Terms and Conditions: Membership Agreement

These terms and conditions as updated from time to time ("Terms") govern your (the “Member”) use of
and access to any services, features and benefits of PeriCarbon membership (“Membership”), and
related third-party services operated by, under license by, or used by PeriCarbon (collectively, the
“Services”) and the expectations and guidelines of Membership. Membership is conditioned upon the
Member’s acceptance of and compliance with these Terms:
1. Membership Accounts
1.1. Member Information Accurate. The Member represents and warrants, and shall ensure, that
information about the Member provided to PeriCarbon is accurate, complete, and current at all
times. Inaccurate, incomplete, or obsolete information may result in the immediate termination
of Membership.
1.2. Credentials. The Member is responsible for maintaining the confidentiality of the credentials,
including passwords, associated with the Account. The Member agrees to accept responsibility
for any and all activities or actions that occur under the Account. The Member shall notify
PeriCarbon immediately upon becoming aware of any breach of security or unauthorized use of
the Account.
1.3. Usernames. The Member shall not use as a username the name of another person that is not
lawfully available for use, or a name or trademark that is subject to any rights of another person
other than the Member without appropriate authorization. The Member may not use a
username that is, in PeriCarbon’s sole and absolute discretion, a name that is offensive, vulgar
or obscene. The Member shall not use another person’s email address in conjunction with the
Services and Membership and PeriCarbon reserves the right to verify the Member’s identity
through email or otherwise.
1.4. Reservation of Right to Refuse Membership. PeriCarbon reserves the right to refuse
Membership and/or Services, terminate Accounts, remove or edit content, or cancel orders at
PeriCarbon’s sole discretion.
2. Ownership
2.1. Ownership of Services and Intellectual Property. PeriCarbon shall own and retain all right, title,
and interest in and to the Services, and any enhancements of, modifications to, or derivative
works based upon, the Services. Except as provided in these Terms, or otherwise by written
agreement between the Member and PeriCarbon, PeriCarbon does not convey to the Member
any rights or ownership in the Services or any intellectual property of PeriCarbon of whatsoever
nature and form including, without limitation, any copyright, trade-mark, patent, audio clip,
video clip, data compilations, industrial design, sketch, project, style, photo, illustration, icon,
pictogram, graphic element, character, plan, logo, product, any written or electronic program or
any other form, software, website, report, license, process, source code, invention, idea,
concept, method, instruction and other know-how components (“Intellectual Property”). The
Member shall not be permitted to use Intellectual Property without the prior written consent of
PeriCarbon. For the sake of clarity, any rights in the Services and Intellectual Property not
expressly granted to the Member under these Terms are reserved by PeriCarbon.
2.2. No Derivative Works of Intellectual Property or Services. The Member shall not reproduce,
distribute, modify, or create derivative works of any Intellectual Property or Services except as
expressly set forth and granted by these Terms or otherwise agreed to in writing PeriCarbon.
2.3. Attribution. Any permitted use under these Terms by the Member of Intellectual Property and
any content derived therefrom shall give appropriate attribution to PeriCarbon. The Member
shall not remove or alter any copyright, trademark, or other proprietary notices on any
PeriCarbon Intellectual Property.
2.4. Exclusive License to Feedback on Services and Intellectual Property. PeriCarbon welcomes any
suggestions, enhancement requests, recommendations, corrections, or other feedback from the
Member to PeriCarbon Services and Intellectual Property (collectively, “Feedback”). If the
Member provides any Feedback to PeriCarbon, orally or in writing, the Member hereby grants
to PeriCarbon an exclusive (even as to the Member) worldwide, perpetual, irrevocable,
transferable, sub-licensable, royalty-free license to use and incorporate into the Services, or
otherwise utilize as PeriCarbon desires in its sole and absolute discretion, any Feedback.
