TERMS OF SERVICE AGREEMENT

These Terms of Service ("Terms”) of the website located at the URL https://climes.io/terms-and-conditions and all subdomains on mobile sites or mobile application and the other associated/ancillary applications, products, websites and services and all other variations of the same (collectively referred to as “Platform”) is between CLIMESCAPE PRIVATE LIMITED (referred as “Company” or “we” or “us” or “our"), and the person who enters into or browses through the Platform or registers themself on the Platform or holds an Account on the Platform (referred as "you" or "your" or “User”).

These Terms are a contract between you and Company. These Terms of Services shall be read together with the Privacy Policy available on https://climes.io/privacy-policy or other terms and condition with all other notices, disclaimers, guidelines appearing on the Platform from time to time(collectively referred to as "Terms and Conditions"). The Terms and Conditions constitute the entire agreement upon which you are allowed to access and use the Platform and avail the Services. By accessing this Platform, you are agreeing to be bound by these Terms and Conditions, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. Your continued use of the Platform shall constitute your acceptance to the Terms and Conditions, as revised from time to time.

You and Company shall hereinafter be individually referred to as a “Party” and collectively as the “Parties”

1) ACCEPTANCE

These Terms are an electronic record in the form of an electronic contract formed under applicable laws pertaining to electronic documents / records in various statutes. These Terms do not require any physical, electronic or digital signature. Before using the Platform, you may be asked to indicate your acceptance of these Terms by clicking a button marked "I Accept" "I Agree" "Okay" "I Consent" or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Terms and Conditions. Any consent so provided by you will be deemed to be valid consent under all applicable laws. Please read the Terms and Conditions carefully. By using the Platform, you indicate that you understand, agree and consent to these Terms. If you do not agree with the terms of these terms of services, please do not use the platform or services.

2) UPDATION OF TERMS AND CONDITIONS

Your use of the Platform is subject to the Terms and Conditions, which may be updated, amended, modified, or revised by us from time to time. To ensure that you are aware of any additions, revisions, amendments, or modifications that we may have made to these Terms and Conditions, it is important for you to refer to the Terms and Conditions from time to time. The updated Terms and Conditions shall be effective immediately and shall supersede these. We shall not be under an obligation to notify you of any changes to the Terms and Conditions. You shall be solely responsible for reviewing the Terms and Conditions from time to time for any modifications. If you continue to use the Platform and/or Services after the updated Terms and Conditions have been published, it shall be deemed that you have read and understood and accept the updated Terms and Conditions. Any reference to Terms of Service herein shall refer to the latest version of the Terms of Service.

3) WEBSITE SERVICES

Our mission is to help cool down our planet and reverse climate change by reimagining carbon as a commodity and enabling pull-based demand for greenhouse gas credits (aka.CO2e carbon credits). This entails building a tech-enabled marketplace for carbon credits, that will help channel capital towards carbon avoidance and removal solutions.

The Company offers a Platform enabling you to purchase and allocate the Climes (“Product”/ “Clime”, where 1 kilogram of CO2e = 1 Clime) to various globally certified projects that reduce, remove or avoid carbon emissions (“Supply Partner”), to help the User neutralise its carbon emissions Once a Clime is allocated by you towards a Carbon Project, the same Clime cannot be changed, modified or re-allocated towards a different Project.

A User can purchase a Clime in two ways:

1 - Directly on the Platform, or Climes team
2 - From the checkout page of a third-party partner (“Clime Partner”).

Climes is doing this by making Climes available to Users through API integrations across various touch points i.e. flights, deliveries and events. Consumers will see the carbon footprint of the service or product they are availing (e.g. of the flight ticket they have bought) and be offered the choice to opt-in to neutralising their footprint.

A User may also receive the Climes from the Clime Partner as a part of a promotional activity or purchase that the User may have made. These Climes may be allocated by voting on the Carbon Projects that the Climes Partner has opted for. Further, by voting or allocating these Climes, the User agrees to these Terms and Conditions.

Auto-Allocation of Climes: Please note that in the event the Climes available in your Account are not allocated by the 15th day of each month, the Climes will then get auto allocated equally amongst the available Carbon Projects. This is to ensure that the Climes available on your Account are utilised consciously and, in a manner, consistently beneficial to the environment. The rewards that may be available due to such allocation will be available to you on the Rewards page.

Climes believes sustainable behaviour and choices should be rewarded. Therefore, after choosing which project they want to support, Users can claim rewards based on how many Climes they have allocated. These rewards range from discount vouchers to early-access to product drops, or specially curated experiences - all from other sustainable brands (“Rewards). These Rewards are facilitated by third-party service providers who host the Rewards on the Platform (“Reward Partner).

