These are the terms and conditions (“Terms of Use”) of Everclime Pty Ltd trading as Everclime (ABN 46 142 219 761) (“Everclime”, “we”, “us”) on our website located at www.everclime.com & about.everclime.com, which is owned and operated by us (“Website”). These govern your access to and use of the Everclime website(s), our application programming interfaces (“APIs"), the Everclime mobile app (“App”), and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to view, explore, and purchase Digital Certificates (collectively, the “Service”).
For purposes of these Terms of Use, “user”, “you”, and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorised representative of the entity with the authority to bind the entity to these Terms of Use, and (b) you agree to these Terms of Use on the entity’s behalf.
Please read these Terms of Use carefully, as they apply to all transactions between us and can only be waived or varied in writing signed by us. By proceeding with a purchase on our Website or through our App or other Service, you’re indicating to us that you’ve read, understood and agreed to these Terms of Use. If you have any questions or concerns about our Terms of Use, Website or App, or any purchase you make through the Website or App, please don’t hesitate to get in touch with us.
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS.
BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.
WE SELL DIGITAL CERTIFICATES REPRESENTING THE UNIT AMOUNT OF ANY SINGLE GIVEN SUSTAINABILITY ACTIVITY WHICH CAN INCLUDE BUT IS NOT LIMITED CARBON CREDIT PROCUREMENT, PLANTING TREES, PLANTING KELP AND OTHER ACTIVITIES WHICH ARE MADE AVAILABLE BY EVERCLIME’S THIRD PARTY ACTIVITY PROVIDERS. WE REFER TO THESE ACTIVITIES AS “IMPACT ACTIVITIES”. SOME CERTIFICATES ARE ASSOCIATED WITH CARBON CREDITS, OTHERS ARE ASSOCIATED WITH IMPACT ACTIVITY THAT DOES NOT CURRENTLY ATTRACT REGULATED CARBON CREDITS, AND SOME HAVE A COMBINATION OF BOTH. THESE DIGITAL CERTIFICATES ARE NON-FUNGIBLE TOKENS (NFTs). THE IMPACT AND REWARDS ASSOCIATED WITH THIS CERTIFICATE ARE NOT AVAILABLE FOR RESALE. PLEASE SEE THE FURTHER TERMS BELOW FOR FURTHER DETAILS THE DIGITAL CERTIFICATES WE SELL ASSOCIATED WITH CARBON CREDITS ARE WHERE WE HAVE PROCURED ITS RETIREMENT FOR OUR CUSTOMERS BASE. A CARBON CREDIT CAN ONLY BE RETIRED ONCE. OUR DIGITAL CERTIFICATE HAS NO FUTURE SALE VALUE WITH RESPECT TO THE ORIGINAL CARBON CREDIT UNIQUE SERIAL NUMBER. DIGITAL CERTIFICATES ASSOCIATED WITH OTHER NON-CARBON CREDIT IMPACT ACTIVITY MAY NOT BE RECORDED ON ANY REGULATED REGISTRY BUT WILL BE ALLOCATED A UNIQUE SERIAL NUMBER BY EVERCLIME.
Purchase of Digital Certificates
Definitions
In these Terms of Use, the following definitions apply: “Blockchain” means the decentralised, distributed and public digital ledger that is used to record transactions across many computers so that the record cannot be altered retroactively without the alteration of all subsequent blocks and the consensus of the network. “Brand Impact Certificate” means the Digital Certificate representing the tonnage amount of any given Carbon Credit retirement or alternate impact contribution in relation to specific business activities conducted by the Third Party Activity Provider either funded wholly by the Third Party Activity Provider or wholly or in-part by a sponsoring organisation. “Carbon Credits” means measurable, verifiable emission reductions from certified climate action project. “Carbon Credit Unique Serial Number” means is a unique identifying number supplied to Carbon Credits and the associated project. “Digital Certificate” means the certificate, digital smart contract or NFT purchased by you from us which links to or is otherwise associated with to Retired Carbon Credits or Impact Activity (as applicable) and their relevant data. which may have Rewards associated with the purchase and download of the certificate.
