Clever Offsets, Inc. - Terms and Conditions

 

Please read these Terms and Conditions (“Terms”) and our Privacy Policy before using the Clever Offsets, Inc. website, data portal, and related services (collectively, the “Site” or “Service”). By accessing or using the Site, including any free or paid functionality, whether or not you create an account, you agree to be bound by these Terms and the Privacy Policy. If you do not agree, do not use the Site.

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You represent that you are at least 18 years old and capable of entering into legally binding agreements. If you access or use the Site on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.

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1. Company Information
The Site is operated by Clever Offsets, Inc., 82 Nassau St., Suite 61985, New York, NY 10038, United States. Clever Offsets, Inc. is a Delaware corporation with its principal place of business in New York, New York.

 

2. Scope of Service
The Service is a hosted, web-based platform that provides data, analytics, insights, and related functionality concerning carbon markets and environmental assets. The Service may include a free version, which may be accessible without registration, and paid subscription offerings. These Terms apply to all users of the Service worldwide, to the maximum extent permitted by applicable law.

 

3. Acceptance of Terms
Your use of the Site constitutes acceptance of these Terms, regardless of whether you create an account. If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity.

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4. Changes to Terms
Clever Offsets, Inc. may update these Terms from time to time. Material changes will become effective upon posting or upon reasonable notice, as applicable. Your continued use of the Site after the effective date of any changes constitutes acceptance of the updated Terms.

 

5. Legal Restrictions on Use
The Site is not directed to, and may not be used by, any person in any jurisdiction where access to or use of the Site would violate applicable law or require a license, authorization, or approval that has not been obtained. You are responsible for ensuring that your access to and use of the Site complies with all applicable laws, including export control, sanctions, and data protection laws.

 

6. Limited License
Subject to these Terms, Clever Offsets, Inc. grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Site solely:
- For your internal business purposes, if you are a paid or enterprise user; or
- For your personal informational purposes, if you are using any free-tier functionality, and in each case only in accordance with these Terms.
All rights not expressly granted are reserved by Clever Offsets, Inc.

 

7. Restrictions on Use
Except as expressly authorized in writing by Clever Offsets, Inc., you shall not:

7.1 Commercial Exploitation and Competitive Use
- Reproduce, distribute, sell, sublicense, lease, publish, republish, or otherwise commercialize any portion of the Site or any data, content, or outputs obtained from the Site.
- Use the Service or any Service content to develop, train, benchmark, support, or operate any competing product, dataset, index, service, or model.
- Use the Site or its outputs as the basis for any commercial database, directory, index, or derivative offering.

7.2 Data Extraction, Scraping, and Replication
- Access, extract, harvest, scrape, crawl, mirror, download, collect, or otherwise obtain data from the Site by any means other than those expressly provided by Clever Offsets, Inc.
- Use bots, scripts, spiders, crawlers, automated agents, scraping tools, data mining tools, or similar technologies.
- You may not use automated, semi-automated, manual, crowdsourced, outsourced, or any other systematic method to access, extract, replicate, or reconstruct substantial portions of the Site or its data.
- Circumvent, disable, or interfere with any technical safeguards, access controls, rate limits, anti-bot measures, or authentication systems.
7.3 Reverse Engineering and System Misuse
- Disassemble, decode, decompile, reverse engineer, or attempt to derive source code, algorithms, models, or underlying data structures.
- Access or attempt to access any system, account, data, or functionality not intended for your use.
- Remove, alter, obscure, or interfere with any copyright, trademark, or other proprietary notices.

7.4 Platform Integrity
- Interfere with or disrupt the integrity, security, or performance of the Site.
- Use the Site to send spam, unauthorized solicitations, or unlawful communications.
- Impersonate another person or entity or misrepresent your affiliation.

