Terms & Conditions

Limited License

So long as user complies with the Terms, Daylight will grant user access to the Platform. Daylight hereby grants to user a worldwide, nonexclusive, nontransferable, nonassignable, nonsublicensable, revocable license to use the Platform, solely in connection with the low-carbon commodities transactions facilitated through the Platform. Daylight expressly reserves all rights to the Platform not granted herein.

By using the Platform or otherwise providing any data to Daylight through the Platform, user expressly grants, and represents and warrants to Daylight that user has a right to grant, to Daylight, a worldwide, nonexclusive, transferable, assignable, royalty-free, fully-paid license to use, reproduce, adapt, translate, and make derivative works of all such data in whole or in part, subject to the terms of Daylight's Privacy Policy, for the sole purpose of supporting the Platform.

User agrees to use the Platform for lawful purposes only and may not: (i) resell, sublicense, or make any other commercial use of the Platform other than as contemplated by these Terms; (ii) distribute, redistribute, transfer, or modify the Platform, or otherwise grant rights to third parties with regard to the Platform, without our written consent; (iii) modify, reverse engineer, hack, translate, decompile, disassemble, or create derivative works of the Platform; (iv) use the Platform for any unlawful purpose.

Confidentiality

In using the Platform, you will have access to Daylight's intellectual property and confidential business information, including certain proprietary analytics, products, processes, formulae, methodologies, ideas, diagrams, source code, software, contracts, and other components of the Platform ("Daylight Information") and you may also have access to certain third-party information related to low-carbon commodities transactions, including but not limited to certain project and pricing information.

Daylight requires each individual user to have unique log in credentials. Therefore, user agrees that it will not share log in credentials either with other individuals within its organization or with external third parties (including, but not limited to, consultants, agents, brokers, and/or vendors), without Daylight's written consent.

Daylight will hold all information regarding the user's business operations and business systems in trust and confidence and shall not use or disclose such information to any other party, unless required to do so by process of law or as permitted by these Terms and/or Privacy Policy.

Removal of Data

Daylight may, at its sole discretion, without liability or penalty, remove any data from or revoke access to the Platform for any reason, or no reason at all, subject to these Terms.

Without limiting the generality of the foregoing, Daylight may remove any data or revoke access which, to Daylight's knowledge: (a) violates Daylight's content submission policy, (b) violates the Terms, applicable laws, rules or regulations, or was provided by a user in violation of the Terms, applicable laws, rules or regulations; (c) is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, disruptive, or otherwise harmful.

You have the right to request removal of your data from the Platform at any time, by contacting Daylight at info@daylightclimate.com.

No Warranty

Daylight does not guarantee any results from using the platform, or the accuracy or completeness of any information, documents, or material provided about any project or any buyer or seller on the platform. User's access and use of the platform is at user's own risk and, except as explicitly provided in these terms, Daylight makes no representations or warranties that the platform will be available at any particular time or location, uninterrupted or secure, that any defects or errors will be corrected.

Any information, documents, or material provided by Daylight that may be posted on, or available to user through user's use of the Platform are for informational purposes only and are not intended to replace or be a substitute for any professional financial, legal, tax, insurance, compliance, due diligence or other advice. No advice or information, whether oral or written, obtained by user from Daylight or through the Platform will create any warranty not expressly stated herein.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Daylight, its affiliates, agents, shareholders, or directors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Platform. Under no circumstances will Daylight be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Platform.

To the maximum extent permitted by applicable law, Daylight assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of data or information supplied to Daylight by any user; (b) personal injury or property damage, of any nature whatsoever, resulting from user's access to or use of the Platform or any other user's access to or use of the Platform or the conduct, development or operation of any low-carbon commodities project; (c) any unauthorized access to or use of the Platform.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Daylight has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law.

Indemnification

User hereby agrees to indemnify, hold harmless and defend Daylight, its shareholders, directors, employees and agents (collectively, the "Indemnitees"), from and against any and all liabilities, penalties, fines, forfeitures, fees, demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including reasonable attorneys' fees (collectively, "Damages"), which any or all of the Indemnitees may hereafter suffer, incur, be responsible for or pay out as a result of claims, demands, suits, or proceedings arising out of user's use of the Platform.

Content Submissions

Daylight respects copyright, and we prohibit users of the Platform from submitting, uploading, posting, or transmitting any data or other information on the Platform that violates another person's proprietary rights. Daylight has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act. It is Daylight's policy to (i) remove data or other material posted to the Platform that it believes to be copyrighted material and (ii) terminate user access to the Platform for repeat infringers.

Links to Other Web Sites

The Platform may contain links to third-party web sites or services that are not owned or controlled by Daylight.

Daylight has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. User further acknowledges and agrees that Daylight shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

Governing Law

These Terms will be governed by the laws of Washington State except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.

Severability

If any provision or portion of the Terms is determined to be invalid or unenforceable under any applicable statute or rule of law, it is only to that extent to be deemed omitted, and such invalidity or unenforceability shall not affect any other provision of the Terms. The Terms shall then be construed as if such unenforceable provision(s) had never been contained herein and the balance of the Terms shall remain enforceable.

Changes

Daylight reserves the right, at its discretion, to change, modify, add or remove portions of these Terms at any time by posting the amended Terms. You may also be given notice, such as an e-mail message of any changes. You will be deemed to have accepted such changes to the Terms by continuing to use the Platform.