2.5. Membership Non-Transferable. The Member shall not resell, sub-license, rent, assign, lease,
transfer or otherwise dispose of any rights in the Membership and/or Services (in whole or in
part) without the prior written consent of PeriCarbon.
3. Membership and Payment Terms
3.1. Membership Fees. Membership fees (“Membership Fees”) are set by PeriCarbon and may be
adjusted from time to time. The Membership Fees, benefits, features, options, obligations,
responsibilities, and duration (“Membership Term”) of a Membership depend on the plan
(“Membership Plan”) selected by the Member. PeriCarbon does not guarantee that the
Member’s particular Membership Plan, or any of the benefits, features or options, will be
offered indefinitely.
3.2. Membership Subject to Change. PeriCarbon reserves the right to change the Membership Fees,
benefits, features, options, obligations and responsibilities included in a particular Membership
Plan at any time as PeriCarbon may determine, in its sole and absolute discretion, without
notice, provided that such changes shall not take effect until the Member’s next applicable
Membership Term (“Membership Changes”). By continuing to access or use PeriCarbon’s
Services or any features and benefits of Membership after any revisions become effective, the
Member agrees to be bound by the revised terms, including any material change. For the
avoidance of doubt, the Member’s continued access or use following a Membership Change
shall be considered implied or tacit acceptance of such Membership Change. If Member does
not agree to the new terms, then the Member shall no longer be authorized to use or access
the Services or any features and benefits of Membership, and shall immediately cease using or
accessing the Services or any features and benefits of Membership.
3.3. Member Responsible for Regular Review of Terms. The Member shall be responsible for
regularly reviewing these Terms, and shall review these Terms no less frequent than the
duration of the Membership Term.
3.4. Payment of Membership Fees. Membership Fees shall be paid in advance of the Membership
Term on the basis set forth for such Membership Plan and shall be due on the anniversary date
of each subsequent Membership Term.
3.5. Automatic Renewal of Membership. Each Membership Term will automatically renew for
additional successive periods equal in duration to the initial Membership Term (for example, if
the initial Membership Term is for a 12-month period then the Membership will renew for an
additional 12-month period) unless: (i) otherwise provided in the Membership Plan; (ii)
PeriCarbon updates the terms of the Member’s Membership Plan to provide otherwise; or (iii)
the Member or PeriCarbon cancel the Member’s Membership before the end of the
then-current Membership Term (“Automatic Renewal”). Pricing for any Membership Term
renewal will be based on the Membership Plan’s then-applicable Membership Fee.
3.6. Entitled to Charge Payment Method for Automatic Renewal. AT THE END OF THE
MEMBERSHIP TERM, UNLESS MEMBERSHIP HAS BEEN CANCELLED BY THE MEMBER OR
PERICARBON PRIOR TO THE END OF THE MEMBERSHIP TERM, PERICARBON MAY, AND THE
MEMBER AGREES THAT PERICARBON SHALL BE ENTITLED TO, CHARGE THE MEMBER’S
PAYMENT METHOD AUTOMATICALLY AT THE END OF THE MEMBERSHIP TERM THE
MEMBERSHIP FEE FOR THE AUTOMATIC RENEWAL OF THE MEMBER’S MEMBERSHIP.
3.7. Suspension Upon Automatic Renewal Failure. Should Automatic Renewal fail for any reason,
PeriCarbon may issue an electronic invoice indicating that the Member must proceed manually,
within a certain deadline date, to pay the Membership Fee failing which the Member’s
Membership shall be automatically suspended until such time as the Membership Fee is paid in
full.
3.8. Membership Fees Non-Refundable. Membership Fees (and any other fees associated with the
Services) are non-refundable and non-creditable for any reason, except where required by law.
Membership may be canceled by the Member, and such cancellation shall take effect at the end
of the Member’s then-current Membership Term.