7.5 Compliance
- Use the Site in violation of any applicable law or regulation.
Any violation of this Section is a material breach of these Terms. You acknowledge that unauthorized extraction or misuse of the Site or its data may cause irreparable harm to Clever Offsets, Inc., and that injunctive or equitable relief may be appropriate in addition to any other remedies available at law or in equity.

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8. Intellectual Property and Data Rights
8.1 Ownership of the Service
The Site, including all software, design, interfaces, text, graphics, workflows, visualizations, compilations, models, analytics, scoring systems, and other materials developed or made available by Clever Offsets, Inc. (collectively, the “Service Content”), is owned by or licensed to Clever Offsets, Inc. and is protected by applicable intellectual property and other laws.
8.2 Data Categories
The Service Content may include:
- Proprietary Elements: materials developed by Clever Offsets, Inc., including software, models, analytics, indices, scores, methodologies, visualizations, and other original materials.
- Third-Party Data: data obtained from third-party sources and subject to rights, restrictions, or licenses held by third parties.
- Derived Data: the selection, arrangement, coordination, aggregation, normalization, standardization, homogenization, transformation, analysis, and presentation of data, as well as outputs, reports, analytics, indices, scores, and similar materials generated or made available through the Service.
8.3 Ownership Allocation
To the maximum extent permitted by applicable law:
- Clever Offsets, Inc. retains all right, title, and interest in and to the Service and the Proprietary Elements.
- Clever Offsets, Inc. owns the selection, coordination, arrangement, aggregation, normalization, standardization, homogenization, transformation, analysis, and presentation of data within the Service, as well as the Derived Data, outputs, and related materials generated through the Service, to the extent such rights can be owned or protected under applicable law.
- All rights in Third-Party Data remain with the applicable third-party rights holders.
- Nothing in these Terms transfers ownership of Third-Party Data to Clever Offsets, Inc. or to you.
8.4 No Warranty of Title to Underlying Data
Clever Offsets, Inc. does not represent or warrant that it owns all underlying data included in the Service Content. The Service may incorporate Third-Party Data, and access to such data is provided subject to applicable third-party rights, licenses, restrictions, and applicable law.
8.5 Protection of Compilations and Derived Works
To the maximum extent permitted by law, the Service Content, including its compilations, arrangements, transformations, normalizations, homogenizations, and other value-added elements, is protected by copyright, trade secret, contract, and other applicable doctrines and laws.
8.6 No Implied Rights
Except for the limited license expressly granted in these Terms, no rights or licenses are granted by implication, estoppel, or otherwise. You may not extract, reuse, reproduce, distribute, or commercialize the Service Content outside the scope of the license granted in these Terms.
Nothing in these Terms transfers ownership of underlying third-party data, public facts, or third-party source materials to Clever Offsets, Inc., except to the extent of Clever’s proprietary selection, arrangement, transformation, analysis, and presentation of such data.
 

9. Data Disclaimer
The Service is provided for informational purposes only. Clever Offsets, Inc. does not guarantee that any data, content, analytics, or outputs are accurate, complete, current, error-free, or suitable for any particular purpose. The Service does not constitute legal, investment, financial, accounting, regulatory, or other professional advice. Clever Offsets, Inc. is not responsible for the accuracy, completeness, legality, availability, or ownership of Third-Party Data.

 

10. Accounts
Some features may require account registration. You agree to provide accurate, current, and complete information and to keep your account credentials confidential. You are responsible for all activity that occurs through your account, except to the extent caused by unauthorized use not attributable to your failure to safeguard your credentials.

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11. Availability and Service Changes
The Service is provided on an “as is” and “as available” basis. Clever Offsets, Inc. does not guarantee uninterrupted, secure, or error-free operation. Clever Offsets, Inc. may modify, suspend, discontinue, or restrict features or portions of the Service at any time, provided that for paid subscriptions it will use commercially reasonable efforts not to materially degrade core paid functionality during the applicable subscription term.

