End User License Agreement

This End User Licence Agreement (the “Agreement”) governs your use of the specialized carbon accounting software (the “CarbonSuite Software”), including all user manuals, technical manuals, and any other materials provided by CarbonSuite Inc. (“Licensor”), in printed, electronic, or other form, that describe the CarbonSuite Software or its use or specifications (the “Documentation”). This agreement is binding between you (“you” or “your”) and the Licensor if you are using the CarbonSuite Software: a) pursuant to and subject to a software license agreement (the “Software License Agreement”) between CarbonSuite Inc. (“Licensor”) and your employer or other person or entity who has authorized your use of and access to the CarbonSuite Software for their purposes (“Licensee”); or b) as a user explicitly authorized by the Licensor to use the CarbonSuite Software (e.g. pursuant to a free trial).

LICENSOR PROVIDES THE CARBONSUITE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY ACCEPTING THIS AGREEMENT, YOU: (i) REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED BY LICENSEE OR LICENSOR TO ACCESS AND USE THE CARBONSUITE SOFTWARE; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT [CLICK THE “ACCEPT” BUTTON/CHECK THE “ACCEPT” BOX/[OTHER MEANS PROVIDED FOR ACCEPTANCE]] AND YOU WILL HAVE NO LICENCE TO, AND MUST NOT ACCESS OR USE, THE CARBONSUITE SOFTWARE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENCE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.

1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“CarbonSuite Software” has the meaning set forth in the preamble and more particularly means (1) the CarbonSuite Inc. software application and application programming interface, including all related applications, websites, and services, including without limitation CarbonSuite’s technology and application software made available by CarbonSuite on a hosted and/or cloud-based, internet-accessible basis; (2) any containerized, local, non-hosted, executable, or otherwise derivative or partial version of the foregoing; (3) any software or API documentation or other API materials made available by CarbonSuite; and (4) any improvement or other modifications to any of the foregoing, whether or not developed in the course of performing or as a result of the Services or incorporated into any Deliverable.

“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or any other Authorized User through the CarbonSuite Software.

“Feedback” has the meaning set forth in Section 7.

“Licensee” has the meaning set forth in the preamble.

“Licensor” has the meaning set forth in the preamble.

“Licensor IP” means the CarbonSuite Software, the documentation associated with the CarbonSuite Software, the Licensor Marks, and all intellectual property provided to you in connection with the foregoing. For the avoidance of doubt, Licensor IP includes Aggregated Statistics and any information, data, or other content derived from Licensor’s monitoring of your access to or use of the CarbonSuite Software, but does not include Customer Data.

“Licensor Marks” means the Licensor’s proprietary trademarks, trade names, branding, or logos that may be made available for use in connection with the CarbonSuite Software pursuant to this Software Agreement.

“Parties” means the Licensor and you.

“Person” means an individual, sole proprietorship, corporation, limited liability Licensor, partnership, joint venture, firm, governmental authority, unincorporated organization, trust, association, board, or other entity.

“Privacy Policy” means the CarbonSuite Privacy Policy in effect when you enter this Agreement and access the CarbonSuite Software.

“Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the CarbonSuite Software.

2. Licence Grant.

Subject to your strict compliance with this Agreement and your consent to the terms of our Privacy Policy, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited licence to use the CarbonSuite Software in Canada (the “Territory”), to: a) use the CarbonSuite Software in connection with NetSuite (subject to NetSuite’s terms and conditions); and b) display certain Licensor Marks in compliance with usage guidelines that Licensor may specify from time to time solely in connection with the use of the CarbonSuite Software data, reports, applications and services and not in connection with the advertising, promotion, distribution, or sale of any other products or services, a) and b) together forming “the License”. Licensor reserves all rights not expressly granted to you in this Agreement. The foregoing license will terminate immediately on the earlier to occur of:

the expiration or earlier termination of the Software Licence Agreement between Licensor and Licensee, if applicable;
your breach of any provision of this Agreement; or
your ceasing to be authorized by Licensor or Licensee to use the CarbonSuite Software for any or no reason (e.g. upon the expiry of a free trial).