“Everclime Serial Number” means the unique serial number recorded in Everclime’s own records on the Blockchain with respect to each Digital Certificate. "Impact Activity” means the unit amount of any single given sustainability activity which can include but is not limited Carbon Credit procurement, planting trees, planting kelp and other activities which are made available to purchase by a Third Party Activity Provider. “Impact Certificate” means the Digital Certificate representing the unit amount of any single given Impact Activity which may have Rewards associated with the purchase and download of the certificate. “NFT” means a non-fungible token is a unique digital identifier that cannot be copied, substituted, or subdivided, that is recorded in a blockchain, and that is used to certify authenticity and ownership.
“Registry Certificate” means the representation of a Retired Carbon Credit or identified unit, which holds all available details, links, Unique Serial Number and evidence of the Retired Carbon Credits and or unit value.
“Retire”, ”Retired” or ”Retirement” means an action taken to remove Carbon Credits from commercial circulation within an appropriate Carbon Credit registry. Retirement is effected by retiring the Carbon Credit and by giving the purchaser of the Carbon Credit Retirement Evidence. Once a Carbon Credit has been transferred into a retirement account, they are not available to be traded or acquired by third parties or transferred again to any other account.
“Retirement Evidence” means to evidence of Everclime procuring and Retiring Carbon Credits from selected parties. This transaction is recorded and published in a Registry Certificate in the Carbon Credit project’s profile page. “Registry Serial Numbers” means a unique code assigned to a quantified registry in association with the Third Party Activity Provider’s decarbonisation project or other Impact Activity (if applicable), verified by the regulatory authorities and held on a Blockchain. “Reward” means the discount, competition or other redeemable offer, benefit or actions made available from certain third party Rewards Providers which may be attached to certain Digital Certificates. “Rewards Providers” means third parties which make available certain discounts, competitions and redeemable offers, benefits or actions available which may be attached to certain Digital Certificates. “Third Party Activity Providers” means third parties who procure or carry out sustainability activity which can include but is not limited carbon credit generation, procurement, planting trees, planting kelp, seeding native land, coral restoration, and other activities, as well as third parties who provide Carbon Credits to Everclime to Retire.
Carbon Credits For Digital Certificates associated with Carbon Credits, only the initial customer who first purchases a Digital Certificate from us can be the owner of the Carbon Credit Unique Serial Number for the relevant Retired Carbon Credits. The Digital Certificate may have other value as a result of other possible value add services and products associated with this. However, you may not represent in any future sale of a Digital Certificate that is has any value associated with the original Carbon Credit Unique Serial Number. Registry Certificates related to Retired Carbon Credits are available on our Website. Impact Certificates We sell Digital Certificates representing the unit amount of any single given sustainability activity which can include but is not limited to Carbon Credit procurement, planting trees, planting kelp and other activities which are made available by Everclime’s Third Party Activity Providers, which we call “Impact Certificates". These are NTFs and may have certain Rewards associated with the purchase and download of the Impact Certificate. The impact and Rewards associated with this certificate are not available for resale. Some Impact Certificates are associated with Carbon Credits, others are associated with Impact Activity that does not currently attract regulated Carbon Credits, and some have a combination of both. Digital certificates associated with other non-carbon credit sustainable Impact Activity may not be recorded on any regulated registry but will be allocated a unique Everclime Serial Number. Should any Impact Activity become associated with a regulated registry, Everclime agrees to take commercially reasonable steps to procure that Digital Certificates associated with such Impact Activity include the relevant Registry Serial Number. Whist many of the Third Party Activity Providers are charities with deductible gift recipient status in Australia, purchases of Impact Certificates from us will generally not permit you to claim a charitable donation taxable deduction. Everclime provides no warranty with respect to your ability to tax deduct any purchase from us, with respect to charitable purposes other otherwise. You should seek your own independent tax advice with respect to any purchase of Impact Certificates.
Rewards Certain Digital Certificates may have awards associated with their purchase and download. Any Rewards offered as part of a Digital Certificates are subject the additional terms and conditions of the Rewards Provider of the relevant Reward. When purchasing a Digital Certificates with an associated Reward, you warrant and represent that you have read, understood and agree to the terms and conditions of the Rewards Provider related to the relevant Reward. Everclime has no liability whatsoever with respect to any failure of the Rewards Provider to provide the Reward or otherwise with respect to the Reward in any way. Brand Impact Certificates Listed on our Website and in the App are certain Brand Impact Certificates. These are not available to be purchased or resold. These Brand Impact Certificates are Digital Certificate representing the tonnage amount of any given Carbon Credit purchase or alternate Impact Activity contribution and/or investment in relation to specific sustainable business activities conducted by the Third Party Activity Provider either funded wholly by the Third Party Activity Provider or wholly or in-part by a sponsoring organisation. This certificate is minted and held on Blockchain, and includes all of the relevant contribution data such as Serial Numbers, affiliated satellite imagery and impact project coordinates.