The aim here is both to incentivise and reward User for choosing to neutralise their footprint, and to enable discovery of and access to more sustainable brands. Please be aware that redemption of a Clime is a one-time activity. The selection of the Reward cannot be modified or revised once it has been claimed. The utility of a Clime expires once the respective Carbon Project has been financed.

(collectively, "Services").

Company reserves the right to update the Platform and /or Services, in order to, inter alia, introduce new features or Services, enhance existing features or Services, improve user experience and performance. You hereby agree that Company will be able to provide support services only if you install all the updates upon receiving notifications while using the Platform and its Services.

4) ELIGIBILITY AND ACCOUNT REGISTRATION

a) By using the Platform, you affirm that you are of the age of majority in the jurisdiction that you reside in and are fully able and competent to accept the Terms and Conditions and the obligations, affirmations, representations, warranties set forth in the Terms and Conditions, and to abide by and comply with the terms stated therein. Registration of User in the Platform is available only to persons who can form legally binding contracts. Persons who are "incompetent to contract within the meaning of the applicable law including minors, un-discharged insolvents, or person with unsound mind etc. are not eligible to use the Platform.

b) You must register an account on the Platform (an “Account”). When you register on the Platform and set up your Account, you must:

(i) provide accurate and complete information;

(ii) promptly update your Account information with any new information that may affect the operation of your Account;

(iii) authorise Company to make any inquiries we consider necessary or appropriate to verify your Account information or the information you provide to us via the Platform including document proofs or copies or any such information as required mandatorily by applicable law that need to be provided to us; and

(iv) acknowledge and accept any applicable policies, including but not limited to those pertaining to service quality, confidentiality, User integrity, anti-harassment and conflict of interest

You can create an Account by using by logging into your account with certain third-party social networking websites (“SNS”) including Google, Facebook etc. “Third-Party Account”.

You may link your Account with Third Party Accounts, by either: (i) providing your Third-Party Account login information to Platform; or (ii) allowing Platform to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Platform and/or grant Platform access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach of any of the terms and conditions that govern your use of the Third-Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third-party service providers.

i. By granting Company access to any Third-Party Account, you understand that the Company will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account, so that it is available on and through the Platform. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be User’s data for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personal information that you post to your Third-Party Account will be available on and through your Platform.

ii. Please note that if a Third- Party Account becomes unavailable, or User’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Platform and Application. However, under such circumstances, the Services may be discontinued by the Company, at its sole discretion.

iii. Please note that your relationship with any third- party service providers associated with your third- party accounts is governed solely by your agreement(s) with such third-party service providers. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Company is not responsible for any SNS Content.

c) You will not use false identities or impersonate any other person or use another account that you are not authorised to use on any computer, mobile phone, tablet, or other device (collectively “Device”).

d) You are responsible for safeguarding and maintaining the confidentiality of your Account information. You agree not to disclose your Account information to any third party and that you are entirely and solely responsible for any and all activities or actions that occur pursuant to the use of your Account on the Platform, whether or not you have authorised such activities or actions. You will immediately notify Company of any unauthorised use of your Account. You may be held liable for losses incurred by Company due to authorised or unauthorised use of your Account as a result of your failure in keeping your Account Information secure and confidential.

e) If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform / Services (or any portion thereof).

5) PLATFORM LICENSE

a) Subject to your compliance with these Terms, Company grants you a License:

(i) to view any content of Platform solely for your personal and non-commercial purposes; and

(ii) to access, modify, edit and download any content, to which you are permitted access solely for your use. You have no right to sublicense the license rights granted herein.

b) You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform and Services, except as expressly permitted in the Terms. No licenses or rights are granted to you by implication or otherwise under any Intellectual Property Rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in the Terms. The Platform and the Intellectual Property Rights vested therein is owned by Company.

c) You agree that this Platform and its Services are made available to you on a non-exclusive, non-transferable, non-sublicensable and on a limited license basis and hence, you will not permit, enable, introduce or facilitate other persons to participate in availing Services from your Account, including others who may be subject to an agreement that is the same or similar to this Terms and Conditions.

6) FEES AND PRICING

The following is applicable when the User is purchasing Climes directly on the Platform:

a) Subscription: Our Services can be availed as a subscription model by opting to avail one of the plans available on the Platform (“Plan”). This means that when you choose to avail our Services, you will be billed as per the Plan chosen (“Billing Cycle”). We reserve the right to alter/modify/suspend/discontinue any terms and conditions associated with the Plan including but not limited to the period, rate, services included in the Plan. Further, we shall give you notice of any change made to the features of the Plan prior to the expiry of your applicable Billing Cycle.

b) Payments:

1) For availing certain Services or purchasing Products via the Platform, the User shall pay the fees as per the quotation or price displayed on the Platform and/or third-party payment gateway. The User will be redirected to a third-party payment gateway wherein the payment shall be made along with applicable taxes and other charges(including but not limited to credit cards, debit cards, internet handling charges, if any) as duly charged by such third-party payment gateway.