3.9. Product and Service Purchases. If the Member desires to purchase any product or Services
made available by PeriCarbon and/or its third-party partners (“Purchase”), the Member may be
asked to supply certain information relevant to the Member’s Purchase including, without
limitation, credit card number, billing address and shipping information. The Member
represents and warrants that: (i) the Member has the legal right to use any credit card(s) or
other payment method(s) in connection with any Purchase (“Payment Method”); and that (ii)
the information the Member supplies to PeriCarbon is true, correct and complete.
4. Suspension and Termination
4.1. Reservation of Suspension and Termination Rights for Any Reason. PeriCarbon reserves the
right to immediately terminate or suspend the Member’s Membership and/or access to
Services for any reason, including, but not limited to (i) a violation or breach of these Terms
including the failure to pay the Membership Fee; (ii) where PeriCarbon determines, in its sole
and absolute discretion, that termination or suspension is necessary to prevent harm or liability
to other Members or persons; (iii) to preserve the security, stability, availability or integrity of
Services and Membership; (iv) conduct by the Member which contradicts PeriCarbon’s value’s,
mission, policies or guidelines as such may be established and modified by PeriCarbon from
time to time; or (v) conduct by the Member that is harmful to PeriCarbon reputation, the
reputation of any other PeriCarbon member, or the reputation of any third-party service
provider. PeriCarbon may, but is not obligated to, notify the Member of the reason for
termination or suspension of the Member’s Membership. PeriCarbon shall have no liability for
taking action as permitted under this Section 4.1. For the avoidance of doubt, the Member shall
remain responsible for payment of any Membership Fees during any suspension period under
this Section 4.1. However, unless the Member’s Membership has been terminated, PeriCarbon
will cooperate with the Member to promptly restore access to the Member’s Membership once
PeriCarbon verifies that the Member has resolved the condition requiring suspension.
4.2. Suspension for Maintenance or Upgrades. PeriCarbon reserves the right to temporarily
suspend Membership (whether in whole or in part) for the purposes of maintenance or
upgrades, but PeriCarbon will use reasonable endeavours to carry out such maintenance or
upgrades during periods of low demand for access to Services and Membership and to minimize
the period of such maintenance or upgrades.
4.3. Termination Procedure. If the Member desires to terminate Membership, then the Member
shall be required to complete the termination process as set forth on the PeriCarbon website
through the Account, such termination process shall be subject to change by PeriCarbon from
time to time without notice to the Member.
4.4. Effect of Termination. Upon any expiration or termination of Membership the Member’s rights
to access and use the Services and all other rights and benefits associated with Membership,
including, without limitation, any participation rights in the sustainable community fund, shall
immediately terminate and the Member shall promptly: (a) cease using and accessing
Membership and Services; (b) delete/destroy (or, at PeriCarbon’s request, return) any and all
copies of any PeriCarbon documentation, passwords or access codes, and any other PeriCarbon
Confidential Information or other proprietary information in the Member’s possession, custody,
or control.
4.5. Survival of Certain Terms on Termination. All provisions of the Terms which by their nature
should survive termination shall survive termination, including, without limitation, ownership
provisions, confidentiality provisions, warranty disclaimers, indemnity and limitations of liability.
5. Membership Benefits and Features
5.1. Membership Benefits and Features. The Member, provided the Member’s Membership is in
good standing, shall have such rights, benefits, features, options, obligations, responsibilities,
and duration as are set forth under the Membership Plan selected by the Member, which are
subject to change from time to time at the sole discretion of PeriCarbon.
5.2. Sustainable Community Fund Involvement. If the Member is eligible to be involved in the
sustainable community fund, the Member shall abide by, and the Member’s involvement shall
be governed by, the sustainable community fund guidelines and code of conduct established by
PeriCarbon. These guidelines and code of conduct may be subject to change at any time at the
sole discretion of PeriCarbon.