Your account
We reserve the right to withdraw or amend the Service, item, or material we provide as part of any Service (including on the Website or in our App) in our sole discretion and without notice to you. We will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, to users. You are responsible for (a) making all arrangements necessary for you to have access to the Service; and (b) ensuring that all persons who access the Service through your internet connection or mobile device are aware of these Terms of Use and comply with them.
We reserve the right to terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Use.
Accessing the Service from an internet address
You represent and warrant that you will comply with all applicable local, State and Commonwealth laws when using the Service. Your access and use of the Service may be interrupted from time to time for technical reasons at Everclime’s sole discretion. To access and use some of the Service, you may need to register with us and set up an account with your email address and a password (your “Account”). You are solely responsible for maintaining the confidentiality of your password. You are exclusively responsible for activities that take place under your Account. You may connect to the Service from a third-party service such as Facebook or Google+, and you give us permission to access, store, and use your information from that service.
Accessing the Service from a blockchain address
If you access the Service using a blockchain address which will function as your identity on Everclime you will need a blockchain address and a third-party wallet to access the Service. By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with Everclime, and Everclime does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Everclime accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or security seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. Everclime may require you to provide additional information and documents in certain circumstances. In such an event Everclime, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by Everclime. Everclime may refuse to restore your access to the Service.
Using Everclime
Use and abuse of the Service
To use the Service, you must be over 18 years old. You are solely responsible for all information that you give to Everclime. You are responsible for the consequences of your on-site communications.
By using the Service, you agree to the collection, transfer, storage and use of your personal information by us as data controller on servers located in the United States and in the European Union and in Australia and as further described in our Privacy Policy, to be found on the Website.
You agree that you will not violate any laws or infringe any third-party right; post any threatening, abusive, defamatory, obscene or indecent material; be false or misleading; distribute or send communications that contain spam, chain letters, or pyramid schemes; distribute viruses or any other technologies that may harm Everclime, the Service or the interests or property of other Everclime users; impose an unreasonable load on our infrastructure or interfere with the working of the Service; copy, modify, or distribute any other person’s content without consent; use any automated means to access the Service and collect content for any purpose; harvest or collect information about others, including email addresses, without their consent; bypass measures used to prevent or restrict access to the Service; and/or attempt to profit from a natural disaster, a health or public safety concern, or a tragic event.
You agree that you will not: Use or attempt to use another user’s Account without authorisation from such user;Pose as another person or entity;Claim an Everclime username for the purpose of reselling it or otherwise engage in name squatting;Access the Service from a new address if we’ve blocked any of your other addresses from accessing the Service; Distribute spam or unwanted content; Use the Service in a manner that could damage, disable, overburden, or impair the functioning of the Service;Bypass or ignore instructions that control access to the Service; Use any data mining, robot, spider, crawler, or any other automated means not authorised by us to access the Service, extract data, or interfere with the rendering of Service pages or functionality; Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service; Sell or resell the Service or attempt to circumvent any Everclime fee systems; Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing metrics that Everclime might use to sort search results;Use the Service or data collected from our Service for any advertising or direct marketing activity; Use the Service for money laundering, terrorist financing, or other illicit finance; Use the Service to carry out any financial activities subject to registration or licensing; Use the Service to create, or deal in, financial products (as defined in Australian Corps Law); Use the Service to engage in price manipulation, fraud, deal in stolen items, or otherwise deceive; Create or display illegal content;Create or display digital content or media items that promote suicide, self-harm, hatred or violence;Use the Service for any illegal or unauthorised purpose; orUse the Service in any manner that could interfere with, disrupt the Service experience of other users. We reserve the right to take appropriate action or legal action for any illegal or unauthorised use of the Service. We have the right to fully cooperate with any law enforcement authorities or court order related to the Service, and it’s users.
Important: You waive and hold harmless Everclime and its affiliates, licensees and service providers from any claims resulting from any action as a result of any investigation by any law enforcement authority.