2) The User acknowledges that multiple payment options such as debit/credit card, net banking, Unified Payments Interface (UPI) etc are made available at the time of making transaction. The User further agrees and acknowledges that Company shall not be responsible or assume any liability in respect of any loss or damage arising directly or indirectly to the User due to any payment issues arising out of any transaction on the third-party payment gateway. However, Company reserves the right, but have no obligation, to facilitate and support the User in mutually resolving any transaction failure or such other payment issues faced by the User; provided however, that the User ensures and takes all reasonable efforts to immediately contact, co-operate with and notify Company regarding the payment issues faced by the User.

c) The Company reserves the right to amend the pricing, pricing bands or structure in any transaction that falls within the purview of this Agreement from time to time for any reason whatsoever, subject to due notification of such amendment to the User (direct notification or via Company’s Platform) and the User specifically disclaims any and all rights that vest upon him/her under any contract, law or equity in this regard.

The following is applicable when the User is purchasing Climes from the Climes Partner:

Climes may be purchased from the payment page of the Climes Partner by making the payment via the payment methods available on the Climes Partner’s Platform. Upon purchase of the Climes via the Climes Partner, the payment terms of the Climes Partner and their respective payment partner shall be applicable. Once a Clime is purchased in this manner, your Account will get updated to reflect the number of Climes purchased.

7) REFUND AND CANCELLATION

IF THE SUBSCRIPTION AVAILED BY THE USER IS A PAID PLAN, THE USER SHALL NOT BE ELIGIBLE FOR ANY REFUND UPON CANCELLATION OR NON-USE. Even if you choose not to use your Subscription, you will continue to have access to the Service through the end of your current Billing Cycle. The non-use of the Services post availing a Subscription does not entail you to a refund for the whole or part of the un-used Subscription.

Any request for change, downgrade or cancellation in any Plan prior to the expiry of your current Plan will not entail you with a refund for the whole or part of the subscription.

Please note that if you delete your Account, you will lose access to paid time and Services left in your Subscription. During the deletion process, you are asked to explicitly agree to forfeit the Climes in your Account and authorise the Company to allocate the Climes in any manner they deem fit and acknowledge that you won’t be refunded for the un-used Service.

Cancellation of the Plan or deletion of your Account does not affect any Reward coupons that you may have availed via the Platform. Details of these Rewards will be as shared with the User via email.

Please note that a Clime cannot be refunded or cancelled once purchased by you.

8) RULES AND CODE OF CONDUCT

d) You shall not use the Platform for any purpose that is prohibited by the Terms; or other rules or policies implemented by us from time to time.

e) You shall comply with all applicable local, provincial laws, and regulations in connection with your availing of the Services.

f) You shall keep Company informed of any technical issues or problems with the Platform, as and when the issues develop.

g) By way of example, and not as a limitation, you shall not (and shall not permit any third party to take any action (including without limitation host, display, upload, modify, publish, transmit, store, update or sharing of information) that:

(i) would constitute a violation of any applicable law, rule or regulation or belongs to another person;

(ii) infringes on any intellectual property or other right of any other person or entity;

(iii) is threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent; or (iv) impersonates any person or entity (v) deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact,

(vi) contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource or

(vii) is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.

The Company reserves the right to disable any Account from the Platform at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities; or if Company is concerned that you may have violated the Terms of Services), or for no reason at all with or without notice to the User/Users.

h) Additionally, you shall not share any information that:

(i) may be harmful to minors or children below the age of 18 (eighteen) years;

(ii) threatens the unity, integrity, defence, security or sovereignty of the country, friendly relations with foreign states or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation; and

(iii) is invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

(iv) harms minors in any manner;

(v) infringes any patent, trademark, copyright or other proprietary rights;

(vi) violates any laws for time being.

i) Furthermore, you shall not (directly or indirectly):

(i) take any action that imposes or may impose an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure;

(ii) interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform;

(iii) bypass any measures we may use to prevent or restrict access to the Platform (or parts thereof);

(iv) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform, except to the limited extent applicable laws specifically prohibit such restriction;

(v) modify, translate, or otherwise create derivative works of any part of the Platform; or

(vi) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder.

j) You will not access the Platform, and/or its services, or the personal information of other Users, available on the Platform in order to build a similar or competitive website, product, or service.

k) If you are an Individual, you will not access the Platform and/or its Services for the purpose of hiring, recruiting or inviting any other User to attend any program, event, function, seminar, conference, talk, etc.

l) You agree to immediately notify us of any unauthorised use, or suspected unauthorised use of your Account, or any other breach of security, in relation to your personal information on the Platform.

m) One Account shall not be used by more than one User. Any use of an Account by a third-party would deem to be unauthorised usage. The Company reserves the right to disable any such Account from the Platform.

