WEBSITE TERMS OF USE

These Website Terms of Use (these “Terms of Use”) constitute a legally binding agreement between Carbon2O2, Inc., a Florida corporation (“Carbon2O2,” the “Company,” “we,” “our,” or “us”), and each individual or entity that accesses, browses, or otherwise uses the Company’s website, software, applications, educational materials, digital content, or other publicly accessible online services (collectively, the “Website”).

These Terms of Use govern access to and use of the Website and all text, graphics, images, software, source code, audio, video, educational materials, documentation, reports, articles, blogs, white papers, demonstrations, presentations, downloadable materials, trademarks, service marks, logos, and other content made available through the Website (collectively, the “Content”).

The Website is intended to provide information concerning Carbon2O2, its business, its technology, its environmental marketplace, and related products and services. Certain portions of the Website may also permit eligible users to apply for Marketplace participation, communicate with the Company, access account information, or utilize other services made available by Carbon2O2. Access to such services may be subject to additional agreements, including the Marketplace Participation Agreement, Privacy Policy, Marketplace Rules, or other agreements adopted by the Company.

These Terms of Use govern only the use of the Website. Participation in the Carbon2O2 Marketplace, the purchase, sale, custody, transfer, or retirement of Environmental Assets, or the use of Marketplace services shall be governed by the Marketplace Participation Agreement and such additional agreements as Carbon2O2 may require.

By accessing or using the Website, the user acknowledges that the user has read, understands, and agrees to be bound by these Terms of Use. If the user does not agree to these Terms of Use, the user must immediately discontinue use of the Website.

The Website is intended for use by persons and entities possessing the legal capacity to enter into binding contracts under applicable law. By accessing or using the Website, each user represents and warrants that the user possesses such legal capacity and is authorized to enter into these Terms of Use.

If the Website is accessed on behalf of a corporation, limited liability company, partnership, governmental entity, nonprofit organization, or other legal entity, the individual accessing the Website represents and warrants that he or she possesses the authority to bind such entity to these Terms of Use with respect to that entity’s use of the Website.

Carbon2O2 reserves the right, at any time and in its sole discretion, to refuse access to the Website, suspend or terminate access to the Website, restrict access to particular portions of the Website, or impose conditions upon continued access where the Company reasonably determines that such action is necessary to protect the security, integrity, operation, or lawful use of the Website or to comply with applicable law.

Access to the Website does not create any right to participate in the Carbon2O2 Marketplace, establish a Marketplace Account, purchase Environmental Assets, list Environmental Assets, or otherwise utilize Marketplace services. Eligibility for such activities shall be determined exclusively in accordance with the Marketplace Participation Agreement, the Marketplace Rules, applicable onboarding procedures, and the Company’s compliance requirements.

Unless otherwise expressly indicated, the Website and all Content are owned by Carbon2O2 or are used by the Company under license or other lawful authorization and are protected by applicable copyright, trademark, trade secret, patent, and other intellectual property laws of the United States and other jurisdictions.

Without limiting the foregoing, all software, source code, object code, algorithms, workflows, designs, graphics, user interfaces, page layouts, databases, compilations, text, photographs, audio recordings, video recordings, illustrations, logos, trademarks, service marks, trade dress, business methods, documentation, reports, educational materials, white papers, demonstrations, presentations, and other Content available through the Website constitute valuable intellectual property of Carbon2O2 or its licensors.

Subject to these Terms of Use, Carbon2O2 grants each user a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Website solely for the user’s own lawful internal informational or business purposes. No ownership interest in the Website or any Content is transferred by virtue of such limited license.

Except as expressly permitted by applicable law or by the Company’s prior written consent, no user may reproduce, distribute, publish, display, modify, create derivative works from, publicly perform, transmit, sell, license, reverse engineer, decompile, disassemble, scrape, harvest, extract, index, or otherwise exploit any portion of the Website or the Content for any commercial purpose or in any manner inconsistent with these Terms of Use.

Nothing contained in the Website or these Terms of Use shall be construed as granting any license or other right to use any trademark, service mark, trade name, logo, or other proprietary designation of Carbon2O2 except with the Company’s prior written consent.