 

12. Suspension and Termination
Clever Offsets, Inc. may suspend or terminate your access to the Site if:
- You materially breach these Terms;
- Your use presents a legal, security, fraud, operational, or material reputational or business risk reasonably determined by Clever Offsets, Inc.;
- Required by law; or
- Necessary to protect the integrity of the Service or the rights of Clever Offsets, Inc. or third parties.
Upon termination, your right to access and use the Service immediately ceases.
Clever Offsets, Inc. is under no obligation to monitor use of the Service or review user activity, but reserves the right to do so in its sole discretion.

 

13. Disclaimer of Warranties
To the maximum extent permitted by applicable law, Clever Offsets, Inc. disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement. Some jurisdictions do not allow certain disclaimers, so some of the foregoing may not apply to you to the extent prohibited by law.

 

14. Limitation of Liability
To the maximum extent permitted by applicable law:
- Clever Offsets, Inc. shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, business opportunity, or goodwill.
- Clever Offsets, Inc.’s total aggregate liability arising out of or relating to the Site or these Terms shall not exceed, for paid users, the amounts paid by you to Clever Offsets, Inc. for the Service in the twelve months preceding the event giving rise to the claim.
- For users accessing only free functionality, Clever Offsets, Inc.’s aggregate liability shall not exceed one hundred U.S. dollars (US $100).
Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.

 

15. Indemnification
You agree to indemnify, defend, and hold harmless Clever Offsets, Inc., its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses arising out of or relating to:
- Your use of the Site;
- Your violation of these Terms;
- Your violation of law; or
- Your infringement or misappropriation of any third-party right.

 

16. Compliance With Law
You agree to comply with all applicable laws, rules, and regulations in connection with your access to and use of the Site, including export control, sanctions, anti-corruption, and data protection laws.

 

17. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.
Except for claims seeking temporary, preliminary, or permanent injunctive or other equitable relief relating to intellectual property infringement, trade secret misappropriation, unauthorized access, scraping, data exfiltration, or reverse engineering, all disputes arising out of or relating to this Agreement shall be submitted to mandatory binding arbitration in New York County, New York that shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules and shall be referred to a single arbitrator to be appointed by the parties in accordance with the expedited procedures and rules of JAMS, and any arbitral award will be enforceable in accordance with the laws of the state of New York.  The prevailing party shall be entitled to recover from the unsuccessful party such reasonable attorney’s fees and costs and the costs of such arbitration as the award provides.  Judgment on the arbitration award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  Subject to the arbitration clause above, the parties consent to exclusive jurisdiction in the state and federal courts located in New York County, New York for actions seeking injunctive relief, provisional remedies, or enforcement of any arbitral award.  Each Party consents to the exclusive personal jurisdiction and arbitration in such forum and courts and each Party hereto covenants not to, and waives any right to, seek a transfer of venue from such jurisdiction or venue on any grounds.  The rights and remedies of the Parties as set forth in this Agreement are not exclusive of any other rights and remedies to which they may be entitled under law or contract.  THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT OR THE PARTIES PERFORMANCE HEREUNDER.

For all claims, disputes or controversy that are not resolved according to the Arbitration Agreement, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts of New York County, New York.
 

In the event of any litigation or arbitration regarding the rights and obligations under this Agreement the prevailing party shall be entitled to recover, in addition to damages, reasonably attorney's fees, expert witness fees, and court costs.

 

18. Assignment
Clever Offsets, Inc. may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. You may not assign these Terms without the prior written consent of Clever Offsets, Inc.

 

19. Survival
Sections 7, 8, 9, 13, 14, 15, 17, and any provisions that by their nature should survive termination shall survive termination or expiration of these Terms.

 

20. Entire Agreement
These Terms, together with the Privacy Policy and any applicable order forms or supplemental agreements, constitute the entire agreement between you and Clever Offsets, Inc. regarding your use of the Site.

 

21. Contact
 

Clever Offsets, Inc.
82 Nassau St., Suite 61985
New York, NY 10038
United States

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