9) USE OF YOUR INFORMATION

a) You may provide only information that you own or have the right to use. We may only use the information you provide as permitted by our Privacy Policy and applicable law. For example, we will never share your personally identifiable information without your prior permission. Please closely review our Privacy Policy for more information regarding how we use and disclose your personal information. Our Privacy Policy is hereby incorporated into these Terms of Service by this reference.

b) We ensure easy access to the Users by providing an option to update your Account information. We reserve the right to moderate the changes or updates requested by you.

c) We reserve the right to maintain, delete or destroy all information and materials posted or uploaded through the Services, pursuant to our internal record retention and/or destruction policies. We (may/may not) make use of third-party cloud services providers or use our own service infrastructure for hosting the servers and databases. While we make commercially reasonable efforts to ensure that the data stored on our servers is persistent and always available to the User, we will not be responsible in the event of failure of the third-party servers or any other factors outside our reasonable control that may cause the User’s data to be permanently deleted, irretrievable, or temporarily inaccessible.

d) You acknowledge and agree that we may preserve your information and may also disclose your related information if required to do so by law; or in the good faith belief that such preservation or disclosure is reasonably necessary to:

(a) comply with legal process, applicable laws or government requests;

(b) enforce these Terms of Services;

(d) detect, prevent, or otherwise address fraud, security or technical issues; or

(e) protect the rights, property, or personal safety of the Platform, its users, or the public.

10) THIRD PARTY SITES

a) While availing Services, Users may connect with third-party service providers (including without limitation Climes Partner). The Company is not responsible for, and does not endorse, any services or products provided by the third-party service provider. It is hereby stated that Company shall in no way be responsible for any acts or omissions of third parties. Any transaction, dealings or communication otherwise that the User may have with such third parties are at the User’s own risk and we make no warranties, express or implied regarding the quality or suitability of the services or products of such third-party vendors. We shall not be responsible for any transaction or dissemination of information that may take place while accessing these third-party websites.

b) We also provide links to other sites over which we have no control. We are not responsible for the availability of such external sites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products or other material on or available from such sites or resources.

c) We cannot and will not assure that other Users are or will be complying with the foregoing rules or any other provisions of these Terms, and, as between you and us, you here by assume all risk of harm or injury resulting from any such lack of compliance.

d) You acknowledge that when you access a link that leaves the services, the site you will enter into is not controlled by us and different terms of use and privacy policy may apply. By assessing links to other sites, You acknowledge that we are not responsible for those sites. We reserve the right to disable links to and / or from third-party sites to the Services, although we are under no obligation to do so.

11) REWARD PARTNER TERMS AND CONDITIONS

YOU AGREE AND UNDERSTAND THAT THE COMPANY IS NOT INVOLVED IN ANY SALE AND PURCHASE OF GOODS/PRODUCTS AND CANNOT WARRANT THE QUALITY, MERCHANTABILITY AND DELIVERY OF THE GOODS/SERVICES PURCHASED UTILISING THE REWARDS. COMPANY IS ONLYA FACILITATOR, AN INTERMEDIARY AND IS NOT AND CANNOT BE A PARTY TO OR CONTROL IN ANY MANNER ANY TRANSACTIONS BETWEEN THE REWARD PARTNER AND THE USER. COMPANY SHALL NEITHER BE RESPONSIBLE NOR LIABLE TO MEDIATE OR RESOLVE ANY DISPUTES OR DISAGREEMENTS BETWEEN THE REWARD PARTNER AND THE USER.

COMPANY SHALL NEITHER BE LIABLE NOR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF REWARD PARTNER OR ANY BREACH OF CONDITIONS, REPRESENTATIONS OR WARRANTIES BY THE REWARD PARTNER PERTAINING TO THE REWARD. COMPANY DOES NOT SELL OR RETAIL ANY PRODUCTS AND DOES NOT ENSURE THAT THE REWARD PARTNER SHALL PERFORM THEIR OBLIGATIONS IN RESPECT OF THE TRANSACTION CONCLUDED ON THE PLATFORM AND FURTHER EXPRESSLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED IN RESPECT OF QUALITY, SAFETY, MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE, OR LEGALITY OF THE REWARDS LISTED AND TRANSACTED ON PLATFORM.