The Website may be used solely for lawful purposes consistent with these Terms of Use and all applicable laws, regulations, and governmental requirements. Users agree to access and use the Website in a manner that does not interfere with the operation, security, integrity, or availability of the Website or the rights of other users.

Without limiting the foregoing, users shall not use the Website to engage in any unlawful, fraudulent, deceptive, defamatory, abusive, or infringing activity, attempt to gain unauthorized access to the Website or any related systems or networks, interfere with or disrupt the operation of the Website, introduce malware, viruses, ransomware, or other malicious code, circumvent or attempt to circumvent security measures or authentication procedures, reverse engineer or attempt to derive the source code of any software used in connection with the Website, employ automated means, including bots, crawlers, spiders, scrapers, or similar technologies, to access or collect information from the Website except as expressly authorized by Carbon2O2, or otherwise use the Website in any manner that could reasonably be expected to impair its operation, compromise its security, infringe the rights of Carbon2O2 or any third party, or violate applicable law.

Carbon2O2 reserves the right to investigate any suspected violation of these Terms of Use and to suspend or terminate access to the Website or pursue any remedies available at law or in equity where the Company reasonably determines that a violation has occurred.

The Website and the Content are provided solely for general informational, educational, and business purposes. Although Carbon2O2 endeavors to present information that it believes to be accurate and current as of the date of publication, the Company does not represent or warrant that any Content is complete, accurate, reliable, current, or suitable for any particular purpose. The Content is subject to change without notice, and Carbon2O2 assumes no obligation to update, revise, or supplement any information appearing on the Website.

The Website may contain descriptions of the Company’s technology, marketplace architecture, business model, environmental initiatives, products, services, strategic objectives, anticipated developments, or future functionality. Such descriptions are intended solely to provide general information concerning the Company’s business and shall not constitute a contractual commitment, product specification, warranty, guarantee, offer, or representation that any particular product, feature, service, functionality, or technology will be developed, implemented, commercialized, or made available.

The Website may also contain educational materials concerning environmental markets, carbon credits, blockchain technology, digital certificates, sustainability initiatives, voluntary carbon markets, or related legal, commercial, or technological topics. Such materials are provided solely for general educational purposes and should not be construed as legal, accounting, tax, investment, financial, engineering, environmental, scientific, regulatory, or other professional advice. Users are solely responsible for obtaining independent professional advice appropriate to their particular circumstances before acting upon any information obtained through the Website.

Nothing contained on the Website shall constitute an offer to sell or a solicitation of an offer to purchase any security, commodity, financial instrument, environmental asset, or other product where such offer or solicitation would be unlawful or require registration under applicable law. Any securities issued by Carbon2O2, if offered at all, shall be offered only pursuant to definitive offering documents and in compliance with applicable federal and state securities laws.

References to third-party registries, project developers, strategic partners, service providers, governmental agencies, or industry organizations are provided solely for informational purposes. Unless expressly stated otherwise in a written agreement executed by Carbon2O2, no such reference shall be construed as an endorsement, sponsorship, recommendation, or representation concerning any third party or its products or services.

The Website may contain links to websites, applications, platforms, registries, service providers, social media platforms, or other resources operated by third parties. Such links are provided solely as a convenience to users and do not constitute an endorsement, recommendation, approval, or sponsorship of the applicable third party or any information, products, or services made available through such resources.

Carbon2O2 does not own, operate, or control third-party websites or services and assumes no responsibility for their availability, content, security, privacy practices, accuracy, legality, or operation. Users who choose to access any third-party website or service do so entirely at their own risk and remain subject to the terms, conditions, privacy policies, and other agreements governing such third-party resources.

Without limiting the foregoing, Carbon2O2 makes no representation concerning the continued availability, reliability, functionality, or regulatory status of any Approved Registry, blockchain protocol, technology provider, payment processor, cloud service provider, or other third-party service utilized in connection with the Website or the Marketplace. Interruptions, modifications, suspensions, or termination of services provided by third parties may affect the operation of the Website or the Marketplace, and Carbon2O2 shall not be responsible for any resulting interruption, delay, or loss except to the extent required by applicable law.

From time to time, users may voluntarily submit inquiries, comments, suggestions, proposals, technical feedback, feature requests, business plans, project information, environmental data, or other communications to Carbon2O2 through the Website (collectively, “Submissions”).