Assumption of risk when purchasing
You accept and acknowledge that: The value of a Digital Certificate or item as is available for purchase on the Service is subjective. RRP Price of Digital Certificates are set by Everclime and its partners. You acknowledge that the value of your purchased Digital Certificates may fall to nil value.The regulatory regime governing blockchain technologies, tokens, cryptocurrency, and other crypto-based items is uncertain: current or new regulations may materially adversely affect the Service and the utility of tokens.You are solely responsible for determining what, if any, taxes apply to your transactions. Everclime is not responsible for determining the taxes that apply to your token trading activity.There are risks associated with purchasing Digital Certificates including but not limited to the risk of purchasing mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable.You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any Digital Certificates or accounts/collections.We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Everclime has no ability to reverse any transactions on the blockchain.There are risks associated with using Internet and blockchain based products, including, but not limited to, the risks associated with hardware, software, Internet connections, malicious software, and third parties’ obtaining unauthorised access to your wallet or Account.
Fees and Service
The Service permits you to purchase Digital Certificates and access our APIs and App and certain other products and services. You agree to pay all costs and fees associated with your use of the Services (“Fees"), which Fees you will be able to review and accept before purchase. Our Fees are quoted in Australian Dollars, and we may sometimes change them. Our Fees maybe subject to foreign exchange rates when purchasing through our payment provider Stripe in your local currency. We will notify you of changes to our Fees by posting the changes on the Website or in the App. You are responsible for paying your Fees when they are due. If you don’t, we may limit your ability to use the Service. If your payment method fails or your account is past due, we may collect Fees owed using debt collection Service. Australian taxes associated with our Service will be charged and collected where applicable. You agree to provide accurate information necessary for us to comply with our obligations under the law. Everclime may, at any time, revise or change the pricing, availability, specifications, content, descriptions, form, functionality or features of the Service or any part of the Service. While we attempt to be as accurate as we can in our description of the Digital Certificates and their features including any associated Rewards, we do not warrant that product descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Digital Certificates and/or Rewards for purchase through the Service at a particular time does not imply or warrant that the these will be available at any other time. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any Digital Certificates, Rewards, the Service or any part thereof. Unless explicitly stated otherwise, any modifications to the current Service shall be subject to these Terms of Use. We reserve the right to change Fees charged for Digital Certificates or with respect to the Service, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Fees to the Service and/or upon making the customer aware of the pricing error.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check these Terms of Use from time to time so you are aware of any changes, as they are binding on you. No amendment shall apply to a dispute for which proceedings have been initiated prior to the change in these Terms of Use.
Service content and IP
The Service include the Website and App and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Everclime, its licensors or other providers of such material and are protected by copyright, trademark, trade secret and other intellectual property rights laws. These Terms of Use hereby permit you to use the Service for your personal use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website or through our App without our written consent. However, if we provide social media features, such as the ability to share a social media post from the Service, you may take such actions as are enabled by such features. No right, title or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted herein are reserved by Everclime. Any use of the Service not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
Important: Everclime’s name, logo, trademarks, and any Everclime product or service names, designs, logos, and slogans are the intellectual property of Everclime or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance.
Important: You may not attempt to discover any source code contained in the Service. You agree not to reproduce, copy or exploit for any purpose any aspect of the Service including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials. You may not use any metatags or other “hidden text” utilising “Everclime” or any other name, trademark or product or service name of Everclime or our affiliates or licensors without our prior written permission.
We reserve all rights in connection with the Service and its content, including the exclusive right to create derivative works.
All third-party trademarks, trademarks, and product names that are not Everclime mentioned on the Service or contained in the content displayed on the Service are the property of the respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder.Reference to any products, Service, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Everclime.
By using the Service in conjunction with creating, submitting, posting, promoting, or displaying content, or by complying with Everclime’s metadata standards in your metadata API responses, you grant us a worldwide, non-exclusive, conditions-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Service for our current and future business purposes, including to provide, promote, and improve the Service. This includes any digital file, art, or other material linked to or associated with any Digital Certificates or digital items that are displayed on the Service.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Everclime the license described above, and that the content does not violate any laws.
Everclime will take down works in response to validated intellectual property infringement claims. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please contact us via email, at the address provided on this Website.
For us to process your infringement claim regarding content on the Service, you must be the rights-owner or someone authorised to act on behalf of the rights-owner. When you contact us, you must include: Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;Your contact information – at a minimum, your full legal name and email address;A declaration that contains all of the following:A statement that you have a belief that use of the material in the manner complained of is not authorised by the intellectual property rights owner, its agent, or the law;A statement that the information in the notice is accurate;A statement that you are authorised to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed;and Your physical or electronic signature.