THE USER UNDERSTANDS THAT THE COMPANY IS NOT LIABLE FOR ANY CLAIMS AGAINST LACK OR DEFICIENCY OF SERVICES; NON-FULFILMENT OR UNSATISFACTORY FULFILMENT OF PRODUCTS AND SERVICES PURCHASED BY USER FROM THE REWARD PARTNER.THUS, COMPANY SHALL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY ASPECT OF THE ARRANGEMENTS BETWEEN THE USERS AS REGARDS THE STANDARDS OF REWARDS. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES RESULTING FROM: (A) THE USEOR THE INABILITY TO USE THE REWARDS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES FOR THE REWARDS. THE USER AGREES AND ACKNOWLEDGES THE COMPANY SHALL NOT BEHELD LIABLE FOR ANY HARM OR DAMAGES RELATED TO THE PURCHASE OR USE OF REWARDS(PRODUCTS, SERVICES, RESOURCES, CONTENT) OR ANY OTHER TRANSACTIONS MADE IN CONNECTION WITH ANY REWARD PARTNER INCLUDING WITHOUT LIMITATION ANY FAILURE IN REDEMPTION OF ANY COUPONS OR DISCOUNT WARRANTED BY ANY REWARD PARTNER. PLEASE REVIEW AND ACCEPT THE REWARD PARTNER’S POLICIES AND PRACTICES BEFORE YOU ENGAGE IN ANY TRANSACTION OR CLAIM OR REDEMPTION OF REWARD. THE USER UNDERSTANDS THAT ALL COMPLAINTS, CLAIMS, CONCERNS, OR QUESTIONS REGARDING REWARD PARTNER’S PRODUCTS/SERVICES OR REDEMPTION OF REWARDS SHOULD BE DIRECTED TO THE REWARD PARTNER.

THE COMPANY SHALL PROVIDE YOU WITH INFORMATION REGARDING A REWARD AN “AS IS” AND “AS MADE AVAILABLE” BASIS,AS PER THE INFORMATION PROVIDED BY THE REWARD PARTNER AND THE COMPANY DOES NOT TAKE ANY RESPONSIBILITY FOR INACCURATE OR INCORRECT INFORMATION PROVIDED REGARDING A REWARD, OR BY THE USER’S INABILITY TO AVAIL THE REWARD WITH THE REWARD PARTNER.

12) CARBON PROJECT TERMS AND CONDITIONS

The Company strives to ensure that legitimate organisations and projects are onboarded as Supply Partners and shall on a best effort basis conduct due diligence to verify the authenticity and veracity of the Supply Partners onboarded. However, it is hereby clarified that all information provided regarding the Carbon Project is provided on an “AS IS” and “AS MADE AVAILABLE” basis and the Company does not take any responsibility for inaccurate or incorrect information provided regarding a Carbon Project.

The User agrees and acknowledges that the User must conduct reasonable due diligence regarding the Carbon Project and the Supply Partner that they wish to support prior to allocating the Climes.

13) INTERACTIVE SESSIONS

a) Some parts of the Services are interactive, and Company is in no way responsible for the content, information or actions of the User and/or other third parties. You are solely responsible for your interactions and communications with other Users and/or third-party including any sensitive personal information provided by you to such other Users, and any other parties with whom you interact or communicate with through the Service.

b) You shall not use the platform except strictly for the purposes specifically laid down in this Terms of Service.

14) INTELLECTUAL PROPERTY

a) Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, content of the Platform, video recordings, ideas and information, google text chats which are subject matter of services (collectively referred to as “Intellectual Properties”).

b) Notwithstanding anything contained in this Terms and Conditions, Intellectual Properties include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights”, “droit moral,” or the like.

c) While rendering Services, Company directly or through its representatives, may provide Users with certain materials relevant to the Services, which may be in the form of audio, video, written and oral content (“Company Materials”). Company Materials shall be the exclusive property of the Company. User hereby agrees and acknowledges that he/she shall ensure that the Company Materials are not shared with any third party, without Company’s written consent and any breach of such nature shall cause financial and irreparable injury to Company. Company hereby provides User with a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to use the Company Materials solely for its personal purpose and not for any commercial use.

d) Except as expressly specified in these Terms of Services, no other license or right is hereby granted by implication.

15) CONFIDENTIALITY

The User agrees to keep all technical and non-technical information, which Company may have acquired before or after the date of this Terms and Conditions in relation to the technology, customers, business, operations, financial conditions, assets or affairs of the other Party resulting from negotiating this Terms and Conditions; or exercising its rights or performing its obligations under this Terms and Conditions; or which relates to the contents of this Terms and Conditions (or any agreement or arrangement entered into pursuant to this Terms and Conditions), including but not limited to business plans, business forecasts, research, technology and financial information, procurement requirements, purchasing requirements, manufacturing, customer lists, sales and merchandising efforts, marketing plans, experimental work, development, design details, specifications, engineering, copyrights, trade secrets, proprietary information, know-how, processes, equipment, algorithms, software programs, software source documents, and information in any way related to the current, future and proposed business, products and Services of Company confidential or any other information designated as confidential from time to time.

