USER TERMS
These User Terms ("Terms") govern your access to and use of the Applications operated by S10X Carbon Fund, LLC (the "Carbon Fund", "we", "us", or "our").
By accessing, registering for, or using the Applications (including registering an account), you agree to be bound by these Terms and any additional terms applicable to your approved role(s). If you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind that entity.
If you do not agree to these Terms, you must not access, register for, or use the Applications.
1. Definitions
| Term | Definition |
|---|---|
| Applications | The Register, Secretarial Portal, and Survey collectively. |
| Carbon Fund | S10X Carbon Fund, LLC, a Delaware limited liability company (Registration No. 20233180169). |
| Register | The online portal at https://www.s10xcarbonfund.com/REGISTER/ used for client onboarding, project development/validation, GHG emissions verification, and carbon credit issuance. |
| Secretarial Portal | The online portal at https://www.s10xcarbonfund.com/SECRETARIAL/ used to manage secretarial aspects of the Carbon Fund and its businesses. |
| Survey | The online portal at https://www.s10xcarbonfund.com/SURVEY/DOSURVEY/ used to collect site survey data from project owners. |
| User or you | Any individual or entity approved by the Carbon Fund to access the Applications under specific roles or functions. |
| User Content | Any data, information, documents, or materials you upload, submit, or transmit via the Applications (including project data, survey responses, and GHG-related information). |
2. Registration and Account Security
2.1 To access certain features (particularly on the Register), you must register for an account and be approved by the Carbon Fund.
2.2 You are solely responsible for maintaining the confidentiality of your login credentials and for all activities under your account.
2.3 You must notify us immediately at info@s10xcarbonfund.com of any unauthorized access or suspected security breach.
2.4 We reserve the right to suspend or terminate accounts for security reasons or suspected violations.
3. User Conduct and Compliance
3.1 You must use the Applications only for lawful purposes and in accordance with these Terms.
3.2 You agree to act honestly, transparently, and in compliance with all applicable laws, including those related to carbon markets, GHG verification, anti-money laundering, and data protection.
3.3 Prohibited conduct includes submitting false/misleading information, infringing third-party rights, or engaging in fraudulent activity related to carbon credits or projects.
3.4 We may suspend or terminate access immediately, with or without notice, for any violation or suspected illegal activity.
4. Intellectual Property and User Content
4.1 We own all rights, title, and interest in the Applications, underlying software, trademarks (including Rights to Retire™ (RTR™), Carbon Funding Mechanism℠ (CFM™)), and other proprietary content.
4.2 You retain ownership of your User Content. By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, modify, display, and distribute it solely to operate, maintain, improve, and provide the Applications (including for verification, issuance, and regulatory compliance purposes).
4.3 You represent that your User Content does not infringe third-party rights and is accurate.
5. Data Privacy and Confidentiality
5.1 We handle personal and project data in accordance with applicable privacy laws and our Privacy Policy (available on our website or upon request).
5.2 We implement reasonable technical, administrative, and physical safeguards to protect data confidentiality, subject to required disclosures (e.g., by law, regulation, or court order).
5.3 You consent to our collection, use, and processing of User Content as necessary for the Applications' functions, including sharing with approved verifiers or regulators.
6. Disclaimers and Limitation of Liability
6.1 The Applications are provided "as is" and "as available" without warranties of any kind, express or implied, including accuracy of GHG calculations, credit issuance outcomes, or fitness for a particular purpose.
6.2 To the maximum extent permitted by law, we disclaim all liability for indirect, incidental, special, consequential, punitive, or exemplary damages arising from use of the Applications, even if advised of the possibility.
6.3 Our total aggregate liability shall not exceed the fees (if any) paid by you to us in the 12 months preceding the claim, or $1,000 if no fees were paid.
6.4 You agree to indemnify and hold us harmless from claims arising from your breach of these Terms, unlawful use, or your User Content.
7. Termination
7.1 We may terminate or suspend your access at any time for violation of these Terms or for any other reason.
7.2 Upon termination, your access rights cease, but certain provisions survive (e.g., IP, liability, governing law).
8. Modifications to Terms
8.1 We may update these Terms at any time. Continued use after changes constitutes acceptance.
8.2 We will provide notice of material changes where practicable.
9. Dispute Resolution
9.1 Disputes shall first be addressed through good-faith negotiations.
9.2 If unresolved, parties agree to mediation in Delaware before litigation.
10. Governing Law
10.1 These Terms are governed by the laws of the State of Delaware and applicable U.S. federal laws, without regard to conflict of laws principles.
11. Miscellaneous
11.1 These Terms constitute the entire agreement and supersede prior understandings.
11.2 If any provision is invalid, the remainder remains enforceable.
11.3 We are not liable for delays due to force majeure events (e.g., acts of God, regulatory changes).
By accessing or using the Applications, you confirm that you have read, understood, and agree to these Terms.
For questions, contact: legal@s10xcarbonfund.com