Communication Preferences
By creating an Account, you consent to receive electronic communications from Everclime (e.g., via email, push notification, text messages, or other types of messages) in accordance with our Privacy Policy.
Reliance on Information Posted.
The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents. The Service may include content provided by third parties, including materials provided by other users, bloggers and third party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Everclime, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Everclime. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Service
We retain the right to change the form and functionality of the Service with our without notice to you. We also retain the right to create limits on and related use of the Service in our sole discretion at any time with our without notice. We may change, suspend or discontinue any parts of or the entire Service at any time, including the availability of any product, feature or content, You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance or the Service or any part thereof. Unless explicitly stated otherwise, any modifications to the current Service shall be subject to these Terms of use. We may update the content on the Service (including the Website and the App) from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Service
All information we collect on through the Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You warrant and represent that you have read and understood and agree to the terms of the Privacy Policy where using the Service.
Third Parties
Third Party Activity Providers and Rewards Providers The Services allow you to purchase Impact Certificates where the associated Impact Activities are conducted or procured by various Third Party Activity Providers. Digital Certificates may also include certain Rewards which are provided by third party Rewards Providers. Everclime will help facilitate transactions with Third Party Activity Providers and Rewards Providers as applicable, but you acknowledge and agree that: Everclime is not a party to the transactions between you and any Rewards Provider with respect to any Reward; the availability of any particular Third Party Activity Providers, Rewards Provider, Carbon Credit, Impact Activity or Reward through our Service is not an endorsement, recommendation or sponsorship or such Third Party Activity Providers, Rewards Provider, Carbon Credit Impact Activity or Reward by Everclime; Third Party Activity Providers and/or Rewards Providers may experience business disruptions that render them unable provide Carbon Credits, Impact Activities and/or Rewards; and it is not possible for Everclime to verify the accuracy or completeness of all information it obtains from or about Third Party Activity Providers and Rewards Providers; and Everclime is not liable for any failure of a Third Party Activity Providers or Rewards Provider with respect to any Impact Activity or any Reward. Impact Activity Everclime will use commercially reasonable endeavours to procure that the amount of Impact Activity provided for in an Impact Certificate purchased by you (e.g. a certain weight of kelp plants are planted) is carried out by transacting with reputable Third Party Activity Providers who carry out or procure such activities. Everclime will purchase from the Third Party Activity Provider the amount of Impact Activity specified in the Impact Certificates, but Everclime cannot verify and provides no warranty that such Third Party Activity Providers have or will undertake the relevant Impact Activity. Everclime has no liability to you or any other person should the Third Party Activity Provider fail to carry out or procure the relevant Impact Activity. If for any reason Everclime is unable to purchase the Impact Activity from the Third Party Activity Provider specified in the Impact Certificate (eg. if the Third Party Activity Provider ceases operations), Everclime will use commercially reasonable endeavours to purchase similar Impact Activity from an alternative Third Party Activity Provider of its choosing at its sole discretion. Rewards Any Rewards offered as part of a Digital Certificates are subject the additional terms and conditions of the Rewards Provider of the relevant Reward. When purchasing a Digital Certificates with an associated Reward, you warrant and represent that you have read, understood and agree to the terms and conditions of the Rewards Provider related to the relevant Reward. Everclime has no liability whatsoever with respect to any failure of the Rewards Provider to provide the Reward or otherwise with respect to the Reward in any way.
Links from the Service
If the Service contains links to other sites, applications and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites, applications or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites, applications or resources linked to the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites, applications or resources.