Notwithstanding anything in the foregoing to the contrary, confidential information shall not include information which: (a) was known by the User prior to receiving the confidential information from Company; (b) becomes rightfully known to the User from a third-party source not known (after diligent inquiry) by the User to be under an obligation to Company to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the User in breach of this Terms and Conditions; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation.

16) RIGHTS AND OBLIGATIONS RELATING TO THE USAGE OF THE PLATFORM

Users shall be prohibited from carrying out the any illegal acts in the Platform including but not limited to acts mentioned below:

violating or attempting to violate the integrity or security of the Platform;
transmitting any information on or through the Platform that is disruptive or competitive to the provision of our Services;
intentionally submitting on the Platform any incomplete, false or inaccurate information;
making any unsolicited communications to other Users;
using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Platform;
circumventing or disabling any digital rights management, usage rules, or other security features of the Platform.
Any unlawful activities in the Platform which are prohibited by applicable laws.

The Company shall, upon obtaining knowledge by itself or been brought to actual knowledge by an affected person in writing or through email signed with electronic signature about any such information as mentioned above, be entitled to disable such information that is in contravention of this Clause. We shall also be entitled to preserve such information and associated records for at least 90 (ninety) days for production to governmental authorities for investigation purposes. In case of non-compliance with any applicable laws, rules or regulations, or the Terms and Conditions (including the Privacy Policy)by a User, we shall have the right to immediately terminate your access or usage rights to the Platform and Services and to remove non-compliant information from the Platform.

We may disclose or transfer User-generated information to our affiliates or governmental authorities in such manner as permitted or required by applicable law, and you hereby consent to such transfer. In accordance with the applicable laws, we shall transfer sensitive personal data or information including any information, to any other body corporate or a person in India, or located in any other country, that ensures the same level of data protection that is adhered to by us, only if such transfer is necessary for the performance of the lawful contract between Company or any person on its behalf and the User or where the User has consented to data transfer.

17) SUSPENSION AND TERMINATION

a) These Terms of Services are effective unless and until terminated by either you or Company. You may terminate these Terms of Services at any time by notifying us that you no longer wish to use our Services, or when you cease using our Platform.

b) We have the right to temporarily suspend access to the whole or any part of the Services for any reason whatsoever (including but not limited to technical/operational reasons)and shall be under no liability to you in such an event. Further, we may, but are not obliged to, give you notice of any interruption of access to the Service.

c) We may temporarily suspend access to the whole or any part of the Services for maintenance. If you choose to access the Platform or avail Services during such maintenance, we cannot guarantee the availability of the Services and/or functionality of the Platform.

d) We may terminate your usage of the Platform at any time for any reason, including breach of the Terms and Conditions. We have the right (but not the obligation) to refuse to grant access to Platform. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.

e) Once temporarily suspended, indefinitely suspended or terminated, the User may not continue to use the Platform under the same account, a different account or re-register under a new account. On termination of an account due to the reasons mentioned herein, such User shall no longer have access to data, messages and other material kept on the Platform by such User. All provisions of the Terms and Conditions, which by their nature should survive termination, shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.

f) In the event of any termination of these Terms and Conditions, the User shall promptly and forthwith make payments accrued or due to Company.

g) Upon termination of this Terms and Conditions, any rights or obligations of the User existing at the time of expiration or termination, which, by their nature, survive the expiration or termination of this Terms and Conditions and such other provision as specifically identified in this Terms and Conditions, shall survive.

18) ALERTS

a) The Company provides you with multiple automatic and/or customised alerts while providing Services.

b) You understand and agree that any alerts provided to you through the Platform may be delayed or prevented by a variety of factors. We will do our best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

19) CONTACT YOU

a) You agree that we may contact you through telephone, email, SMS, or any other means of communication for the purpose of:

Rendering Services
Obtaining feedback in relation to Platform or our Services;
Obtaining feedback in relation to any other Users listed on the Platform;
Any events or initiatives that you may be interested in as part of the community of users
Resolving any complaints, information, or queries by other Users regarding your critical content.

b) You agree to provide your fullest co-operation further to such communication by Company.

c) If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, comments, images, videos, illustrations, articles, quotes, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'submissions'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any submissions that you forward to us. We are and shall be under no obligation (1)to maintain any submissions in confidence; (2) to pay compensation for any submissions unless otherwise expressly agreed upon between the Parties; or (3) to respond to any submissions.

d) We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Services.

e) You agree that your submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your submissions will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any submissions. You are solely responsible for any submissions you make and their accuracy. We take no responsibility and assume no liability for any submissions posted by you or any third-party.