6. Confidentiality
6.1. Definition of Confidential Information. “Confidential Information” means information disclosed
to the Member whether in written, oral, electronic, website-based or other form, and
regardless of whether specifically identified as “confidential”, including, but not limited to, trade
secrets, software, strategies, techniques, drawings, specifications, technical or know-how data,
research and development, ideas, inventions, patent disclosures, product roadmap and testing
information (including, but not limited to, any beta testing products on any products and/or
services), marketing information, financial information, pricing information, customer/vendor
related data, business relationships, member data, security policies and procedures, services
and support information and other business information including, but not limited to, all such
information that has been made available to PeriCarbon by third-parties and furnished to the
Member, and all information that may come into the possession of the Member by which the
Member knows or ought to know is considered by PeriCarbon to be confidential information.
6.2. Treatment of Confidential Information. The Member shall use the same degree of care, but no
less than a reasonable degree of care, as PeriCarbon uses with respect to its own similar
information to protect the Confidential Information and to prevent (i) any use of Confidential
Information not authorized in these Terms; (ii) dissemination of Confidential Information to any
of the Member’s directors, officers, employees, contractors, lenders, and/or agents
(“Representatives”) without a need to know and who are not subject to legally binding
obligations of confidentiality with respect to the Confidential Information that are no less
restrictive than those imposed by these Terms; (iii) communication of Confidential Information
to any third-party; or (iv) publication or release by any means of Confidential Information. The
Member shall maintain Confidential Information in a secure location(s) with access restricted to
those of the Member’s Representatives with a need to know.
6.3. Exceptions to Confidential Information. These Terms impose no obligation upon the Member
with respect to Confidential Information that the Member can establish: (i) was already known
to the Member prior to the time of disclosure by PeriCarbon, as evidenced by the Member’s
written records, and without any obligation to keep it confidential; (ii) the Member can
demonstrate by written record was already in the Member’s possession before receipt from
PeriCarbon; (ii) at the time of disclosure to the Member, is publicly available; (iii) after
disclosure to the Member, is publicly available other than through a breach of these Terms by
the Member; (iv) is acquired or received rightfully by the Member from a third-party who was
not, or is not, under any obligation of confidence, non-disclosure, or non-use to the other party
at the time said third party discloses to the Member; (v) is independently developed by or on
behalf of the Member without using Confidential Information; or (vi) is disclosed by the
Member with PeriCarbon’s prior written approval. The phrase “publicly available” means
information that is generally known or readily accessible, as a body or in the precise
configuration and assembly of its components, to persons that normally deal with the kind of
information in question, and shall not include information which is only available by substantial
searching of the published literature and information, the substance of which must be pieced
together from a number of different publications and sources. Confidential Information shall
not be deemed to be known publicly merely because any part of such information includes
individual features, components or combinations that are now or become known to the public.
6.4. Disclosure Pursuant to Legal Requirement. The Member shall not be liable for disclosure of
Confidential Information pursuant to a court order or applicable government regulations or
under any law, provided that the Member promptly notifies PeriCarbon, and allows PeriCarbon
to take measures on its own or in cooperation with the Member to contest, limit the extent of,
and protect the confidentiality of such disclosure. The Member shall give PeriCarbon prompt
written notice sufficient to allow PeriCarbon to seek a protective order or equivalent remedy.
The Member will only disclose such information as is legally required and will use the Member’s
reasonable best efforts to obtain confidential treatment of any Confidential Information.
6.5. Return and Destruction of Confidential Information. Confidential Information shall remain the
property of PeriCarbon, and, upon request by PeriCarbon, the Member shall promptly, subject
to the exceptions set out below, (i) return all Confidential Information received in tangible form
to PeriCarbon, or (ii) at PeriCarbon’s option, promptly destroy all such Confidential Information,
and certify such destruction to PeriCarbon at its request. Nothing in this Section 6.5 shall
require the Member to (i) return or destroy Confidential Information to the extent that it is
required to be retained by any applicable law; (ii) return or destroy any Confidential Information
which is required to be retained in accordance with its bona fide document retention policies;
(iii) deliver or destroy computer back-ups made in the ordinary course of business pursuant to
automatic processes; or (iv) destroy or return, or procure the destruction or return of, any
Confidential Information that the Party or its Representatives are required to retain to comply
with any legal, professional, regulatory or compliance duty; provided that all copies, back-ups,
or other records whatsoever of Confidential Information retained shall contain the same
proprietary notices which may appear on the original and the Member and its Representatives
shall treat such Confidential Information in accordance with these Terms and shall not access
such Confidential Information for any other purpose other than evidentiary purposes.