3. Use Restrictions.

You shall not, directly or indirectly:

use the CarbonSuite Software except as set forth in Section 2;
copy the CarbonSuite Software, in whole or in part;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
combine or integrate the CarbonSuite Software with any software, technology, services, or materials not authorized by the Licensor under the license granted to you under Section 2;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component, algorithm or use of an algorithm, dictionary, or any other proprietary feature of or trade secret related to the CarbonSuite Software, in whole or in part, or train any artificial intelligence, machine learning or deep learning model or software, or create a dataset for same;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the CarbonSuite Software or any features or functionality of the CarbonSuite Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service, except to the sole extent that your or the Licensee’s applications incorporate or rely upon the CarbonSuite Software in accordance with this Agreement;
access the CarbonSuite Software directly or indirectly through an artificial intelligence system or artificial intelligence software, including an agentic artificial intelligence system or agentic artificial intelligence software;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the CarbonSuite Software, including any copy thereof;
remove any proprietary notices from the CarbonSuite Software and related data, reports or information;
use the CarbonSuite Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person, that violates any applicable law, or that is unethical;
design applications to disable, override, or otherwise interfere with any Licensor-implemented communications to end users, consent screens, user settings, alerts, warnings, or the like;
use the CarbonSuite Software to replicate or attempt to replace the user experience of the CarbonSuite Software, or otherwise deliver a service that is duplicative or a flow-through of the services of the CarbonSuite Software or that unreasonably removes a person’s or entity’s need for the CarbonSuite Software;
attempt to cloak or conceal your identity when requesting authorization to use the CarbonSuite Software;
use the CarbonSuite Software in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to Canadian embargo, unsolicited mass distribution of email, unconsented-to commercial electronic messages, multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, or abusive content, stolen products and items used for theft, or hazardous materials;
use the CarbonSuite Software for any illegal or unethical purposes; or
use the CarbonSuite Software for purposes of competitive analysis of the CarbonSuite Software, the development of a competing software product or service or any other purpose that is to the Licensor’s commercial disadvantage.

You shall comply with all terms and conditions of this Agreement, and all applicable laws, rules and regulations.

4. Compliance Measures.

The CarbonSuite Software may contain technological copy protection or other security features designed to prevent unauthorized use of the CarbonSuite Software, including features to protect against use of the CarbonSuite Software:

beyond the scope of the licence granted to pursuant to Section 2;
prohibited under Section 3.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

5. Collection and Use of Information.

Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the CarbonSuite Software and about equipment on which the CarbonSuite Software is installed or through which it otherwise is accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the CarbonSuite Software as described in Section 4.
From time to time, either Party may disclose or make available to the other Party information about its business affairs, finances, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; or (b) known to the receiving Party prior to the date of this Agreement. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any Person, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information will survive the termination or expiration of this Agreement unless otherwise agreed upon by the Parties in writing.
You agree that the Licensor may use such information for any purpose related to any use of the CarbonSuite Software by you, including but not limited to: (i) improving the performance of the CarbonSuite Software or developing updates; and (ii) verifying compliance with the terms of this Agreement and enforcing Licensor’s rights, including all intellectual property rights in and to the CarbonSuite Software.
Notwithstanding anything to the contrary in this Agreement, Licensor may monitor your use of the CarbonSuite Software and collect and compile data and information related to your use of the CarbonSuite Software to be used by Licensor in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the CarbonSuite Software (“Aggregated Statistics”). As between Licensor and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Licensor. You acknowledge that Licensor may compile Aggregated Statistics based on your data input into the CarbonSuite Software. You agree that Licensor may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your Confidential Information.