20) DISCLAIMERS

a) THE SERVICE RENDERED ON COMPANY'S PLATFORM ARE PROVIDED "AS IS" AND “AS AVAILABLE”.COMPANY MAKES NO WARRANTIES,EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES,INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHERMORE, COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THEUSE OF THE MATERIALS ON ITS PLATFORM OR OTHERWISE RELATING TO SUCH MATERIALS ORON ANY SITES LINKED TO THIS SITE.

b) THE COMPANY, ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SPONSORS AND PARTNERS DO NOT WARRANT THAT:

(A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;

(B) ANY DEFECTS OR ERRORS WILL BE CORRECTED;

(D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS;

(E) ANY INFORMATION PROVIDED BYUS IN ANY WAY WILL MEET YOUR REQUIREMENTS ; OR

(F) THE PLATFORM WILL BE FREE OF GLITCHES; ON YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

c) COMPANY DOES NOT WARRANT THAT THE USER WILL BE ABLE TO USE THE PLATFORM AT ALL TIMES OR LOCATIONS ON THE PLATFORM OR THAT THE PLATFORM AND THE SERVICES PROVIDED THROUGH THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

d) THE MATERIALS AS APPEARING ON THE PLATFORM MAY CONTAIN TYPOGRAPHICAL ERRORS, INACCURACIES OR OMISSIONS. COMPANY RESERVES THE RIGHT,ALTHOUGH IT IS UNDER NO OBLIGATION TO DO SO, TO CORRECT ANY ERRORS,INACCURACIES OR OMISSIONS, AND TO CHANGE OR UPDATE INFORMATION OR MATERIAL AS APPEARING ON THE PLATFORM AT ANY TIME WITHOUT PRIOR NOTICE.

e) WE DON’T PROMISE TO STORE ORKEEP SHOWING ANY INFORMATION AND CONTENT THAT YOU’VE POSTED. THE COMPANY DOES NOT PROVIDE A STORAGE SERVICE. YOU AGREE THAT WE HAVE NO OBLIGATION TO STORE,MAINTAIN OR PROVIDE YOU A COPY OF ANY CONTENT OR INFORMATION THAT YOU OR OTHERS PROVIDE, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW AND AS NOTED IN OUR PRIVACY POLICY.

f) THE USER FURTHER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL CLIMES BE CONSTRUED AS AN EQUIVALENT TO OR SUBSTITUTE OF CARBON CREDIT UNLESS AND UNTIL SUCH CLIMES HAS BEEN DULY AND SUITABLY ALLOCATED TO THE CARBON PROJECTS.

g) THE USER ACKNOWLEDGES AND AGREES THAT THIS PLATFORM IS AN INITIATIVE TO FACILITATE CARBON NEUTRALISATION IN ORDER TO MITIGATE THE EFFECTS OF CLIMATE CHANGE. THE COMPANY AND THE PLATFORM DOES NOT GUARANTEE THAT THE USER WILL NOTBE AFFECTED BY CLIMATE CHANGE (INCLUDING WITHOUT LIMITATION HEAT WAVES, FOREST FIRES, HURRICANES OR RISING SEA LEVELS) OR ITS IMPACTS BY USING THE SERVICES.

21) INDEMNITY

You shall defend, indemnify, and hold harmless the Company, its affiliates/subsidiaries/joint venture partners and each of its, and its affiliates’/subsidiaries/joint venture partners’ employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Services and Platform; or (ii)your violation of the Terms; or any applicable law, contract, policy, regulation or other obligation. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in connection therewith.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine

22) LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER LAW, IN NO EVENT SHALL COMPANY BE LIABLE WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR (I) ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL OR OTHER SUCH LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO THOSE SUCH AS AND/OR RESULTING FROM LOSS OF PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, DEPLETION OF GOODWILL, LOSS OR CORRUPTION OF DATA OR INFORMATION, PURE ECONOMIC LOSS AND/OR SIMILAR LOSSES OR DAMAGES OF ANY KIND,HOWSOEVER ARISING IN CONNECTION WITH THESE TERMS, (II) FOR YOUR RELIANCE ON THE SERVICES (III) FOR ANY DAMAGES (IV) FOR ANY MATTER BEYOND ITS OR THEIR REASONABLE CONTROL, EVEN IF USER HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. Our licensors and service providers will have no liability of any kind under this Terms and Conditions. Unless such restriction is prohibited by applicable law, you may not bring any claim under this Terms and Conditions more than twelve (12) months after the cause of action arises.

23) EXEMPTIONS TO LIMITATION OF LIABILITY

You further agree and confirm that Company shall not be responsible, in any manner whatsoever, for any delay/unavailability of Services or failure to meet its obligations under the Terms and Conditions, which may be caused, directly or indirectly, due to:

I. your failure to cooperate;

II. your unavailability and/or unresponsiveness;

III. your failure to provide accurate and complete information;

IV. your failure to provide or facilitate the submission of information in timely manner;

V. any event beyond Company’s reasonable control.

24) UPDATES

We reserve the right, at Our sole discretion, to change, modify, add or remove portions of these Terms of Services, at any time without any prior written notice to you. We suggest that you regularly check these Terms of Services to apprise yourself of any updates. Your continued use of the Platform following the posting of changes will mean that you accept and agree to the revisions. As long as you comply with these Terms of Services, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Platform.

