Terms of Service

Introduction

Welcome to Carbon Equity. We provide a platform at https://www.carbonequity.com where sophisticated investors can join a private markets community with access to top tier alternative investment funds focused on climate-technology and innovation at lower entry tickets and lower fees than previously possible (the “Site”). Significant regulatory considerations apply to the capital raising process, and this Agreement sets forth terms on which investors interact with our platform and services.

The only people who are authorized to create investor accounts on the Site are sophisticated investors with personal or professional experience assessing the long term financial prospects of alternative investment funds. Investors must understand the risk of investing in such funds, including the high likelihood of loss and typically long period of illiquidity. In addition, as an investor you must be sophisticated enough to protect your own interests. In the course of participating in investment opportunities through the Site, you may receive confidential information.

By using the Site, including by simply viewing information on it, you are agreeing that you, and each person you allow to access the Site through your account, will abide by the terms of these Terms of Service (the “Agreement”), which is set forth in its entirety below. This Agreement is between Carbon Equity B.V. (“we,” “Carbon Equity” or the “Company”) and you, and it governs your access to and use of the services, websites, and applications offered by Carbon Equity (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.

General Securities Laws Principles

The laws applicable to alternative investments are complicated and occasionally ambiguous. In general, they are designed to protect unsophisticated people from making poor investment decisions. You qualify to invest with Carbon Equity if you meet certain criteria including a minimum net worth and sufficient prior investment experience. Due to the nature of the feeder funds we offer, Carbon Equity investments are available exclusively for investors that qualify based on applicable national securities laws and regulations governing these types of securities transactions that must be observed. Each investor is required to represent that they comply with the applicable laws and regulations upon platform signup. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.

User Obligations

A. To Act Responsibly.

You are promising to act responsibly – which means:

1. You are making the following Promises:

a. Requirements to Use the Services.

That you have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf of any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your use of Carbon Equity Services violates provisions of the law to which you are subject, you will cease using the Services and close your account;

That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;

That you shall be solely responsible for maintaining the confidentiality of your password;

That you will update your registration information with the Company as needed so that it remains true, correct and complete;

That you will conduct yourself in a professional manner in all your interactions with Carbon Equity and with any other Carbon Equity community member;

and that you agree to be bound by the terms of the Non-disclosure agreement

b. Requirements related to Investments.

That you will only invest in a feeder fund or other product offered through the Site after carefully reviewing and assessing the terms of the investment, including the related information memorandum, subscription agreement and organizational documents as well as all other related information provided through the Site;

That you will use your own judgment before making any decision to invest;

That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation any representation that you are an investor qualified to invest via the Site and whether any investment complies with the terms of local law (whether the law of the country you reside in or of any foreign government with jurisdiction over you);

That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice (i.e., consult with an attorney); and

That you have reviewed and understand the discussion of risks made available with the investment documentation on the Site, and that you are otherwise aware of the risks of making alternative investments.

2. You are promising not to:

Expect Carbon Equity to provide investment advice or recommend any investment;

Treat any Content, email or other information you receive as a result of your access to the Services as a recommendation or representation of any kind by Carbon Equity, an affiliate of Carbon Equity or any employee, officer, director, representative or other agent of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person;

Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through the Site, other than content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on the Site;

Copy or distribute content except as specifically allowed in this Agreement;

Use any displayed content, or other information acquired from Company Persons, investors, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company;

Claim any right to access, view or alter any source code or object code of Carbon Equity;

Use the Site to market services, particularly investment advisory services that might cause Carbon Equity to have to register as an investment adviser with a local regulator; or

Market competing services to people you’ve identified through Carbon Equity.

B. Indemnify Carbon Equity and Related Parties.

You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of the Site and Services.

Indemnity.

You agree to indemnify and hold the Company and any Company Person harmless (including against costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Services, the violation of this Agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the Services by you (including claims related to invasion of privacy or other violation of a person’s rights).

Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person.

You remain solely responsible for all content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services.

You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services.Release.

You hereby release any claims you may have against Carbon Equity and any Company Person that are in any way related to the Services or your use of content, including any representations, recommendations or referrals you may receive as a result of your registration with Carbon Equity.

You are solely responsible for your use of the Services, for any content you provide, and for any consequences thereof, including the use of your content by other users and third party partners.

Carbon Equity Employees and Affiliates.

You understand that Company Persons may participate in the Services as investors, and that Carbon Equity is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

C. Confidentiality.

By registering with Carbon Equity, or otherwise using the Services or viewing content made available through the Site in any way, you may be exposed to information acquired by, through, or in connection with your use of the Services or the Site that was provided by another person and which is identified as “Sensitive” or “Confidential” in any manner reasonably designed to identify the character of such information “Sensitive Information”. It is expected that you will use discretion in handling Sensitive Information. You agree that you will not republish, or cause any third party to republish, any information you acquire through the Services via an Internet website or otherwise, for which one of the principal purposes is to compete with Carbon Equity. You further agree that you will not use Sensitive Information for any reason other than your evaluation of a particular investment opportunity unless approved in advance in writing by Carbon Equity.

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D. Other User Obligations.

You promise to comply with the terms of the license set forth in Company Services and License of this Agreement.

You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively, “Updates”).

The Company, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.