Unless Carbon2O2 has entered into a separate written confidentiality agreement expressly governing a particular Submission, each user acknowledges that Submissions may be reviewed by the Company without any obligation of confidentiality, compensation, attribution, or restriction upon the Company’s use thereof. Nothing contained in these Terms of Use shall obligate Carbon2O2 to review, respond to, implement, commercialize, or otherwise utilize any Submission received through the Website.

By submitting any Submission through the Website, the submitting party represents and warrants that it possesses all rights necessary to provide such Submission to Carbon2O2 and that the Submission does not infringe the intellectual property rights, contractual rights, privacy rights, or other legal rights of any third party. The submitting party further grants Carbon2O2 a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, adapt, publish, translate, distribute, display, and otherwise utilize such Submission for any lawful business purpose, except to the extent otherwise governed by a separate written agreement between the parties.

Carbon2O2 reserves the right, but undertakes no obligation, to review, remove, refuse, edit, or restrict any Submission that the Company reasonably determines to be unlawful, defamatory, fraudulent, infringing, misleading, abusive, offensive, technically harmful, or otherwise inconsistent with these Terms of Use or applicable law.

The Website may provide users with the opportunity to apply for participation in the Carbon2O2 Marketplace, establish user accounts, request information concerning Marketplace services, or otherwise access functionality relating to the procurement, custody, transfer, inventory management, or retirement of Environmental Assets.

Access to such Marketplace functionality is subject to eligibility requirements, onboarding procedures, identity verification, compliance reviews, and the execution of such additional agreements as Carbon2O2 may require, including the Marketplace Participation Agreement and Marketplace Rules. Nothing contained in these Terms of Use shall obligate Carbon2O2 to approve any application for Marketplace participation or to permit any person or entity to access Marketplace services.

To the extent any provision of these Terms of Use conflicts with the Marketplace Participation Agreement or other agreement specifically governing Marketplace activities, the Marketplace Participation Agreement or such other applicable agreement shall control with respect to the applicable Marketplace services.

Each user agrees to defend, indemnify, and hold harmless Carbon2O2, its affiliates, and their respective officers, directors, employees, shareholders, agents, consultants, contractors, licensors, and service providers from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and expenses, arising out of or relating to the user’s violation of these Terms of Use, misuse of the Website, violation of applicable law, infringement of any intellectual property or other rights of any third party, or any Submission or other information provided by the user through the Website.

Carbon2O2 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification under this Article, and the user agrees to cooperate fully in the defense of any such matter.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

Any action or proceeding arising out of or relating to these Terms of Use or the use of the Website shall be brought exclusively in the state or federal courts located in Collier County, Florida, and each user irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based upon improper venue or forum non conveniens.

Nothing contained in these Terms of Use shall limit Carbon2O2’s right to seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction to protect the Company’s intellectual property, confidential information, cybersecurity, or other proprietary rights.

Carbon2O2 reserves the right to modify, suspend, discontinue, or replace the Website or any portion thereof at any time, with or without notice.

Carbon2O2 may amend these Terms of Use from time to time to reflect changes in applicable law, technology, business operations, Marketplace functionality, or other circumstances affecting the Website. Revised Terms of Use shall become effective upon publication on the Website or upon such later effective date as may be specified therein. Continued use of the Website following the effective date of any revision constitutes acceptance of the revised Terms of Use.

These Terms of Use constitute the entire agreement between Carbon2O2 and each user with respect to access to and use of the Website and supersede all prior or contemporaneous understandings relating thereto. Nothing contained in these Terms of Use shall modify or supersede the Marketplace Participation Agreement or any other written agreement governing Marketplace activities or other services provided by Carbon2O2.

If any provision of these Terms of Use is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted by applicable law.

The failure of Carbon2O2 to enforce any provision of these Terms of Use shall not constitute a waiver of that provision or any other provision.

These Terms of Use may not be assigned by a user without the prior written consent of Carbon2O2. Carbon2O2 may assign these Terms of Use in connection with a merger, acquisition, corporate reorganization, sale of assets, or other lawful business transaction.

The section headings contained in these Terms of Use are included solely for convenience and shall not affect the interpretation of any provision.