6.6. No Further Rights Acquired. The Member acknowledges that all right, title or interest in the
Confidential Information is owned by PeriCarbon or its licensors and nothing contained in these
Terms shall be construed as granting or conferring any rights or interests by licence or otherwise
to the Member in any Confidential information disclosed. Any intellectual property rights
belonging to PeriCarbon prior to the date of these terms remain vested with PeriCarbon.
6.7. Survival of Confidentiality Obligations. The restrictions pertaining to the Member in these
Terms regarding the use, disclosure, protection and destruction or return of Confidential
Information shall survive for so long as such information is Confidential Information. The
obligation not to disclose Confidential Information hereunder shall not be affected by
bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by
or against the Member, nor by the rejection of any agreement between the Member and
PeriCarbon, by a trustee of the Member in bankruptcy, or by the Member as a
debtor-in-possession or the equivalent of any of the foregoing under local law.
6.8. Injuctive Relief. The Member acknowledges and agrees that the unauthorized disclosure of
Confidential Information or other violation, or threatened violation of the confidentiality
obligations in these Terms by the Member may cause irreparable damage to PeriCarbon and
that no remedy at law for damages would be adequate to compensate for a breach of the
provisions set forth in these Terms. The Member agrees that PeriCarbon will be entitled to seek
temporary or permanent injunctive relief against any such breach, once PeriCarbon becomes
aware of the existence of any such breach, without the necessity of proving actual damages or
providing any security or bond. The award of permanent or temporary injunctive relief will in no
way limit any other remedies to which PeriCarbon may be entitled as a result of any such
breach.
6.9. No Warranty for Confidential Information. Confidential Information is otherwise provided "as
is", without any warranty whatsoever, expressly or by implication, including warranties as to the
quality, accuracy or non-infringement of any proprietary information.
7. Indemnification
7.1. Indemnity. The Member agrees to defend, indemnify and hold harmless PeriCarbon, its
third-party partners, its licensees and licensors, and the directors, officers, employees,
contractors, partners, agents, suppliers, or affiliates of all such parties, from and against any and
all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not
limited to attorney’s fees), indirect, incidental, special, consequential or punitive damages,
including without limitation, loss of profits, data, use, goodwill, or other intangible losses,
resulting from (i) the Member’s access to, use of or inability to access or use the Services or any
features and benefits of Membership, whether by the Member or any person using the
Member’s Account and password; (ii) any conduct or content of any third-party in connection
with the Services or the Member’s Membership; (iii) any content obtained from the Services or
in connection with the Member’s Membership; (iv) a breach of these Terms; (v) any content and
information posted on any PeriCarbon platform; or (vi) unauthorized access, use or alteration of
the Member’s transmissions or content.
8. Disclaimers and Limitations on Liability
8.1. UNDER NO CIRCUMSTANCES SHALL PERICARBON BE LIABLE TO THE MEMBER OR ANY
THIRD-PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, SERVICES, PRODUCTS,
COMMODITIES, ENVIRONMENTAL ATTRIBUTES INCLUDING WITHOUT LIMITATION CARBON
CREDITS, EMISSION OFFSETS AND OTHER SIMILAR ENVIRONMENTAL CREDITS, MEMBERSHIP,
INVOLVEMENT IN THE SUSTAINABLE COMMUNITY FUND OR OTHERWISE IN CONNECTION WITH
THE MEMBER’S MEMBERSHIP. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE EXCEPTING GROSS
NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF PERICARBON HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN THE EVENT THIS LIMITATION OF LIABILITY
CLAUSE IN NOT PERMITTED UNDER ANY THEORY OF LAW OR EQUITY THEN PERICARBON’S
LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
8.2. No Warranty for Membership or Services. Membership and Services are provided on an “as is”
and “as available” basis without any warranty of any kind, either express or implied. PeriCarbon
does not guarantee the accuracy, reliability, or completeness of any content or materials
generated or provided by PeriCarbon. Members use of Membership and Services is at their own
risk.
