Terms of Use
By using this site, you signify your consent to the Terms of Use below. If you do not agree to these Terms of Use, please do not use the site.
These Terms of Use, along with the Climate Impact Partners Online Privacy Policy (HTTPS://WWW.CLIMATEIMPACT.COM/PRIVACY-POLICY/) (which is incorporated by reference herein), (collectively, this “Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of you (“you” and/or “user(s)”) and ClimateCare Oxford Limited and/or Natural Capital Partners Europe Limited and/or Natural Capital Partners Americas, LLC (together, “Climate Impact Partners”), concerning your access to and use of the websites located following domains:
HTTPS://NETZEROFORBUSINESS.COM;
HTTPS://MILLIONMANGROVES.COM
Carbon Offset Calculator (including any co-branded versions thereof) located at the following domain: climateimpact.com/small-business-calculator; and any related online tools owned and/or controlled by Climate Impact Partners (collectively, the “Sites”).
The Sites allow you to: (a) provide links of Site pages to third parties that contain information about Climate Impact Partners, reducing GHG Emissions and increasing the use of renewable energy; (b) use the Carbon Offset Calculator to calculate GHG Emissions caused by you and/or your household; (c) use the Carbon Offset Calculator to calculate GHG Emissions caused by you, your household or your business; (“Offset Services”); (d) obtain information about reducing GHG Emissions and increasing the use of renewable energy; (e) contact Climate Impact Partners to request additional information; or (f) simply view the Sites (collectively, the “Climate Impact Partners Online Services”).
1.Definitions.
In this Agreement, the following terms shall have the meanings set forth below:
“Carbon Instrument” means evidence of either (a) a unique identification of Emissions Reduction verified to a Third Party Standard or (b) Emission Rights;
“Carbon Dioxide Equivalent” or “CO2e” means the base reference for the determination of global warming potential of Greenhouse Gases in units of carbon dioxide determined in accordance with the methodologies, procedures, formulae, assumptions and information selected by Climate Impact Partners;
“Emission Rights” means any right, interest, credit, entitlement, benefit or allowance to emit (present or future) GHG Emissions that may be created under any regulatory or legal regime;
“Emissions Reduction” means the removal, limitation, reduction, destruction, avoidance, sequestration or mitigation of GHG Emissions;
“Emissions Reduction Project” means any activity or project that does, or is expected to, result in the issuance of a Carbon Instrument;
“ESG Claim” means any claim, statement, or similar by you (or any third party) regarding satisfying any compliance, quasi-compliance, or voluntary requirements, rules, guidance, or similar in connection with climate commitments, “carbon neutrality” or any other environmental, social and governance commitment of any kind.
“GHG Emissions” means emissions of Greenhouse Gases measured in CO2e;
“Greenhouse Gases” or “GHGs” means the six gases listed in Annex A to the protocol to the United Nations Framework Convention on Climate Change ("UNFCCC") adopted in New York on May 9, 1992 at the Third Conference of the Parties to the UNFCCC in Kyoto, Japan on December 11, 1997, as amended from time to time;
“Offset Services” means the purchase and retirement of Carbon Instruments pursuant to Climate Impact Partners Online Services.
“Retire”, “Retired” or “Retirement” means that, in connection with a Carbon Instrument, the action taken by Climate Impact Partners to document in the Climate Impact Partners books and records that such Carbon Instrument has been removed from commercial circulation;
“Third Party Standard” means an Emissions Reduction quality standard governed by an independent organization including but not limited to the European Union Emission Trading Scheme, the Clean Development Mechanism, Joint Implementation, the Voluntary Carbon Standard and the Gold Standard.
2. Eligibility.
By using the Climate Impact Partners Online Services, you represent and warrant that: (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are over the age of majority in your jurisdiction of residence and 18 years of age or older in any event; and (d) your use of the Sites does not violate any applicable law or regulation. Recognizing the global nature of the Internet, you further represent and warrant that you will comply with all local rules regarding online conduct and applicable contributions. Specifically, you represent and warrant that you will comply with all applicable laws regarding the transmission of data exported from the United Kingdom, the United States and the country in which you reside.