Third Party Payment Service
You may use a third party payment gateway - such as Paypal or Wert.io, for example – (“Third Party Payment Service”) for some financial transactions on our Service. When you link your payment service account to your Account, you can use it to pay for items. You acknowledge and agree that by utilising any Third Party Payment Service through our Service, you are bound by the terms and conditions of that third party and we are not liable for any loss, claims or damages however arising in connection with that third party’s Service. If you to link your Third Party Payment Service account to your Account you appoint Everclime as your limited agent to: Provide to the Third Party Payment Service your name, address, payment amount, item details, item category, and all other information required by the Third Party Payment Service to enable the Third Party Payment Service to process payments to or from your Third Party Payment Service account; and· receive payment confirmation and decline notices from the Third Party Payment Service in respect of your Third Party Payment Service payment transactions. When you link your Third Party Payment Service account to your Account, we accept our appointment as your limited agent to undertake those activities specified in the paragraph above. Our appointment as your agent to undertake these activities terminates immediately upon your Account ceasing to be linked to your Third Party Payment Service account. If you have a dispute with Third Party Payment Service, a buyer, or a seller, that does not arise directly as a result of an error by Everclime, in respect of any payment transacted (or failed to be transacted) on your Third Party Payment Service Account, you release us and our affiliates (and our officers, directors, agents, subsidiaries, joint ventures and employees and those of our affiliates) from any and all claims demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes. Everclime is not able to access your complete financial details from any Third Party Payment Service or your Third Party Payment Service account. At no time does Everclime hold any of the funds when a buyer pays a seller using Third Party Payment Service. Funds are transferred directly by the Third Party Payment Service from the buyer’s Third Party Payment Service account to the seller’s Third Party Payment Service account after the deduction by the Third Party Payment Service of any relevant Third Party Payment Service fees. Third Party Payment Service’s terms and conditions apply to your use of Third Party Payment Service when you access Third Party Payment Service’s Service from our Service, and you must agree to Third Party Payment Service’s terms and conditions in order to use the Third Party Payment Service’s Service. You acknowledge and agree that, to the extent permitted by law, we are not liable to you for any loss or damage you incur arising from your use of the Third Party Payment Service method, unless such loss or damage was as a direct result of Everclime’s error, in which case our liability is limited in accordance with these Terms of Use.
Legal and Financial
Everclime is an Australian based business complies with all Australian laws. Where you are permitted to use the Service in another country as provided for in these terms, you acknowledge and agree that you are contracting with an Australian based business. We operate under a Corporate Authorised Representative status from Australian Financial Services License: AFSL 298851 (Shepherd Gray P/L). You acknowledge and agree that you have Consumer Rights under Australian Law. Activity on the Service falls under ACCC Regulatory oversight; you have the opportunity to obtain independent legal and financial advice from appropriately qualified professional advisers and that you take into account your personal objectives, financial situation and needs before buying an item via our Service. You acknowledge and agree that items sold via the Service are not financial products. You understand and acknowledge that: the Digital Certificates for sale in the Service are not offered as Investments; the Digital Certificates in the Service have no rights concerning Everclime; the Digital Certificates in the Service will not change in value in the event that any wholesale commodity changes in value following purchase; the Digital Certificates in the Service are not designed to be used to make payments for any product or service other than as outlined in the Digital Certificates description; and the Digital Certificates in the Service are not designed to be converted to cash to enable completion of any payment. You acknowledge that under Australian law any goods purchased from the Service are not financial products.
Geographic Applicability
We make no claims that the Service or any of its content is accessible or appropriate outside of Australia. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside Australia, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that the Service or any of its contents will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial of service attack, viruses or other material that may infect your equipment or data due to your use of the Service or items obtained via the Service or any website, application or resource to which it is linked. Your use of the Service, and – except as stated by Everclime – items purchased through the Service, are provided on an ‘as is’ basis without warranties of any kind, at your own risk. We make no representations with respect to the completeness, security or reliability of the Service and its content. Everclime does not represent that the Service will be error-free or uninterrupted, nor that defects will be corrected or that viruses and harmful material will be removed. You accept that the Service may not meet your needs and expectations. Everclime disclaims all warranties of any kind including but not limited to any warranties of merchantability, non-infringement and fitness for purpose. The foregoing does NOT affect any warranties which cannot be excluded or limited under Australian law.
Limitation of Liability
Everclime will not be liable under any circumstances for damages of any kind arising out of or in connection with use of the Service. To the extent that these Terms of Use are found to exclude, restrict or modify any such rights or statutory guarantees, those rights and/or statutory guarantees prevail to the extent of the inconsistency. Nothing in these Terms of Use excludes, restricts or modifies any rights or statutory guarantees that you have under applicable laws that cannot be excluded, restricted or modified, including rights and statutory guarantees under the Australian Consumer Law. To the extent permitted by law we are not liable for the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or material of any kind by a user of the Service which violates or infringes upon your rights, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law. To the extent permitted by applicable law, we (including our subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from: the content you provide (directly or indirectly) using our Service;your use of or your inability to use our Service; delays or disruptions in our Service; viruses or other malicious software obtained by accessing or linking to our Service; glitches, bugs, errors, or inaccuracies of any kind in our Service; damage to your hardware device from the use of any Service; the content, actions, or inactions of third parties, including items listed using our Service; a suspension or other action taken with respect to your account for breach or these Terms of Use or our policies;your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms of Use or our policies.
