENT: Except as otherwise specified, any dispute, controversy, or claim arising out of or relating to these Terms or our Services shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in Wilmington, Delaware, and shall be governed by Delaware law.

CLASS ACTION WAIVER: You agree that disputes will be resolved on an individual basis and waive any right to participate in class actions, consolidated proceedings, or representative proceedings. You may only bring claims in your individual capacity and not as a plaintiff or class member in any class or representative proceeding.

11.3 Exceptions to Arbitration

The following disputes are not subject to arbitration:

• Claims for injunctive or equitable relief
• Small claims court actions (claims under $10,000)
• Intellectual property disputes

11.4 Jurisdiction and Venue

For disputes not subject to arbitration, or if arbitration is found to be unenforceable, you agree to submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware. You waive any objection to venue in these courts.

12. State-Specific Provisions

12.1 California Residents

If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

12.2 Delaware Residents

As a Delaware-incorporated company, these Terms are governed by Delaware law. Delaware residents have the right to contact the Delaware Department of Justice, Consumer Protection Unit, at (302) 577-8600 or visit https://news.delaware.gov for consumer protection information.

12.3 New York Residents

New York residents may contact the New York State Attorney General's Office, Consumer Frauds Bureau, at (800) 771-7755 or visit https://ag.ny.gov for consumer protection information.

12.4 Florida Residents

Florida residents may contact the Florida Department of Agriculture and Consumer Services, Division of Consumer Services, at (800) 435-7352 or visit https://www.fdacs.gov for consumer protection information.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Sending you an email notification (for material changes)
• Displaying a prominent notice on our website

Your continued use of our Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using our Services and may cancel your account.

14. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms.

15. Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and ClimeOne regarding your use of our Services and supersede all prior agreements, understandings, or communications, whether written or oral.

16. Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of ClimeOne.

17. Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or sale of assets.

18. Force Majeure

We shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet failures, or other force majeure events.

19. Contact Information

If you have questions about these Terms, please contact us:

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Effective Date: January 5, 2025
Last Updated: January 5, 2025