E. APIs available through the Service. We may make available one or more APIs for interacting with the Services. Your use of any Carbon Equity API on the Site is subject to this Agreement and certain Carbon Equity API rules, which will be posted before we make these APIs available (and which will then become part of this Agreement).

Company Services and License

1. License to Use the Service. All rights, title, and interest in and to the Services is and will remain the exclusive property of Carbon Equity and its licensors. The Services are protected by copyright, trademark, and other laws of both the European Union as well as those of other countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the Carbon Equity name or any of the Carbon Equity trademarks, logos, domain names or other distinctive brand features.

2. Execution of the “Validation interview”. In accordance with applicable regulatory requirements, Carbon Equity requires all new investors to undergo a suitability assessment either by way of completing a suitability questionnaire on the Site or participating in an interview with a Carbon Equity employee, as applicable, both of which are designed to separate investors qualified to invest in Carbon Equity funds from those that are not. Carbon Equity in this process relies on representations made by investors or distribution partners, as applicable.

Reservation of the Company’s rights

1. Right to Control content. Any content on the Carbon Equity Site is controlled exclusively by Carbon Equity and may be deleted at any time without notice to you.

2. Right to Discontinue the Services. Carbon Equity reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.

3. Right to Terminate User Access. Carbon Equity reserves the right to terminate your access to the Services without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information or other features that may have value to you that may have been associated with your account.

4. Right to Refuse or Cancel Registration. The Company has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any content on the Services and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of Carbon Equity, its users and the public.

5. User Acknowledgement. Without limiting the generality of the foregoing, you specifically acknowledge that the Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.

Limits on the Company’s Obligations

1. Introductions. We are not obligated to introduce you to anyone connected to Carbon Equity feeder funds or target funds including fund managers, fund analysts, portfolio companies or other investors. 2. No Recommendations. We do not recommend any feeder funds or other investment opportunities for investment, state that any investment opportunities are suitable for investment nor guarantee the accuracy of information provided by target funds or their managers on the Site or otherwise. In particular, we do not act as an investment adviser to any investor(s) and no part of the Site is intended to constitute investment advice. 2. Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s content.

Copyright policy

Carbon Equity respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

Term and termination

Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of this section, you may terminate this Agreement at any time by requesting Carbon Equity to delete your account by contacting info@carbonequity.com. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by the Company or any other user of the Services that you acquired via use of the Services. Your representations in this Agreement and the provisions of the User Obligations and any other provision of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.

Disclaimers, Limitations, Waivers of Liability

1. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED MINIMUM WARRANTY PERIOD). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OF ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
3. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Services, any content or third party applications, software or content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.
4. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon or any content you receive as a result of your relationship with Carbon Equity. Carbon Equity will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any content. You also agree that Carbon Equity has no responsibility or liability for the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Carbon Equity or through the Services, will create any warranty not expressly made herein.
5. To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.

Disputes with others

We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Services. If you have a dispute with other users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.

Arbitration

1. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to “Koningin Wilhelminaplein 1, 1062 HG Amsterdam, North Holland” with a copy over email to info@carbonequity.com. The Company will send its notice to the address you have provided to the Company, or if no such address has been provided, by email to the email address provided by you in connection with your use of the Services.

2. Binding Arbitration at Option of Either Party.  If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. The arbitration shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute with the seat of the arbitration being the Netherlands, the tribunal consisting of one arbitrator and the language of the arbitration being English. The determination of whether a Dispute is subject to arbitration shall be governed by Dutch law and determined by a court of proper jurisdiction rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the Arbitration Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to the others sections in this Agreement, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.

3. Restrictions/No Class Actions.  You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and the Company is to be arbitrated on a class-action or similar basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons.

4. Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

Miscellaneous

Availability of Services.‍

a. ****The Company operates and controls the Services from its offices in the Netherlands. The Company makes no representation that the Services are appropriate or available in other locations. The information provided on or through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable

b. ****Certain information provided by Entrepreneurs or Investors may be subject to European or U.S. export controls. Thus, no such materials may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria or any other country to which the European Union or United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List. By downloading any material available through the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods

2. Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone, so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).

3. Amendments to this Agreement. We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Terms of Service at the domain of www.carbonequity.com where the prior version of this Agreement was posted or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.
4. Venue and Governing Law. This Agreement and all aspects of the Services shall be governed by and construed in accordance with the laws of the Netherlands regardless of your location. For the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the non-exclusive jurisdiction of the competents courts of Amsterdam, the Netherlands, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by the relevant party to the Company in connection with its use of the Services. With respect to any Disputes not subject to informal dispute resolution or arbitration (as set forth above), you agree not to commence or prosecute any action in connection therewith other than in the competent court of Amsterdam, the Netherlands. To the extent non-Dutch laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-Dutch persons, each such required standard shall be applied, but all other provisions under this section shall remain in full force.
5. Section Headings, Verification Documentation, Waiver of Execution Defenses. The section headings used herein are for convenience only and shall not be given any legal import. Upon the Company’s request, you will furnish the Company with any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against the Company by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement

a**.** The failure of the Company to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all of this Agreement as so interpreted.

b. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

6. Prohibition of Assignment. You may not assign this Agreement without the Company’s prior written consent.
7. Entire Agreement. This Agreement contains the entire understanding of you and the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Services by the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
8. Statute of Limitations. You and the Company both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, this Agreement or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
9. No Third Party Beneficiaries. This Agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user.

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