3. Contributions.
You are entirely responsible for the content of, and any harm resulting from, your submissions to any Site Website including without limitation any feedback (collectively, “Contribution”).
3.1. When you create or make available a Contribution, you thereby represent and warrant that:
3.1.1. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party;
3.1.2. your Contribution does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;
3.1.3. your Contribution is not obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable, libelous or slanderous, does not advocate the violent overthrow of a government, including without limitation the governments of the United Kingdom and the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
3.1.4. your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any applicable law or regulation concerning child pornography or otherwise intended to protect the health or well-being of minors;
3.1.5. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to make available the Contribution, or (ii) secured from your employer a waiver as to all rights in or to your Contribution;
3.1.6. your Contribution does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on Natural Capital Partners’ or others computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;
3.1.7. your Contribution does not inundate the Website with communications or other traffic suggesting no serious intent to use the Website for its stated purpose; or
3.1.8. your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.
3.2. By making a Contribution to the Website, you hereby grant to Climate Impact Partners a perpetual, non-exclusive, fully-paid, royalty free, sublicensable (through multiple tiers), worldwide license to use, modify, create derivative works of, publicly perform, publicly display, reproduce, rent, resell and distribute such Contribution in all media now known or hereafter created and in any other manner in Climate Impact Partners’ sole discretion. Where applicable, you waive any moral rights in and to your Contribution in favor of Climate Impact Partners.
4. Your use of the Sites.
You agree to use the Sites only for lawful purposes, and in a manner that does not infringe the rights of or restrict or inhibit the use and enjoyment of the Sites by any third party. Such restriction or inhibition includes, without limitation (i) conduct which is unlawful, or which may harass or cause distress or inconvenience to any person, including criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, trademark infringement, patent infringement, or theft of trade secrets; (ii) the transmission of obscene or offensive content or disruption of normal flow of dialogue within this Site; (iii) using any information obtained from the Site in order to contact, advertise to, solicit, or sell to any user, person, or entity without their prior explicit consent; (iv) interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site; (iv) attempting to impersonate another user, person or entity; (v) using the username or password of another user; (vi) using a false email address; (vii) using any information obtained from the Site in order to harass, abuse, or harm any user, person, or entity; (viii) using the Site in a manner inconsistent with any and all applicable laws and regulations; or (ix) providing material support or resources (or concealing or disguising the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United kingdom or United States government as a foreign terrorist organization, including pursuant to section 219 of the Immigration and Nationality Act.
5. Intellectual Property.
The content on the Sites, except for Contributions, including without limitation, the text, software, scripts, graphics, photos, videos, interactive features and the like (“Materials”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Climate Impact Partners, subject to copyright and other intellectual property rights under all applicable laws and international conventions. Materials on the Sites are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Climate Impact Partners reserve all rights not expressly granted in and to the Sites and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted by Climate Impact Partners, including any use, copying, or distribution of third parties’ materials obtained through the Sites for any commercial purposes. If you download or print a copy of the Materials for personal use, you must retain all copyright, trademark, and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Sites or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Website or the Materials therein. Unless otherwise indicated the contents including the names, images and logos identifying Climate Impact Partners and its products and services are the property of Climate Impact Partners and are protected, without limitation, pursuant to copyright and trademark laws and may not be reproduced or republished.
6. Offset Services.
This Section 6 applies only to purchasers of Offset Services. To the extent the website providing Offset Services has explicit terms of use, the express terms of those terms of use shall prevail.
6.1. Fees. Any Offset Services will be provided in consideration of the fees and in the amounts indicated at the Site in accordance with the results of the Personal Offset Calculator, as applicable and if ever, on a case-by-case basis. Users shall pay any and all fees immediately by credit card and such fees shall be non-refundable. All taxes now or hereafter imposed with respect to the Offset Services shall be the responsibility of the user, and if paid or required to be paid by Climate Impact Partners, the amount thereof shall be added to and become a part of the amounts payable by the user in connection with the Offset Services.