6. Third-Party Products. The CarbonSuite Software may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the CarbonSuite Software by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

7. Intellectual Property Rights.

Ownership. You acknowledge that you do not acquire any ownership interest in the CarbonSuite Software under this Agreement, or any other rights to the CarbonSuite Software other than to use the CarbonSuite Software in accordance with the licence granted under this Agreement, subject to all terms, conditions, and restrictions. Licensor reserves and shall retain its entire right, title, and interest, including intellectual property rights, in and to the CarbonSuite Software, the Licensor Marks, and Licensor IP, subject to the licence expressly granted to you in this Agreement. You shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
Feedback. From time-to-time you may send or transmit communications or materials to the Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the CarbonSuite Software or the Licensor Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”). You hereby assign to the Licensor all right, title, and interest in and to the Feedback including, but not limited to, the right to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever. The Licensor is not required to use any Feedback.

8. Disclaimer of Warranties. THE CARBONSUITE SOFTWARE AND LICENSOR MARKS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE LICENSOR SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE CARBONSUITE SOFTWARE OR LICENSOR MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF THE LICENSEE’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREES THAT ANY INFORMATION POSTED ON, PROVIDED BY, OR OTHERWISE AVAILABLE ON OR THROUGH THE CARBONSUITE SOFTWARE IS NOT INTENDED TO BE LEGAL ADVICE, MEDICAL ADVICE, FINANCIAL ADVICE, OR ANY OTHER KIND OF PROFESSIONAL ADVICE, AND SHOULD NOT FORM THE BASIS FOR ANY OPINION, ACTION OR INACTION, OR OTHER CONCLUSION. CARBONSUITE DOES NOT WARRANT THE ACCURACY OF ITS CALCULATIONS, EMISSION DISCLOSURES OR REDUCTION RECOMMENDATIONS.

9. Disclaimer of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE CARBONSUITE SOFTWARE; OR (B) EXCEPT FOR A PARTY’S WILFULL MISCONDUCT, ANY DAMAGES, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IF YOU ARE USING THE CARBONSUITE SOFTWARE PURSUANT TO A SOFTWARE LICENCE AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE SOFTWARE LICENCE AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE CARBONSUITE SOFTWARE SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

10. Export Regulation. The CarbonSuite Software may be subject to Canadian export control laws. You shall not, directly or indirectly, export, re-export, or release the CarbonSuite Software to, or make the CarbonSuite Software accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the CarbonSuite Software available outside Canada.

11. Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario, Canada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario, Canada.

12. Choice of Forum. Subject to Section 13, any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, Canada, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to Section 13, the Parties hereto irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

13. Arbitration. Any disputes, controversy, disagreement, or claim arising under, out of, relating to, or in connection with this Agreement or any breach thereof, including without limitation disputes arising from or concerning its existence, interpretation, violation, validity, non-performance, or termination, or the business relationship created by this Agreement, shall be referred to and finally resolved by final and binding arbitration under the Canadian Arbitration Association Arbitration Rules, which can be found on the website of the Canadian Arbitrage Association (see: www.canadianarbitrationassociation.ca). The place of the arbitration shall be Toronto, Ontario, Canada. There shall be one (1) arbitrator. The language of the arbitration shall be English.

14. Miscellaneous.

Entire Agreement; Amendment. This Agreement and the documents referred to herein constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may not be amended unless agreed to in writing by both Parties.
Waivers. No waiver of any of the provisions of this Agreement shall be binding unless in writing and signed by the Party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.
Binding Effect. This Agreement shall be binding upon and enure to the benefit of and be enforceable by the Parties hereto and their respective successors (including any direct or indirect successor by purchase, amalgamation, arrangement or otherwise to all or substantially all of the business and/or assets of the Licensor), assigns, spouses, heirs and personal and legal representatives.
Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Notices. Unless otherwise provided for in this Agreement, any notices to the Licensor must be delivered either in person, by certified or registered mail by Canada Post Corporation, return receipt requested and postage prepaid, or by recognizing overnight courier service, and are deemed given upon receipt by the Licensor. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from the Licensor, which may be in the form of emails, app, software or website pop-up notifications, or other forms of electronic communication. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the CarbonSuite Software or Licensor Marks. You agree that any notices, agreements, disclosures, or other communications that the Licensor sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Assignment. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. The Licensor expressly reserve the rights to assign this Agreement and to delegate any of its obligations hereunder.
Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.