9. Miscellaneous
9.1. Entire Agreement. These Terms constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and
understandings, written or oral, among the parties.
9.2. Membership not Assignable. Neither these Terms nor any rights or obligations under these
Terms shall be assignable by the Member, without the prior written consent of PeriCarbon.
Subject to the foregoing, these Terms shall enure to the benefit of and be binding upon the
parties and their respective successors (including any successor by reason of amalgamation or
merger of any party, if applicable) and permitted assigns hereunder.
9.3. Governing Law and Choice of Jurisdiction. THESE TERMS SHALL BE GOVERNED BY AND
CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS APPLICABLE IN THE PROVINCE
OF ALBERTA, CANADA, WITHOUT REGARD TO CONFLICT-OF-LAW PRINCIPLES THAT WOULD
REQUIRE THE APPLICATION OF ANY OTHER LAW. IN THE EVENT OF ANY DISPUTE ARISING OUT
OF THIS AGREEMENT, THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF ALBERTA AND VENUE IN CALGARY, ALBERTA, FOR THE PURPOSE OF ANY LEGAL
PROCEEDING RELATING TO OR ARISING UNDER THIS AGREEMENT, provided that PeriCarbon
may seek an interim order for specific performance, emergency, injunctive or other equitable
relief from any court of competent jurisdiction in relation to the breach of the confidentiality
obligations set forth in these Terms in the jurisdiction where the activity giving rise to such relief
occurs.
9.4. Waiver. Any failure by PeriCarbon to enforce any provision of these Terms shall not constitute a
waiver thereof or of any other provision hereof. A waiver given by PeriCarbon on any one
occasion will not be construed as a waiver of any right on any other occasion, nor a continuing
waiver in respect of future occasions.
9.5. Severability. In the event that any provision or part of a provision of these Terms is, or is held to
be, illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a
court of competent jurisdiction such provision will be severed here from and the remainder of
these Terms will be deemed in full force and effect.
9.6. Parties are Independent. Nothing in these Terms creates or will be deemed to have created a
partnership or a joint venture or an agency agreement between the parties. Neither party will
do anything to bind the other to any contract or to pledge the credit of the other party or to
bind it to any obligation, commitment or liability, nor will represent itself as able to do so.
9.7. Collection of Personal Information and Data. THE MEMBER ACKNOWLEDGES AND AGREES
THAT PERICARBON MAY COLLECT, USE, PROCESS, AND DISCLOSE PERSONAL INFORMATION AND
DATA PROVIDED BY THE MEMBER, IN ACCORDANCE WITH PERICARBON'S PRIVACY POLICY AND
APPLICABLE LAWS AND REGULATIONS.
9.8. Headings and Divisions into Articles and Sections. The division of these Terms into articles and
sections and the insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of these Terms.
9.9. References to Person. References to person in these Terms shall include any individual, body
corporate, partnership (limited or general), trust, trustee, executor or similar official,
governmental authority or other entity.
BY COMPLETING THE MEMBERSHIP APPLICATION AND PAYING THE MEMBERSHIP FEE, THE MEMBER
ACKNOWLEDGES THAT THE MEMBER HAS READ AND UNDERSTANDS THESE TERMS, AND AGREES
TO BE BOUND AND ABIDE BY THESE TERMS