6.2. Retirement. Any applicable Offset Services include Climate Impact Partners’ commitment to arrange either for an Emissions Reduction Project to be carried out or the acquisition, holding and Retirement of Carbon Instruments as follows:
6.2.1. Climate Impact Partners will either (i) arrange for an Emissions Reduction Project to be carried out, verify the resulting Emissions Reductions and Retire the resulting applicable Carbon Instruments, or (ii) acquire from third parties Carbon Instruments, equal to the quantity measured and transacted under the Personal Offset Calculator, as applicable, and hold and Retire such Carbon Instruments so that they are not available to be traded or acquired by third parties (unless Climate Impact Partners acquires and holds or arranges for the Retirement of other Carbon Instruments equivalent in quantity to those disposed of by Climate Impact Partners). Retirement will occur upon a regular interval, to be defined by Climate Impact Partners in its sole and absolute discretion, aggregating transactions with various users for the sake of efficiency;
6.2.2. Emissions Reduction Project(s) or Emissions Rights may be located or obtained, as the case may be, from anywhere in the world and will meet the Third Party Standards selected by Climate Impact Partners in its sole and absolute discretion. The users shall not acquire any rights of ownership in any Carbon Instruments, Emissions Reduction Projects, Emissions Reductions or Emission Rights. Accordingly and, for the sake of clarity, no user may resell or otherwise dispose of any Carbon Instruments, Emissions Reduction Projects, Emissions Reductions or Emission Rights hereunder in any way and such purported activity is expressly prohibited.
6.2.3. In the event any Emissions Reduction Project fails to deliver sufficient Emissions Reductions (e.g. through technical or financial failure or otherwise), Climate Impact Partners shall cause alternative Emissions Reductions Projects to be carried out or acquire, hold and Retire, or arrange for the Retirement of, alternative Carbon Instruments to the extent necessary to make up the resulting shortfall in Emissions Reductions. Climate Impact Partners reserves the right to acquire, hold, and Retire or arrange for the Retirement of Carbon Instruments of any kind
6.2.4. The Emissions Reductions achieved by an Emissions Reduction Project are calculated and verified in accordance with the methodologies and procedures set out in the rules that govern the Third Party Standard to which the Emissions Reductions have been contracted. Upon Retirement of the Carbon Instruments corresponding to the quantity measured and transacted under the Personal Offset Calculator, as applicable, Climate Impact Partners shall have fulfilled its obligations with respect to the contracted Offset Services. Climate Impact Partners shall not be liable for any dispute relating to the validity of an Emissions Reduction once that Emissions Reduction has been verified and issued;
6.2.5. Carbon Instruments shall be Retired by Climate Impact Partners only in accordance with the quantity measured and actually transacted under the Personal Offset Calculator, as applicable, on a case-by-case basis. For the sake of clarity, Climate Impact Partners shall have no obligation to Retire any Carbon Instruments (a) unless and until Climate Impact Partners’ fees have been paid in full by the applicable user in connection with the Retirement of such Carbon Instruments; and (b) outside of its normal Retirement scheduling hereunder.
7. Disclaimers
7.1. BY OPERATING THE SITES, CLIMATE IMPACT PARTNERS DOES NOT REPRESENT OR IMPLY THAT CLIMATE IMPACT PARTNERS ENDORSES ANY CONTENT AVAILABLE ON THE SITES, OR THAT CLIMATE IMPACT PARTNERS BELIEVES SUCH CONTENT TO BE ACCURATE, USEFUL OR NON-HARMFUL.
YOU AGREE THAT YOUR USE OF THE SITES AND CLIMATE IMPACT PARTNERS ONLINE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CLIMATE IMPACT PARTNERS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND CLIMATE IMPACT PARTNERS ONLINE SERVICES AND YOUR USE THEREOF.
7.2. CLIMATE IMPACT PARTNERS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITES’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF CLIMATE IMPACT PARTNERS SECURE SERVERS AND/OR EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITES.
