Terms and Conditions
TERMS AND CONDITIONS
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY PLACING AN ORDER FOR VERS FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN VERS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH URBAN OFFSETS, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the purchase and sale of VERs through http://urbanoffsets.co (the “Site”). These Terms are subject to change by Urban Offsets, Inc. (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
- Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all VERs listed in your order. All orders must be accepted by us or we will not be obligated to sell the VERs to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the VERs you have ordered.
- Prices and Payment Terms.
(a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a VER will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges, which will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) We are responsible for any taxes, fees, charges, and other costs relating to the development, implementation, and continued operation of the Project, and the creation, ownership, verification, sale and delivery of VERs and issuance and transfer of registry instruments under these Terms up to and at the time of completion of delivery. You will be responsible for any taxes, fees, charges, and other costs imposed on the purchase, receipt, or ownership of any VERs after the time and place of delivery.
(c) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our transfer of a VER. We accept Visa and MasterCard for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order, and (v) you will update us of any changes in your credit card information. We may charge you interest on the outstanding balance of any overdue payment, charges, or expenses at a rate equal to 1.5% per month or the highest rate permitted by applicable law, whichever is lower.
- Delivery. We shall complete delivery of the Contract Quantity, or the applicable portion thereof, by the date specified as the “Delivery Date” in your order. Delivery shall be deemed to be completed upon our delivery to you of each of the following: (a) the methodology for quantifying emissions reductions approved under the Project Protocol and Standard identified in your order, (b) all data required to verify the VERs purchased under your order, and (c) an assignment and bill of sale to you transferring to you all right, title, and interest in and to the portion of the Contract Quantity being delivered, free and clear of all liens, taxes, claims, security interests, or other encumbrances of any kind whatsoever.
- Term. The term hereof (“Term”) commences as of the date of your order and, unless sooner terminated in accordance with these Terms, ends after the delivery of all VERs included in your order. In addition to any other remedies it may have, either party may also terminate your order upon thirty (30) days’ notice if the other party materially breaches any of the terms or conditions of these Terms and fails to cure such breach within fifteen (15) days after notice. If your order is terminated pursuant to this section, you will have no further obligations other than payment for services rendered, goods received, and expenses incurred, and we will refund to you all prepaid amounts for goods or services not delivered or rendered.
- Records and Documentation. We shall provide copies of our documentation and records regarding the Project or its VERs as reasonably requested by you. We agree to provide any further documentation that is reasonably required for you to fulfill any applicable reporting needs related to the VERs, including emissions information associated with the Project. We will coordinate validation and verification with a third-party peer institution. The approved third-party peer institution will complete validation and verification. The cost of all validation and validation reports, verifications and verification reports, registration, issuance, and transfers shall be our responsibility. The cost of procuring and providing all data required to validate and verify shall be paid by you.
- Limitation of Warranties. ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
- Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE VERS YOU HAVE ORDERED THROUGH OUR SITE.
- Goods Not for Resale or Export. You represent and warrant that you are buying VERs from the Site for your own use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
- Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.
- Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of North Carolina.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
- No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Urban Offsets.
- No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (1) by personal delivery, overnight courier, or registered or certified mail to Urban Offsets, Inc., 1250 Revolution Mill Dr., Studio 128, Greensboro, NC 27405. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.