Refund
Without limiting any rights that you may have under the Australian Consumer Law, Everclimes liability to you for any failure by Everclime to comply with any statutory guarantee under the Australian Consumer Law is limited to Everclime supplying the Service again or paying you the cost of having the Service supplied again. Everclime excludes any liability to you for any loss or damage suffered by you as a result of Everclime failing to comply with an applicable statutory guarantee under the Australian Consumer Law if you suffering such loss or damage was not reasonably foreseeable and was not directly caused by Everclime. We offer a 14-day moneyback guarantee on all purchases. Our hassle-free, 14-day refund policy means that if you are not satisfied, for any reason, we’ll work with you to make sure you’re happy, even if that means a full refund. To obtain a refund, please follow these steps: 1. Contact us via email at support@everclime.com or such other email address as specified on our Website within 14 days of your purchase;2. Tell us why you want a refund; and3. Give us the opportunity to make it right or correct the problem for you. If you still aren’t satisfied, we will issue a full refund without further delay. Our refund policy does not replace your rights under Australian Consumer Law.
License to use the Service
You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, and personal license to access and use the Service on condition that such license is subject to your compliance with these Terms of Use and our End User Licence Agreement (“EULA"), a copy of which is available on our Website and in the App. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these Terms of Use.
Indemnification
You agree to defend, indemnify and hold harmless Everclime, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Service.
General Terms
Entire Agreement
These Terms of Use, the Privacy Policy and EULA (where applicable) constitute the entire agreement between you and Everclime with respect to your use of the Service, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter contained herein. Your obligations to indemnify Everclime, along with any other part of these Terms of Use which, by their nature should survive termination of these Terms of Use or your right to use the Service, shall survive.
No Assignment
These Terms of Use and any rights or licenses granted to you herein are personal to you, and may not be assigned prior to obtaining Everclime’s written consent.
Disputes
In the event of any dispute, we ask that you first contact us, and we’ll do our best to resolve the dispute to our mutual satisfaction quickly, cheaply and efficiently. Where any disputes or claims arising from the use of the Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, Everclime may elect for this to be resolved by binding arbitration under in accordance with the ACICA Arbitration Rules, and you agree to resolve any such dispute by arbitration in accordance with those roles where Everclime so elects.. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. To the fullest extent permitted by law: (a) no arbitration under these Terms of Use shall be joined to any other arbitration; (b) no class arbitration proceedings will be permitted; and (c) no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and Everclime).
Governing Law and Jurisdiction
As we are based in New South Wales, these Terms of Use are governed by and construed in accordance with the laws of the state of NSW and of Australia. If we do end up in court, you agree that the exclusive venue for resolving any dispute will be in the courts of New South Wales and courts of appeal from them. Everclime retains the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country.
Injunctive Relief
You agree that Everclime may bring suit in any court of competent jurisdiction in order to enjoin infringement or other misuse of Everclime’s or its affiliates or licensor’s intellectual property rights.
Limitation on Time to File Claims
Any claims you have relating to these Terms of Use or the Service must be commenced within one year after the relevant claim accrues, otherwise such claim is permanently barred. If applicable law prohibits a one year limitation period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law.
Waiver and Severability
No waiver by Everclime of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Everclime to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Notices, Questions or Concerns
All notices, comments, requests for support and other communications relating to the Service, or Everclime, should be directed by email to Everclime via the email address provided on the Website or in the App.Advice and InformationWe may give you advice, recommendations, information or assistance in relation to products on our Service, their use or application. We give that information to you in good faith, believing it’s accurate, appropriate and reliable at the time but we don’t give any warranty of accuracy, appropriateness or reliability. Information and advice we give is general in nature and is not intended to constitute or substitute for professional advice. You should seek appropriate professional advice if necessary. We won’t accept any liability or responsibility (including liability for negligence) for any loss suffered because of your or any other person’s reliance on information or advice we provide on our Service, unless otherwise required by law.
This document was last reviewed: 09/08/23