25) SEVERABILITY AND WAIVER

If any of these terms should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state in which these terms are intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining Terms of Services shall survive, remain in full force and effect and continue to be binding and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

26) FORCE MAJEURE

If the performance of the Party’s obligations hereunder is prevented, restricted or interfered with by reason of fire, or by epidemic or pandemic, or other casualty or accident; strike or labour disputes; war or other violence; or any act or condition beyond the reasonable control of the Parties, or an act of God (each a “Force Majeure Event”), then the Parties shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the Parties shall give prompt notice within a period of three (3) days from the date of occurrence of the Force Majeure Event and providing a description to the other Party of such Force Majeure Event in such notice, including a description, in reasonable specificity, of the cause of the Force Majeure Event and the likely duration of the impact or delay cause by the Force Majeure Event; and provided further that the Parties shall use reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes are removed. If the Party’s performance of its obligations under this Terms and Conditions is suspended due to the occurrence of a Force Majeure Event for a period in excess of thirty (30) business days, the Parties may terminate this Terms and Conditions without incurring any charges.

27) RELATIONSHIP BETWEEN THE USER AND COMPANY

Nothing in this Terms and Conditions shall be construed to create any relationship between Company and you, other than that of a service provider and user. you do not have the authority to bind Company in any manner whatsoever.

28) NON-ASSIGNMENT

These Terms are personal to you, and you shall not assign or transfer or purport to assign or transfer the contract between you and us to any other person.

29) PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALISED RELIEF YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

30) GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

These Terms of Services are governed by the laws of India. Any action, suit, or other legal proceeding, which is commenced to resolve any matter arising under or relating to this website, shall be subject to the jurisdiction of the courts at Bangalore, Karnataka.

31) ENTIRE AGREEMENT

The Terms and Conditions are the entire agreement and understanding between you and Company with respect to the Services and usage of Platform.

32) GRIEVANCE REDRESSAL OFFICER

In furtherance of the Information Technology Act, 2000 (“IT Act”) and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (“Intermediary Guidelines”) a grievance officer is appointed to ensure compliance with the IT Act and the Intermediary guidelines.

Any discrepancies or grievances with regard to content and or comment or breach of the Terms of Service shall be taken up with the designated grievance officer as mentioned below in writing or through email signed with the electronic signature to:

Any discrepancies or grievances with regard to content and or comment or breach of the Terms and Conditions shall be taken up with the designated Grievance Officer as mentioned below via in writing or through email signed with the electronic signature to:

Attention: Anirudh Gupta

Email ID: founders@climes.io

The grievance officer shall revert to every complaint within 24 hours of receipt of the complaint. Further, the Company shall take best possible efforts to redress the complaint within 15 days of receipt of the complaint. Any suggestions by Company regarding use of the Services shall not be construed as a warranty.

33) SUPPORT

The Company offers an email, WhatsApp and in-Platform-based support system. In case you require any assistance or support, you may access support resources or use the “Contact Us” function or the chatbot on the Platform or email at support@climes.io. The Company provides Support on Monday – Friday between the hours of 10 a.m. – 6:30 p.m. IST (except public holidays).

The User agrees and acknowledges that the Company shall address and attempt to resolve the complaint received in accordance with the standard policies and procedures adopted by the Company, the User’s disapproval/discontent with the outcome/mode of redressal shall not be deemed to mean non-redressal of the complaint by the Company. Any suggestions by Company regarding use of the Service shall not be construed as a warranty.

In furtherance of the Consumer Protection Act 2019 (“Consumer Protection Act”) and the Consumer Protection (E- Commerce) Rules 2020 (“E-Commerce Rules”) a nodal officer is appointed to ensure compliance with the Consumer Protection Act and the E-Commerce Rules.

The details of the grievance officer to which consumer grievances can be redressed are as follows;

Attention: Anirudh Gupta

Email ID: founders@climes.io

Designation: Founder

The Company shall revert to every complaint within 48 hours of receipt of the complaint. Further, the Company shall take best possible efforts to redress the complaint within 30 days of receipt of the complaint. Any suggestions by Company regarding use of the Services shall not be construed as a warranty.

34) CONTACT

If you have any questions regarding the Services or usage of the Platform, please contact Company at support@climes.io. Please note that for the purpose of validation, you shall be required to provide information (including, but not limited to contact number or registered mobile number, etc.) for the purpose of validation and taking your service request.