7.3. CLIMATE IMPACT PARTNERS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CLIMATE IMPACT PARTNERS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. CLIMATE IMPACT PARTNERS DOES NOT NECESSARILY ENDORSE THE VIEWS EXPRESSED BY THIRD PARTIES. LISTING OR LINKING SHALL NOT BE TAKEN AS ENDORSEMENT OF ANY KIND.
7.4. THE SITES AND THE INFORMATION, NAMES, IMAGES, PICTURES, LOGOS AND ICONS REGARDING OR RELATING TO CLIMATE IMPACT PARTNERS, ITS PRODUCTS AND SERVICES (OR TO THIRD PARTY PRODUCTS AND SERVICES), ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR ENDORSEMENT MADE AND WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND ACCURACY.
7.5. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS, including:
7.5.1. Nothing in these Terms of Use shall operate or be construed so as to exclude or restrict:
7.5.1.1. any warranty or condition implied by statute in the event of your dealing as a “consumer” as defined by section 12 of the unfair contract terms act 1977. In such a case your statutory rights are unaffected by these terms and conditions; or
7.5.1.2. The liability of Climate Impact Partners for death or personal injury caused by reason of the negligence of Climate Impact Partners or of its servants, employees or agents
8. LIMITATION OF LIABILITY.
IN NO EVENT SHALL CLIMATE IMPACT PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, THE MATERIALS, CLIMATE IMPACT PARTNERS ONLINE SERVICES, AND/OR YOUR CONTRIBUTIONS TO THE WEBSITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLIMATE IMPACT PARTNERS LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED THE GREATER OF SEVENTY FIVE POUNDS STERLING (£75) OR AMOUNTS PAID BY YOU IN THE PRECEDING TWELVE MONTH PERIOD FOR CLIMATE IMPACT PARTNERS ONLINE SERVICES. IN NO EVENT SHALL CLIMATE IMPACT PARTNERS BE LIABLE TO YOU OR ANY OTHER PARTY FOR CLAIMS ARISING OUT OF OR RELATING TO YOUR OR ANY THIRD PARTY’S USE OF, OR STATEMENTS REGARDING, THE SERVICES PROVIDED BY CLIMATE IMPACT PARTNERS, INCLUDING WITHOUT LIMITATION, CLAIMS ARISING OUT OF OR RELATING TO ESG CLAIMS.
9. Indemnity.
You agree to indemnify, defend, and hold Climate Impact Partners, its subsidiaries, affiliates, and licensors and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) your use of the Sites, your Contributions and/or Climate Impact Partners Online Services; (ii) arising from a breach of this Agreement, including any breach of your representations and warranties; (iii) any Contribution you make through the Sites; and/or (iv) any ESG Claims made by you or any third party.
10. Email Disclaimer
The contents of email (including attachments) sent from Climate Impact Partners are confidential and subject to copyright. It is intended only for the use of the individual or entity to which it is addressed. If you have received an email in error, please contact the sender immediately by returning the email or by telephoning +44 (0)1865 591000 and asking to speak to the sender, and then delete it (including any attachments) from your system. If you are not the intended recipient of the email, any disclosure, copying, distribution or use of its contents is strictly prohibited.
10.1. Climate Impact Partners cannot guarantee the absence of viruses and does not accept liability for any virus introduced by any email or any attachment and you are advised to use appropriate and up-to-date virus checking software.
10.2. Climate Impact Partners cannot accept any responsibility for the accuracy or completeness of the contents of any email as it has been transmitted over a public network and Internet communications are not secure. If verification is required, please request a hard copy.
10.3. Except where the email is sent in the usual course of business, the views and opinions expressed in any email message are those of the individual sender and do not necessarily reflect the views and opinions of Climate Impact Partners.
10.4. Climate Impact Partners reserves the right to monitor incoming and outgoing emails in accordance with the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 and / or for the purposes of quality control and / or training purposes.
10.5. Email is sent to the recipient at the request of, or in response to, the intended recipient’s expressed interest in Climate Impact Partners activities. Climate Impact Partners wishes to retain your contact information for the purpose of making future contact with you about Climate Impact Partners activities and aims. If you do not wish your contact information to be kept, you may let Climate Impact Partners know by sending an email to privacy@climateimpact.com with your specific request to opt-out of such contacts.
11. General terms
11.1. If any of these Terms of Use should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms and Conditions are intended to be effective, then to the extent and within the jurisdiction which that Term or Condition is illegal, invalid or unenforceable, it shall be severed and deleted from this clause and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable and it shall be revised to the extent required to make it enforceable but still consistent with the business and financial objectives of the Parties underlying the Agreement .
11.2. The Sites are controlled and operated by Climate Impact Partners from its offices in the United Kingdom. Climate Impact Partners makes no representation that materials on this Site are appropriate or available for use in other locations other than the United States. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
11.3. These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales. Disputes arising here from shall be exclusively subject to the jurisdiction of the courts of England and Wales. The parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the courts located in London, England.
11.4. Disputes. SUBJECT AT ALL TIMES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ITS FORMATION, PERFORMANCE, OR ALLEGED BREACH) AND/OR YOUR CONTRIBUTIONS AND YOUR USE OF THE SITES, MATERIALS AND/OR CLIMATE IMPACT PARTNERS ONLINE SERVICES IS SUBJECT TO CONFIDENTIAL BINDING ARBITRATION HELD IN LONDON, ENGLAND BEFORE AND IN ACCORDANCE WITH THE THEN CURRENT RULES AND PROCEDURES OF THE INTERNATIONAL COURT OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE. A PARTY THAT WISHES TO INITIATE ARBITRATION (“INITIATING PARTY”) AS A PRECONDITION TO INITIATING ARBITRATION MUST OFFER TO SCHEDULE A MEETING BETWEEN REPRESENTATIVES OF ALL PARTIES INVOLVED IN THE DISPUTE. THE PARTIES THEREAFTER SHALL MEET WITHIN 10 BUSINESS DAYS. IF THE RECEIVING PARTY REFUSES TO PARTICIPATE IN SUCH A MEETING WITHIN THE 10-DAY PERIOD OR OTHERWISE FAILS TO RESPOND TO SUCH A REQUEST, THE INITIATING PARTY WILL BE DEEMED TO HAVE MET ITS OBLIGATION TO SCHEDULE AND ATTEND SUCH A MEETING AND SHALL BE FREE TO INITIATE ARBITRATION. NO ARBITRATION WILL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. THE PARTIES ALSO MAY SEEK AN ORDER OR JUDGMENT BY A COURT OF COMPETENT JURISDICTION COMPELLING ARBITRATION OR CONFIRMING ANY ARBITRATION AWARD SECURED UNDER THIS SECTION 11.4.THE LAWS OF CERTAIN JURISDICTIONS PROHIBIT BINDING ARBITRATION AND THE EXCLUSION OF THE RIGHT TO CLASS PROCEEDINGS, THEREFORE THIS SECTION MAY NOT APPLY TO YOU.
11.5. Injunctive relief. Notwithstanding anything to the contrary contained herein, Climate Impact Partners will have the right to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third-party rights in any court of the United Kingdom, the United States, or any other court having jurisdiction over the parties and the matter, in addition to any other remedy which Climate Impact Partners may be entitled, at law, in equity or otherwise.
11.6. Other. This Agreement constitutes the entire agreement between you and Climate Impact Partners regarding the use of the Sites and Climate Impact Partners Online Services. The failure of Climate Impact Partners to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. You may not assign your rights under this Agreement to any third party; Climate Impact Partners may assign its rights under this Agreement without condition. This Agreement operates to the fullest extent permissible by law. This Agreement is effective as of and was last updated May 16, 2022.
11.7. Modifications. Unless prohibited by applicable law, Climate Impact Partners retains the right to modify this Agreement from time to time. Climate Impact Partners will also post any revised versions of this Agreement on the Sites. You agree to be bound to any changes to this Agreement when you use the Climate Impact Partners Online Services after any such modification is posted. It is therefore important that you regularly review this Agreement. If you do not agree with any changes you may terminate this Agreement with Climate Impact Partners and immediately cease use of the Sites and the Climate Impact Partners Online Services.
